10-12G 1 nestbuilder_1012g.htm FORM 10-12G nestbuilder_1012g.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

 

NESTBUILDER.COM CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

82-3254264

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

201 W. Passaic Street, Suite 301

Rochelle Park, NJ

07662

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code (201) 845-7001

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

None

None

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

Common Stock, par value $0.0001

(Title of class)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

 

 
 
 
 

NESTBUILDER.COM CORP.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT

AND ITEMS OF FORM 10

 

This Registration Statement on Form 10 (“Form 10”) incorporates by reference information contained in the information statement filed as Exhibit 99.1 hereto (the “information statement”). The cross-reference sheet below identifies where the items required by Form 10 can be found in the information statement.

 

Item 1. Business.

 

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Person Transactions,” “The Spin-Off” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

 

Item 1A. Risk Factors.

 

The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.

 

Item 2. Financial Information.

 

The information required by this item is contained under the section of the information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” That section is incorporated herein by reference.

 

Item 3. Properties.

 

The information required by this item is contained under the section of the information statement entitled “Business—Properties.” That section is incorporated herein by reference.

 

Item 4. Security Ownership of Certain Beneficial Owners and Management.

 

The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.

 

Item 5. Directors and Executive Officers.

 

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.

 

Item 6. Executive Compensation.

 

The information required by this item is contained under the section of the information statement entitled “Executive and Director Compensation.” That section is incorporated herein by reference

 

 
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Item 7. Certain Relationships and Related Transactions, and Director Independence.

 

The information required by this item is contained under the sections of the information statement entitled “Management” and “Certain Relationships and Related Person Transactions.” Those sections are incorporated herein by reference.

 

Item 8. Legal Proceedings.

 

The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.

 

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

 

The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management,” “The Spin-Off—Market for Our Common Stock” and “Description of Capital Stock.” Those sections are incorporated herein by reference.

 

Item 10. Recent Sales of Unregistered Securities.

 

The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock—Sale of Unregistered Securities.” That section is incorporated herein by reference.

 

Item 11. Description of Registrant’s Securities to Be Registered.

 

The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “The Spin-Off” and “Description of Capital Stock.” Those sections are incorporated herein by reference.

 

Item 12. Indemnification of Directors and Officers.

 

The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock—Liability and Indemnification of Officers and Directors.” That section is incorporated herein by reference.

 

Item 13. Financial Statements and Supplementary Data.

 

The information required by this item is contained under the section of the information statement entitled “Index to Financial Information” and the financial statements referenced therein. That section is incorporated herein by reference.

 

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None.

 

 
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Item 15. Financial Statements and Exhibits.

 

(a) Financial Statements

 

The information required by this item is contained under the section of the information statement entitled “Index to Financial Information” and the financial statements referenced therein. That section is incorporated herein by reference.

 

(b) Exhibits

 

We are filing the following documents as exhibits to this registration statement:

 

Exhibit No.

Exhibit Description

2.1

Contribution and Spin-Off Agreement, dated as of October 27, 2017, by and among RealBiz Media Group, Inc., Anshu Bhatnagar, for purposes of Section 2.3 only, NestBuilder.com Corp., and Alex Aliksanyan

3.1

Articles of Incorporation of NestBuilder.com Corp.

3.2

Bylaws of NestBuilder.com Corp.

99.1

Preliminary Information Statement of NestBuilder.com Corp., subject to completion, dated December 22, 2017

 

 
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SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Nestbuilder.com Corp.
       
Dated: December 22, 2017 By: /s/ Alex Aliksanyan

 

Name:

Alex Aliksanyan

 
  Title:

President

 

 

 

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