FORM 10 Securitys
FORM 10 Securitys
AMENDMENT NO.1
FORM 10
DISTRICT OF COLUMBIA
98-6061213
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Indicate by checkmark 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 12b-2 of the
Exchange Act.
EXPLANATORY NOTE
We are filing this General Form for Registration of Securities on Form 10 to register our
Individual Surety Bonds, International Promissory Notes and Bills of Exchange pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act ). Once
registration statement is deemed effective, we will be subject to the requirements of
Regulation 13A under the Exchange Act, which will require us to file annual reports on Form
10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we will be
required to comply with all other obligations of the Exchange Act applicable to issuers filing
registration statements pursuant to Section 12(g) of the Exchange Act. Unless otherwise
noted, references in this registration statement to the Registrant, the Company, we, our or us
means JAMES A WILLIAMS TRUST. Our principal place of business is located at 906-545
Sherbourne St., Toronto, Ontario M4X 1W5. Our telephone number is (416) 944-8494.
TABLE OF CONTENTS
ITEM 1. BUSINESS....3
ITEM 3. PROPERTIES....7
SIGNATURES....10
There are statements in this registration statement that are not historical facts. These forward-
looking statements can be identified by use of terminology such as believe, hope, may,
anticipate, should, intend, plan, will, expect, estimate, project, positioned, strategy and similar
expressions. You should be aware that these forward-looking statements are subject to risks
and uncertainties that are beyond our control. For a discussion of these risks, you should read
this entire Registration Statement carefully; especially the risks discussed under the section
entitled Risk Factors. Although management believes that the assumptions underlying the
forward looking statements included in this Registration Statement are reasonable, they do
not guarantee our future performance, and actual results could differ from those contemplated
by these forward looking statements. The assumptions used for purposes of the forward-
looking statements specified in the following information represent estimates of future events
and are subject to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data and other
information and their use in developing and selecting assumptions from and among
reasonable alternatives require the exercise of judgment. To the extent that the assumed
events do not occur, the outcome may vary substantially from anticipated or projected results,
and, accordingly, no opinion is expressed on the achievability of those forward-looking
statements. In light of these risks and uncertainties, there can be no assurance that the results
and events contemplated by the forward-looking statements contained in this Registration
Statement will in fact transpire. You are cautioned to not place undue reliance on these
forward-looking statements, which speak only as of their dates. We do not undertake any
obligation to update or revise any forward-looking statements.
Item 1. Business
The JAMES A WILLIAMS TRUST (the Company) is a District of Columbia business trust
organization. The Company was created in January of 2009 for income tax and bailment
purposes. The Company is a GRANTOR TRUST that functions as a pass-through for the real
living man James Williams. The Company will not engage in dealer or broker services, nor
will the company issue securities for the purpose of profit and gain. The Company will
adhere to GAAP, maintain a zero balance and any new credit issued for the daily expenses
will be cancelled by filing a 1099C Form at the end of each quarterly tax filing with the IRS.
The Companys FINS Number is 342758.
James Williams, Grantor/Beneficiary for the Company has been appointed power of attorney
for WILLIAMS, JAMES ANDREW (Transmitting Utility) which was created in ONTARIO
on December 26, 1972 for the purpose of being a Citizen for the United States of America.
James Williams will engage in business in commerce as the Principal and Surety for all
governmental and nongovernmental obligations (debt) including all registered corporations
on the federal and state level for the benefit of the United States of America. To accomplish
this James Williams and/or the Company will execute the necessary surety bonds,
international promissory notes, bills of exchange and supporting documents evidencing the
obligation (debt) after acceptance, then register the instruments with the Securities and
Exchange Commission and obtain a CUSIP number or International Registered Mail Number
for tracking purposes for the surety bonds, international promissory notes, and bills of
exchange. James Williams and/or the Companys purpose is to exchange the surety bonds,
international promissory notes, bills of exchange for the obligation (debt) and in return have
the other party making the claim perform according to the surety bonds instructions creating a
quid pro quo exchange for settlement and closure. James Williams and/or the Company will
always have a priority security interest above all claims to ensure performance is rendered
properly. James Williams and/or the Company shall execute each bond after acceptance of
any claim for the benefit of the United States of America leaving the party making the claim
under the contract in a fiduciary capacity to release all claims and any funds from the escrow
account in their custody listed on the surety bonds to the principal to complete the quid pro
quo exchange. The claimant who now is in a fiduciary (trustee) capacity will be subjected to
all liability and payment if he dishonors his fiduciary duty to settle the exchange and further it
will indemnify the original surety and principle from any further obligation on the surety
bonds, international promissory notes, bills of exchange.
