Artificial Intelligence Technology Solutions Inc. - FORM S-1/A - December 9, 2010

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EX-5 - OPINION OF COUNSEL - Artificial Intelligence Technology Solutions Inc.ex_5-1.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1/A

Amendment # 4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ON THE MOVE SYSTEMS CORP.
(Name of Small Business Issuer in its Charter)


Florida

 

4931

 

27-2343603

(State or Other Jurisdiction
of Organization)

 

(Primary Standard Industrial Classification Code)

 

(IRS Employer Identification #)


 

 

John B. Crawford

7674 37th Street Circle East

 

7674 37th Street Circle East

Sarasota, FL 34243

 

Sarasota, FL 34243

941-586-3938

 

941-586-3938

941-966-0166 (FAX)

 

941-966-0166 (FAX)

(Address and telephone of
registrant's executive office)

 

(Name, address and telephone number
of agent for service)

Please send copies of all correspondence to:

William L. MacDonald

Macdonald Tuskey Corporate & Securities Lawyers

Suite #1210, 777 Hornby Street, Vancouver, B.C., V6Z 1S4, Canada

Telephone: (604) 648-1670, Facsimile: (604) 681-4760

Approximate date of proposed sale to the public: After this registration statement becomes effective

If the securities being registered herein will be sold by the security shareholders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933 please check the following box. [X]

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b2 of the Exchange Act.

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

Smaller Reporting Company

[X]



CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered (3)

 

Amount to be Registered

 

Proposed Maximum Offering Price
Per Unit (1)

 

Proposed Maximum Aggregate Offering Price

 

Amount of Registration
Fee (2)

Common Stock by Company par value $0.0001

 

3,500,000

 

$0.015

 

$52,500

 

$3.74 (3)

(1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

(2) Calculated in accordance with rule 457 (o) of the Securities Act of 1933 based on the fixed aggregate offering price of the securities being registered.

(3) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.


- 2 -


Amendment Note: We are hereby amending our Registration Statement on Form S-1 in order to update our counsel's legal opinion to a more recent date. Consequently, we are only filing Part 2 of our Registration Statement as no other sections are being amended.


PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. The Company may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Florida.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Florida law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant will pay for all expenses incurred by this offering. Whether or not all of the offered shares are sold, these expenses are estimated as follows:

Securities and Exchange Commission registration fee

$

4

Federal Taxes

$

—

State Taxes and Fees

$

—

Listing Fees

$

—

Printing Fees

$

500

Transfer Agent Fees

$

2,496

Accounting fees and expenses

$

3,000

Legal fees and expenses

$

4,000

 

 

 

TOTAL

$

10,000


RECENT SALES OF UNREGISTERED SECURITIES

During the last three fiscal years we have had the following issuances of unregistered securities:

In March of 2010, we issued 9,000,000 shares to John Crawford, the Company's founder, in exchange for cash of $9,000. We relied upon Section 4(2) of the Securities Act, which exempts from registration "transactions by an issuer not involving any public offering.

It is our belief Mr. Crawford had such knowledge and experience in financial and business matters that he was capable of evaluating the merits and risks of the investment and therefore did not need the protections offered by registering their shares under Securities and Act of 1933, as amended.

Mr. Crawford certified that he was purchasing the shares for their own accounts, with investment intent. This offering was not accompanied by general advertisement or general solicitation and the shares were issued with a Rule 144 restrictive legend.

II-1


EXHIBITS

The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation K. All exhibits have been previously filed unless otherwise noted.

EXHIBIT NO.

 

DOCUMENT DESCRIPTION

 

 

 

3.1

 

Articles of Incorporation of On The Move Systems Corp. (1)

3.2

 

Bylaws of On The Move Systems Corp. (1)

4.1

 

Specimen Stock Certificate of On The Move Systems Corp. (1)

5.1

 

Opinion of Counsel

14.1

 

Code of Ethics (1)

23.1

 

Consent of Accountants (3)

23.2

 

Consent of Counsel (included in Exhibit 5.1)

99.1

 

Subscription Agreement On The Move Systems Corp. (2)


(1)  Previously included as an exhibit to our Registration Statement on Form S-1 filed on August 4, 2010

(2)  Previously included as an exhibit to our Registration Statement on Form S-1/A filed on October 4, 2010

(3)  Previously included as an exhibit to our Registration Statement on Form S-1/A filed on November 23, 2010

UNDERTAKINGS

The registrant hereby undertakes:

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

 

 

 

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act;

 

 

 

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

 

 

 

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;


II-2


2.

That for the purpose of determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

 

 

3.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

 

 

4.

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

 

 

 

(i)

Any other communication that is an offer in the offering made by the registrant to the purchaser.


Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3


SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sarasota, Florida, on December 9, 2010.

ON THE MOVE SYSTEMS CORP.

 

 

By:

/s/ John B. Crawford

 

John B. Crawford

President, Chief Executive  

Officer, Chief Financial Officer,

Principal Accounting Officer,

Secretary, Treasurer, Director


In accordance with the requirements of the Securities Act, this Prospectus has been signed by the following persons in the capacities and on the dates stated.

SIGNATURES

 

TITLE

 

DATE

 

 

 

 

 

/s/ John B. Crawford

 

President, Chief Executive Officer,
Chief Financial Officer, Principal

 

December 9, 2010

John B. Crawford

 

Accounting Officer, Secretary, Treasurer, Director

 

 


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