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SmartCard Marketing Systems Inc – ‘1-A/A’ on 3/23/20 – ‘EX1A-12 OPN CNSL’

On:  Monday, 3/23/20, at 8:25am ET   ·   Accession #:  1104659-20-37099   ·   File #:  24-10937

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/23/20  SmartCard Marketing Systems Inc   1-A/A                  4:2.1M                                   Toppan Merrill/FA

Pre-Qualification Amendment to Offering Statement — Reg. A   —   Form 1-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 1-A/A       Pre-Qualification Amendment to Offering Statement   HTML      8K 
                -- Reg. A -- primary_doc.xml                                     
 2: PART II AND III  Offering Statement - Parts II & III -- Reg. A  HTML    631K 
                - Form 1-A                                                       
 3: EX1A-4 SUBS AGMT  Exhibit 4.1                                   HTML     22K 
 4: EX1A-12 OPN CNSL  Exhibit 12.1                                  HTML      8K 


‘EX1A-12 OPN CNSL’   —   Exhibit 12.1


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Exhibit 12.1

 

 

 

October 15, 2019

 

Gentlemen:

 

We are acting as counsel to Smart Card Marketing Systems, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering Statement on Form 1-A.  The Offering Statement covers $10,000,000 of the Company’s common stock at a price range between $0.01 and $0.02 for 1,000,000,000 or 500,000,000 shares, respectfully (the “Shares”)

 

In our capacity as such counsel, we have examined and relied upon the originals or copies certified or otherwise identified to our satisfaction, of the Offering Statement, the form of Subscription Agreement and such corporate records, documents, certificates and other agreements and instruments as we have deemed necessary or appropriate to enable us to render the opinions hereinafter expressed.

 

On the basis of such examination, we are of the opinion that:

 

  1. The Shares have been duly authorized by all necessary corporate action of the Company as the Board has been authorized by the shareholders to increase the authorized as need to accommodate the offering underlying.

 

  2. When issued and sold by the Company against payment therefor pursuant to the terms of the Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable.

 

We hereby consent to the use of our name in the Offering Statement and we also consent to the filing of this opinion as an exhibit thereto.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ William R. Eilers  
Eilers Law Group, P.A.  

 

  

 C: 
 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘1-A/A’ Filing    Date    Other Filings
Filed on:3/23/20
10/15/191-A/A
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Filing Submission 0001104659-20-037099   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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