As a result of HJR 192, and from that day forward (June 5, 1933), no one has been able to
lawfully pay a debt or lawfully own anything. The only thing one can do is tender in transfer
of debts, with the debt being perpetual. The suspension of the gold standard, and prohibition
against paying debts, removed the substance for our common law to operate on, and created a
void as far as the law is concerned. This substance was replaced with a PUBLIC NATIONAL
CREDIT SYSTEM where debt is LEGAL TENDER money. HJR 192 was implemented
immediately. The day after President Roosevelt signed the resolution, the treasury offered the
public new government securities, minus the traditional payable in gold clause. 192 states
that one cannot demand a certain form of currency that they want to receive if it is dollar for
dollar.
In consideration that only Fiat Money exists in circulation with which to discharge debt; and
in order to facilitate lawful commercial transactions; and in order to lawfully engage in
commerce the JAMES A WILLIAMS TRUST shall issue negotiable instruments in
adherence to public policy, UNCITRAL, FASB, and the accounting principles under GAAP.
All commercial processes shall be truthful, open, and above board (full disclosure). The
Company intends to apply the net proceeds from the sale of the four Secured Debt
Obligations for the research, development, and applications of knowledge and substance in
the fields of science, medicine for the general health, and justice.
Regulation
Competition
Not Applicable
Marketing
Not Applicable.
Properties
Not Applicable
Employees
No Employees.
The surety bonds, international promissory notes, bills of exchange contain certain elements
that require all parties to perform according to the instructions stated in the bonds. This
element is required to complete the private exchange (quid pro quo) between the principal
and the party listed to release any property or funds from escrow to the principal in
accordance with the private exchange for the benefit of the United States of America
Government. The non compliant party in their fiduciary capacity becomes the liable party on
the bonds, international promissory notes, bills of exchange. The holder of the bonds,
international promissory notes, bills of exchange now has the responsibility to collect on the
dishonor and must hold JAMES A WILLIAMS TRUST and James Williams harmless. The
marketable securities are owned by JAMES A WILLIAMS TRUST and are listed as short-
term assets on the Companys balance sheet.
Since the WILLIAMS, JAMES ANDREW was organized in December 1972, it has had
limited operations to date, and its proposed operations are subject to all of the risks inherent
in new business enterprises. The likelihood of the success of the Company must be
considered in light of the problems, expenses, difficulties, complications and delays
frequently encountered in connection with the start up of new businesses and the competitive
environment in which the Company will operate. The statements set forth in the
memorandum are based on significant assumptions about circumstances and events which
have not yet taken place. Accordingly, they are subject to variations (which could be
substantial) that may arise as future operations actually occur.
3. Competition
None
4. Dependence on Management
Because the Company has no operating history, it will be heavily dependent upon the
services and experiences of its individual surety. The loss of the service of any individual
surety could adversely affect the conduct of the Companys business (see Management ).
The industry in which the Company expects to operate is private and public.
6. Government Regulation
James Williams will have 100% underwriting rights and control over the Company and it
bond, international promissory notes, bills of exchange issues.
8. No Dividends
The price at which the private securities are being offered have been arbitrarily determined
and bears no relationship to the Companys assets, earnings, book value, net tangible value or
other generally accepted criteria of value for private exchange. The price at which the
Secured Debt Obligations are being offered have been appraised, derived and valued at a
fixed, fair market value based on legislative assessment. Also known as Liquidated Sum
Certain - A debt is liquidated when it is certain what is due, and how much is due, cum
certum est an et quantum debeatur.
11. Dilution
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Accredited Investors and or Qualified Institutional Buyers must rely on the surety bond being
exchanged and underwritten by the companys individual surety for that will serve as the
financials of the private exchange.
