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Magfast LLC – ‘C/A’ on 11/23/22

On:  Wednesday, 11/23/22, at 5:05pm ET   ·   Accession #:  1669191-22-1101   ·   File #:  20-31332

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

11/23/22  Magfast LLC                       C/A                    7:7.8M                                   NetCapital Funding … Inc

Amendment to Offering Statement   —   Form C   —   Regulation Crowdfunding

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: C/A         Amendment to Offering Statement -- primary_doc.xml  HTML     12K 
 7: EX-99       Image Attachments HTML                              HTML      4K 
 6: EX-99       Additional Information -- otherfinancial             PDF    212K 
 3: EX-99       CPA Audit Report -- auditreport                      PDF    738K 
 4: EX-99       Miscellaneous Exhibit -- certificateofformation      PDF    822K 
 2: EX-99       Miscellaneous Exhibit -- offeringstatement           PDF    526K 
 5: EX-99       Miscellaneous Exhibit -- operatingagreement          PDF    387K 


‘C/A’   —   Amendment to Offering Statement — primary_doc.xml




        

This ‘C/A’ Document is an XML Data File that may be rendered in various formats:

  Form C    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Amendment to Offering Statement
 
schemaVersion:

Form C: Filer Information

Filer CIK:
0001719420 
Filer CCC:
XXXXXXXX 
File Number:
020-31332 
Is this a LIVE or TEST Filing?Radio button checked LIVE Radio button not checked TEST
Is this an electronic copy of an official filing submitted in paper format in connection with a hardship exemption?Checkbox not checked
Would you like a Return Copy?Checkbox checked

Submission Contact Information

Name:
 
Phone Number:
 
Contact E-Mail Address:
 
Notify via Filing Website only?Checkbox not checked

Form C: Issuer Information

Issuer Information

Name of Issuer:

MAGFAST LLC 

Check box if Amendment is material and investors will have five business days to reconfirm Checkbox not checked
Describe the Nature of the Amendment:

the issuer made text edits to the offering page and the financial condition section. 

Legal Status of Issuer:

Form:

Limited Liability Company 

Jurisdiction of Incorporation/Organization:

DELAWARE  

Date of Incorporation/Organization:

10/3/17 

Physical Address of Issuer:

Address 1:

1 Grandview Ave 

City:

Cornwall on Hudson 

State/Country:

NEW YORK  

Mailing Zip/Postal Code:

12520 

Website of Issuer:

MAGFAST.com 

Intermediary through which the Offering will be Conducted:

CIK:

0001669191 

Company Name:

NetCapital Funding Portal Inc. 

Commission File Number:

007-00035 

CRD Number:

283596 

Form C: Offering Information

Offering Information

Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the offering, including the amount of referral and any other fees associated with the offering:

Up to 4.9% of amount raised for a successful offering and a listing fee of up to $5,000 

Any other financial interest in the issuer held by the intermediary, or any arrangement for the intermediary to acquire such an interest:

None. 

Type of Security Offered:

Common Stock 

Target Number of Securities to be Offered:

660 

Price:

15.17000 

Price (or Method for Determining Price):

The price of the Securities was determined solely by the management and bears no relation to traditional measures of valuation such as book value or price-to-earnings ratios. We expect that any future valuation will take the same approach. 

Target Offering Amount:

10012.20 

Maximum Offering Amount (if different from Target Offering Amount):

3350006.27 

Oversubscriptions Accepted: Radio button checked Yes Radio button not checked No
If yes, disclose how oversubscriptions will be allocated:

First-come, first-served basis 

Deadline to reach the Target Offering Amount:

1/17/23 

NOTE: If the sum of the investment commitments does not equal or exceed the target offering amount at the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.

Form C: Annual Report Disclosure Requirements

Annual Report Disclosure Requirements

Current Number of Employees:

2 

Total Assets Most Recent Fiscal Year-end:

4979055.00 

Total Assets Prior Fiscal Year-end:

2883896.00 

Cash and Cash Equivalents Most Recent Fiscal Year-end:

2662369.00 

Cash and Cash Equivalents Prior Fiscal Year-end:

1650223.00 

Accounts Receivable Most Recent Fiscal Year-end:

0.00 

Accounts Receivable Prior Fiscal Year-end:

0.00 

Short-term Debt Most Recent Fiscal Year-end:

127084.00 

Short-term Debt Prior Fiscal Year-end:

127084.00 

Long-term Debt Most Recent Fiscal Year-end:

0.00 

Long-term Debt Prior Fiscal Year-end:

0.00 

Revenue/Sales Most Recent Fiscal Year-end:

0.00 

Revenue/Sales Prior Fiscal Year-end:

0.00 

Cost of Goods Sold Most Recent Fiscal Year-end:

0.00 

Cost of Goods Sold Prior Fiscal Year-end:

0.00 

Taxes Paid Most Recent Fiscal Year-end:

0.00 

Taxes Paid Prior Fiscal Year-end:

0.00 

Net Income Most Recent Fiscal Year-end:

-4267901.00 

Net Income Prior Fiscal Year-end:

-4811177.00 

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ALABAMA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ALASKA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ARIZONA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ARKANSAS  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

CALIFORNIA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

COLORADO  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

CONNECTICUT  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

DELAWARE  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

DISTRICT OF COLUMBIA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

FLORIDA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

GEORGIA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

HAWAII  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

IDAHO  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ILLINOIS  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

INDIANA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

IOWA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

KANSAS  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

KENTUCKY  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

LOUISIANA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MAINE  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MARYLAND  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MASSACHUSETTS  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MICHIGAN  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MINNESOTA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MISSISSIPPI  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MISSOURI  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MONTANA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEBRASKA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEVADA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEW HAMPSHIRE  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEW JERSEY  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEW MEXICO  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEW YORK  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NORTH CAROLINA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NORTH DAKOTA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

OHIO  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

OKLAHOMA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

OREGON  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

PENNSYLVANIA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

RHODE ISLAND  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

SOUTH CAROLINA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

SOUTH DAKOTA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

TENNESSEE  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

TEXAS  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

UTAH  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

VERMONT  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

VIRGINIA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

WASHINGTON  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

WEST VIRGINIA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

WISCONSIN  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

WYOMING  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

AMERICAN SAMOA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

GUAM  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NORTHERN MARIANA ISLANDS  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

PUERTO RICO  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

VIRGIN ISLANDS, U.S.  

Form C: Signature

Signature

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form C and has duly caused this Form to be signed on its behalf by the duly authorized undersigned.

Issuer:

MAGFAST LLC 

Signature:

Seymour Segnit 

Title:

Principal Executive Officer 

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:

Seymour Segnit 

Title:

Principal Executive Officer 

Date:

11/23/22 

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:

Seymour Segnit 

Title:

Principal Financial Officer 

Date:

11/23/22 

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:

Seymour Segnit 

Title:

Principal Accounting Officer 

Date:

11/23/22 

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:

Seymour Segnit 

Title:

Board Member 

Date:

11/23/22 

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:

Amy Rau Segnit 

Title:

Board Member 

Date:

11/23/22 


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