form8k.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 7, 2010
TITLE
STARTS ONLINE, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-53704
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26-1394771
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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4540
Alpine Road, Blue Ash, Ohio 45242
(Address
of principal executive offices) (zip code)
513-297-3640
(Registrant's
telephone number, including area code)
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
49 Front
Street, Suite 206
Rockville
Centre, New York 11570
Phone:
(516) 833-5034
Fax:
(516) 977-1209
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01 Entry Into A Material
Definitive Agreement
Item
3.02 Unregistered Sales of Equity
Securities.
From
January 7, 2010 to February 1, 2010, Title Starts Online, Inc. (the “Company”)
entered into subscription agreements with various accredited investors (the
“January 2010 Accredited Investors”) pursuant to which the January 2010
Accredited Investors purchased 59,560 shares
of the Company’s common stock (the “January 2010 Subscription Shares”) for an
aggregate purchase price of $280,275.
The
January 2010 Subscription Shares were offered and sold to the January 2010
Accredited Investors in a private placement transaction made in reliance upon
exemptions from registration pursuant to Section 4(2) under the Securities Act
of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities
Act. The January 2010 Accredited Investors are accredited investors as defined
in Rule 501 of Regulation D promulgated under the Securities Act.
The
foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an
exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with this transaction.
Item
9.01 Financial Statements
and Exhibits
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Exhibit
No.
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Description
of Exhibit
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4.1
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Form
of Subscription Agreement by and between Title Starts Online, Inc. and the
January 2010 Accredited Investors
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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TITLE
STARTS ONLINE, INC.
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Date:
February 3, 2010
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By:
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/s/ Stephen
S. Burns |
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Name:
Stephen S. Burns |
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Title:
CEO |
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