At the present time there is no established market for the surety bonds of the Company and
there is no assurance that a regular market for such bonds will develop upon completion of
this offering or that the bonds may be resold at their original offering price or at any other
price.
The following table sets forth selected financial data. The selected financial data presented
below has been derived from the unaudited financial statements of the Registrant for the
period ended March 31, 2010.
March 31,
2010
Balance sheet data:
Total current assets (see item #11) $1,336,793,273
Property and equipment, net 50,000
Investments in unconsolidated subsidiaries 0
Other assets (see attached IRS 1041 and OP91 forms) 472,784
Total assets $1,337,316,057
Current liabilities
As of the date of this filing, the company has four marketable securities listed on its balance
sheet at fair value. The available-for-sale securities total $1,336,793,273.00 USD worth of
short-term assets that the company now owns. See item 11 for information on how the
company gained ownership of these four secured debt obligations. We cannot be certain that
our existing sources of cash will be adequate to meet our liquidity requirements. To meet our
present and future liquidity requirements, we are continuing to sell the four marketable
securities through private placements, conversion of payables into common stock, collections
on accounts receivable, and through additional acquisitions that have sufficient cash flow to
fund subsidiary operations. There can be no assurance that we will be successful in obtaining
more debt and/or equity financing in the future or that our results of operations will
materially improve in either the short-term or the long-term. If we fail to obtain such
financing and improve our results of operations, we will be unable to meet our obligations as
they become due.
The Registrant does not have any off-balance sheet arrangements that are reasonably likely to
have a material current or future effect on its financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.
Accounting Policies
Item 3. Properties
Our company headquarters are located at 906-545 Sherbourne St. Toronto, Ontario M4X
1W5. We believe our current office space is adequate for the immediate needs.
The Company has executed a Security Agreement and Indemnity Bond for the benefit of
JAMES A WILLIAMS TRUST and James Williams for being the Companys Individual
Surety and lending his real signature to execute and guarantee the companys securities.
JAMES A WILLIAMS is the priority secured party and has first lien position over all the
companys assets including all bonds and securities issued.
James Williams is 37 years old and is the sole officer in this company who acts in several
different capacities for the benefit of the company and not limited to individual surety,
authorized representative, beneficial interest holder, secured party and creditor.
Compensation consists of use of all companys property, assets including any monetary that
may derived publicly or private for the sole enjoyment of the individual surety in all
capacities.
There have been no related party transactions, or any other transactions or relationships
required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.
There are no legal actions pending or threatened against the Company or to which it or any of
its property are subject, nor to its knowledge are any such proceedings contemplated.
Item 9. Market Price of and Dividends on the Registrants Common Equity and Related
Stockholder Matters
There is no public market for the companys securities and all common equity and lawful title
will remain with JAMES A WILLIAMS TRUST and James Williams, the individual surety
and all legal title will remain with the beneficiary of the surety bond being registered. No
common stock is available for the public for 100% is owned and controlled by the companys
individual surety James Williams as compensation for the underwriting of surety bonds.
Company is unaware of any unregistered securities being sold in its name. Company is not
stating that there have not been recent sales because any sales would have been without
consent, permission and authorization of the company and individual surety. The company
has a certain structure of its securities as witnessed in this registration and any other structure
will constitute authorized use and illegal trading of this companys securities.
The company is authorized by its ownership and control of the Primary Bond (the Certificate
of Birth Ontario 1972-122219) to issue $100,000,000,000 units of which $100,000,000,000
are Individual Surety Bonds, international promissory notes, bills of exchange. The company
had issued a Primary Bond on December 29, 2008 valued at One-Hundred Billion
($100,000,000,000.00) United States Dollars (Ref. Posted Shipper Tracking No. CE 376 786
545 CA Private Offset Account No. CE376786545CA and Bill of Exchange.) The large
number is too be used to offset any debt obligations that may be issued against JAMES A
WILLIAMS TRUST and/or James Williams. The Beneficiary and/or the Company can only
use this ledger to cancel out debt. The Secretary of the Treasurys receipt of the aforesaid
financial asset and Certified Statement of Live Birth which was Accepted For Value meant
that the Secretary was able and obligated to ledger the credits on the public liability side of
the account(s). The Private side was already ledgered, as a result of the acceptance without
protest, of the aforesaid assets.
