Form: D

Official notice of an offering of securities that is made without registration under the Securities Act in reliance on an exemption provided by Regulation D and Section 4(a)(5) under the Act.

February 1, 2016


FORM D
Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
OMB APPROVAL
OMB Number: 3235-0076
Expires: August 31, 2015
Estimated Average burden hours per response: 4.0
1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s) None Entity Type
0001447380
COMMERCETEL CORP
ARES VENTURES CORP.
Corporation
Limited Partnership
 Limited Liability Company
 General Partnership
 Business Trust
Other 
Name of Issuer
 MOBIVITY HOLDINGS CORP.
Jurisdiction of Incorporation/Organization
NEVADA 
Year of Incorporation/Organization
Over Five Years Ago
Within Last Five Years (Specify Year)
 
Yet to Be Formed
 
  
  
 
2. Principal Place of Business and Contact Information
Name of Issuer
 MOBIVITY HOLDINGS CORP.
Street Address 1 Street Address 2
 55 N. Arizona Place, Suite 310
 
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
 Chandler
 ARIZONA
 
 85225
 866-622-4261 



3. Related Persons

Last Name First Name Middle Name
Becker
Dennis
Street Address 1 Street Address 2
 55 N. Arizona Place 
 Suite 310
City State/Province/Country ZIP/Postal Code
 Chandler
 ARIZONA
 85225
 
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary)


Last Name First Name Middle Name
Van Epps
William
Street Address 1 Street Address 2
 55 N. Arizona Place 
 Suite 310
City State/Province/Country ZIP/Postal Code
 Chandler
 ARIZONA
 85225
 
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary)


Last Name First Name Middle Name
Meinerz
Christopher
Street Address 1 Street Address 2
 55 N. Arizona Place 
 Suite 310
City State/Province/Country ZIP/Postal Code
 Chandler
 ARIZONA
 85225
 
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary)


Last Name First Name Middle Name
Jacques
David
Street Address 1 Street Address 2
 55 N. Arizona Place 
 Suite 310
City State/Province/Country ZIP/Postal Code
 Chandler
 ARIZONA
 85225
 
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary)


Last Name First Name Middle Name
Schneider
Doug
Street Address 1 Street Address 2
 55 N. Arizona Place 
 Suite 310
City State/Province/Country ZIP/Postal Code
 Chandler
 ARIZONA
 85225
 
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary)


Last Name First Name Middle Name
Harris
John
Street Address 1 Street Address 2
 55 N. Arizona Place 
 Suite 310
City State/Province/Country ZIP/Postal Code
 Chandler
 ARIZONA
 85225
 
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary)


Last Name First Name Middle Name
Guarascio
Phil
Street Address 1 Street Address 2
 55 N. Arizona Place 
 Suite 310
City State/Province/Country ZIP/Postal Code
 Chandler
 ARIZONA
 85225
 
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary)


Last Name First Name Middle Name
Akin
Thomas
Street Address 1 Street Address 2
 55 N. Arizona Place 
 Suite 310
City State/Province/Country ZIP/Postal Code
 Chandler
 ARIZONA
 85225
 
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary)




4. Industry Group
  Agriculture
Banking & Financial Services
    Commercial Banking
    Insurance
  Investing
    Investment Banking
    Pooled Investment Fund
  Other Banking & Financial Services
  Business Services
Energy
    Coal Mining
    Electric Utilities
    Energy Conservation
    Environmental Services
    Oil & Gas
    Other Energy
Health Care
    Biotechnology
    Health Insurance
    Hospitals & Physicians
    Pharmaceuticals
    Other Health Care
     
     
     
   
  Manufacturing
Real Estate
  Commercial
  Construction
  REITS & Finance
  Residential
Other Real Estate
  Retailing
Restaurants
Technology
  Computers
  Telecommunications
 Other Technology
Travel
 Airlines & Airports
 Lodging & Conventions
 Tourism & Travel Services
 Other Travel
Other

  
   
5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
No Revenues   No Aggregate Net Asset Value
  $1 - $1,000,000 $1 - $5,000,000
  $1,000,001 - $5,000,000   $5,000,001 - $25,000,000
$5,000,001 - $25,000,000   $25,000,001 - $50,000,000
$25,000,001 - $100,000,000   $50,000,001 - $100,000,000
  Over $100,000,000   Over $100,000,000
  Decline to Disclose   Decline to Disclose
  Not Applicable   Not Applicable

 
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii)
or (iii)) 		Rule 505        
Rule 504 (b)(1)(i) Rule 506(b)
Rule 504 (b)(1)(ii) Rule 506(c)
Rule 504 (b)(1)(iii) Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
 
 

7. Type of Filing
  New Notice Date of First Sale 
2016-01-15
   First Sale Yet to Occur
  Amendment


 
 
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?   Yes   No
 
 
9. Type(s) of Securities Offered (select all that apply)
Pooled Investment Fund Interests Equity
Tenant-in-Common Securities Debt
Mineral Property Securities Option, Warrant or Other Right to Acquire Another Security
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)
 
 
 
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?   Yes   No
Clarification of Response (if Necessary)
Includes 1,015,000 shares ("Acquisition Shares") of common stock issued in connection with the Company's acquisition of LiveLenz, Inc.
 
 
11. Minimum Investment
Minimum investment accepted from any outside investor $
 0
 USD

12. Sales Compensation
Recipient  Recipient CRD Number None
 
 
(Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number  None
 
 
Street Address 1 Street Address 2
 
 
City State/Province/Country ZIP/Postal Code
 
 
 
State(s) of Solicitation  All States
 



13. Offering and Sales Amounts
 
Total Offering Amount $
710500
 USD Indefinite
Total Amount Sold $
710500
 USD
Total Remaining to be Sold $
0
 USD Indefinite
Clarification of Response (if Necessary)
Total offering represents the Acquisition Shares valued at $0.70 per share, which was the last sale price of the common stock, as reported on the OTC Markets, on the date of the agreement for the issuance of the Acquisition Shares.
 
14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
0 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
15
 
15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $
0
 USD Estimate
Finders' Fees $
0
 USD Estimate
Clarification of Response (if Necessary)
 
 

16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $ 
0
 USD Estimate
Clarification of Response (if Necessary)
 

Signature and Submission
 
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission 
  In submitting this notice, each Issuer named above is:  
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).
 
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
 
Issuer Signature Name of Signer Title Date
Mobivity Holdings Corp. /s/ Christopher Meinerz Christopher Meinerz Chief Financial officer 2016-01-30