formd.xml 1 of 1  
  05/08/2017 03:03 PM  
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden hours per response 4.00
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
  None
Entity Type
0001566610
bBooth, Inc
Global System designs, Inc.
X Corporation
  Limited Partnership
  Limited Liability Company
  General Partnership
  Business Trust
  Other (Specify)
 
Name of Issuer
nFusz, Inc.
Jurisdiction of Incorporation/Organization
NEVADA
Year of Incorporation/Organization
  Over Five Years Ago
X Within Last Five Years (Specify Year) 2012
  Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
nFusz, Inc.
Street Address 1 Street Address 2
346 S. HAUSER BLVD, SUITE 210  
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
LOS ANGELES CALIFORNIA 90036 855-250-2300

3. Related Persons

Last Name First Name Middle Name
Cutaia Rory J
Street Address 1 Street Address 2
346 S. Hauser Blvd, Suite 210  
City State/Province/Country ZIP/PostalCode
Los Angeles CALIFORNIA 90036
Relationship: X Executive Officer X Director   Promoter

Clarification of Response (if Necessary):

 

Last Name First Name Middle Name
Geiskopf James P
Street Address 1 Street Address 2
346 S. Hauser Blvd, Suite 210  
City State/Province/Country ZIP/PostalCode
Los Angeles CALIFORNIA 90036
Relationship:   Executive Officer X Director   Promoter

Clarification of Response (if Necessary):

 

4. Industry Group

  Agriculture
  Banking & Financial Services
 
  Commercial Banking
  Insurance
  Investing
  Investment Banking
  Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
  Yes   No
  Other Banking & Financial Services
  Business Services
  Energy
 
  Coal Mining
  Electric Utilities
  Energy Conservation
  Environmental Services
  Oil & Gas
  Other Energy
  Health Care
  Biotechnology
  Health Insurance
  Hospitals & Physicians
  Pharmaceuticals
  Other Health Care
  Manufacturing
Real Estate
  Commercial
  Construction
  REITS & Finance
  Residential
  Other Real Estate
  Retailing
  Restaurants
Technology
  Computers
  Telecommunications
X Other Technology
Travel
  Airlines & Airports
  Lodging & Conventions
  Tourism & Travel Services
  Other Travel
  Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
  No Revenues
  No Aggregate Net Asset Value
  $1 - $1,000,000
  $1 - $5,000,000
  $1,000,001 - $5,000,000
  $5,000,001 - $25,000,000
  $5,000,001 - $25,000,000
  $25,000,001 - $50,000,000
  $25,000,001 - $100,000,000
  $50,000,001 - $100,000,000
  Over $100,000,000
  Over $100,000,000
X Decline to Disclose
  Decline to Disclose
  Not Applicable
  Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

  Rule 504(b)(1) (not (i), (ii) or (iii))     Rule 505
  Rule 504 (b)(1)(i) X Rule 506(b)
  Rule 504 (b)(1)(ii)   Rule 506(c)
  Rule 504 (b)(1)(iii)   Securities Act Section 4(a)(5)
  Investment Company Act Section 3(c)
  Section 3(c)(1)   Section 3(c)(9)
  Section 3(c)(2)   Section 3(c)(10)
  Section 3(c)(3)   Section 3(c)(11)
  Section 3(c)(4)   Section 3(c)(12)
  Section 3(c)(5)   Section 3(c)(13)
  Section 3(c)(6)   Section 3(c)(14)
  Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2017-04-24   First Sale Yet to Occur
  Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
  Yes   X No

9. Type(s) of Securities Offered (select all that apply)

X Equity   Pooled Investment Fund Interests
X Debt   Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security   Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or   Other (describe)
  Other Right to Acquire Security    

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition
or exchange offer?
  Yes   X No

Clarification of Response (if Necessary):

 

11. Minimum Investment

Minimum investment accepted from any outside investor $ 0 USD

12. Sales Compensation

Recipient
Recipient CRD Number   X None
   
(Associated) Broker or Dealer   X None
 
(Associated) Broker or Dealer CRD Number   X None
 
Street Address 1 Street Address 2
   
City State/Province/Country ZIP/Postal Code
     
State(s) of Solicitation     All States     Non-US/Foreign
  AL   AK   AZ   AR   CA   CO   CT   DE   DC   FL   GA   HI   ID
  IL   IN   IA   KS   KY   LA   ME   MD   MA   MI   MN   MS   MO
  MT   NE   NV   NH   NJ   NM   NY   NC   ND   OH   OK   OR   PA
  RI   SC   SD   TN   TX   UT   VT   VA   WA   WV   WI   WY   PR

13. Offering and Sales Amounts

Total Offering Amount $ 1,647,883 USD
  or     Indefinite
Total Amount Sold $ 1,647,883 USD
Total Remaining to be Sold $ 0 USD
  or     Indefinite

Clarification of Response (if Necessary):

Consists of $1,198,883 Secured Convertible Note convertible into shares and warrants, $189,000 Unsecured Convertible Note, and 3,675,000 shares.

14. Investors

 
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
 
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions   $ 0 USD
  Estimate
Finders' Fees   $ 0 USD
  Estimate

Clarification of Response (if Necessary):

 

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$ 0 USD
  Estimate

Clarification of Response (if Necessary):

 

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and submitting this notice.

Terms of Submission

In submitting this notice, each identified issuer is:
 
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
Irrevocably appointing each of the Secretary of the SEC and the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes; or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).
 

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
nFusz, Inc. /s/ Rory J. Cutaia Rory J. Cutaia CEO 2017-05-08

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.