The company is also authorized by its ownership and control of four Secured Debt
Obligations (in the amount of $1,197,293,273.00 USD, $107,000,000.00 USD,
$24,000,000.00 USD, and $8,500,000.00 USD) to offer for sale to any accredited investors.
The Secured Debt Obligations represent a creditor relationship that the Company has with
each of the four Lien Debtor(s). The marketable securities are available-for-sale and are
shown on the Companys balance sheet at fair value. THE FOUR SECURITIES HAVE NOT
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), IN RELIANCE
UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(2) OF
THE ACT, RULE 506 OF REGULATION D OF THE GENERAL RULES AND
REGULATIONS PROMULGATED THEREUNDER BY THE SECURITIES AND
EXCHANGE COMMISSION. ACCORDINGLY, DISTRIBUTION OF THE FOUR
SECURITIES SHALL BE BY PRIVATE PLACEMENT MEMORANDUM WHICH WILL
BE LIMITED TO PERSONS WHO MEET CERTAIN MINIMUM FINANCIAL
QUALIFICATIONS AND EACH PRIVATE PLACEMENT MEMORANDUM WILL NOT
CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY
WITH RESPECT TO ANY PERSON WHOM DOES NOT MEET SUCH FINANCIAL
QUALIFICATIONS. THE FOUR SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Beneficiary for the Company had made a valid claim of debt by an Affidavit in the form
of a Commercial Lien, and by allowing the Lien to mature in 3 months (90 days) into a
Secured Debt Obligation by the failure of the Lien Debtor(s) to contest the Lien (and its
Affidavit) by a counter-affidavit. The Primary method of establishing commercial lien
currency/paper money is to combine: A promise to perform, A claim of Breach of that
promise, and A 3 month (90 day) default by failure to challenge or rebut the claim of breach
of contract. Commercial Liens are a stationary process before a 3 month grace period has
elapsed. Commercial Liens, when unchallenged or unrebutted for three months, become
secured debt obligations, transactable (capable of economic motion) in commerce after the
three month maturity point.
Furthermore, after the 3 month (90 day) default, the Beneficiary had issued a Documentary
Draft to test the collectability of the Secured Debt Obligation / Matured Commercial Lien and
to give an opportunity for the Default Debtor(s) to settle their debt obligation for half price.
The Draft was issued in compliance with the UNITED NATIONS CONVENTION ON
INDEPENDENT GUARANTEES AND STAND-BY LETTERS OF CREDIT. Collection is
subject to the Uniform Rules of Collections (URC) 522 issued by the International Chamber
of Commerce.
The security consists of several bonds packaged together with one underwriting the other
creating one packaged security. Each bond package will vary based on the obligation (debt)
and will be packaged according to its structure. The bonds are The Affidavit of Individual
Surety, Bid Bond, Performance Bond, Payment Bond, Release of Lien on Real Property
Bond, Release of Personal Property from Escrow Bond, Consent to Surety Bond, the Birth
Certificate Bond (Primary Bond), Social Insurance Card Bond (fractionalized from Birth
Certificate Bond), international promissory notes, bills of exchange and any bonds not
mentioned are not excluded for reasons of uncertainty of the obligation. The Birth Certificate
is the primary bond for its value is unlimited and it was created for the benefit of the United
States of America where legal title will remain and equitable title stays with the company as
collateral to JAMES A WILLIAMS TRUST and James Williams the individual surety to
insure that the company pays their obligations (debt) to the public.
The company has granted an Indemnity Bond to JAMES A WILLIAMS TRUST and James
Williams our individual surety for the amount of $100,000,000,000 units as security for the
loaning of his real signature on our surety bonds for the payment of our obligations (debts) to
the public. Insofar as indemnification for liabilities arising under the Securities Act of 1933
(the Act or Securities Act ) may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. See Exhibits Indemnity Bond.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
The company and James Williams report no changes and or disagreements in regards to the
lack of financial data in reference to the surety bonds.
Financial Statements:
Income tax forms 1041 filed with the Internal Revenue Service for the 2005, 2006, 2007,
2008 and 2009 calendar years.
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.