TITLE OF EACH | PROPOSED | PROPOSED | ||
CLASS OF | MAXIMUM | MAXIMUM | ||
SECURITIES | OFFERING | AGGREGATE | AMOUNT OF | |
TO BE | AMOUNT TO BE | PRICE PER | OFFERING | REGISTRATION |
REGISTERED | REGISTERED | SHARE (1) | PRICE (2) | FEE (2) |
Common Stock (3) | 1,000,000 shares | $1.00 | $1,000,000 | $90 |
Warrants (4) | 1,000 warrants | $0 | $0 | $0 |
Warrants (5) | 10,000 warrants | $0 | $0 | $0 |
Common Stock Underlying Warrants (6) | 1,000,000 shares | $2.00 | $2,000,000 | $162 |
Common Stock Underlying Warrants (7) | 1,000,000 shares | $1.00 | $1,000,000 | $81 |
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Offering to new DNAshare subscribers and Strategic Partners: In addition, we will issue a different class of warrants where each warrant is to purchase 100 shares at $1 per share, exercisable for 12 months from the issuance of the warrant. These warrants will be given to each new DNAshare subscriber or strategic partner until either no warrants remain or the offering is terminated. The issuance of this class of warrants will be based upon a predetermined formula. Only new DNAshare subscribers that purchase an annual subscription will receive warrants. New DNAshare subscribers will receive 1 warrant for each annual subscription purchased. Strategic Partners will receive warrants based upon their efforts to assist us in marketing and selling our products. A Strategic Partner will receive 1 warrant for every annual subscription we receive as a result of their efforts to sell and market our products. This offering will commence promptly following the effectiveness of the registration statement. We will withhold the issuance of these warrants until such time when the minimum amount is received in the unit offering to the general public. All grants of these warrants will be declared null and no additional grants will be made in the event that the minimum amount of the unit offering to the general public is not reached. This offering does not have a minimum offering amount; however, this offering would terminate for failure to sell the minimum offering amount in the unit offering to the general public. A "subscriber" is any user who pays a monthly or annual amount to have access to our product. A "strategic partner" is any person or entity that assists us in marketing or selling our products. Our officers, directors, or employees will not be able to receive warrants as Strategic Partners. We have not identified any strategic partners at the present time . This offering will close whenever all warrants are issued, or nine months after the effective date of this prospectus, whichever is sooner. The warrants in this offering are not exercisable in fractions.
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TABLE OF CONTENTS | |
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Summary | 3 |
Risk Factors | 7 |
Since we have generated only minimal revenues, it remains uncertain whether we can achieve commercially viable operations | 7 |
Because we have suffered recurring losses from operations and have a net capital deficiency, our independent accountants believe there is substantial doubt about the company's ability to continue as a going concern without raising additional capital | 7 |
If we are not able to succeed in marketing our product, making sales and maintaining a large enough customer base to support our business operations, we will not be able to achieve profitable operations | 7 |
A failure to raise substantial proceeds in this offering will inhibit our marketing ability which will likely result in our inability to be able to attract a large enough client base to achieve profitable operations | 8 |
Even if we are successful in selling this offering and thereby obtaining the funding necessary to operate for the next 12 months, we may need additional outside funding after that and if such funding is not available, the growth of our business and our ability to sustain operations may be impaired | 8 |
If we were unable to attract, train, or retain any of our key personnel or managers, our business could fail because our success is dependent in part upon the services of qualified personnel | 8 |
Because our officers and directors have various outside interests and currently provide their services on a part-time basis, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail | 9 |
Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment. | 9 |
If no market develops for our common stock, investors may be unable to sell their securities | 9 |
If we are unable to meet client expectations or deliver error-free services, our business will suffer losses and negative publicity | 9 |
There are some limitations inherent in DNAshare's measurement of media sentiment that may produce a lack of customer acceptance which would result in impaired sales of our product and an inability to achieve profitable operations. | 10 |
If our technology infringes on the intellectual property rights of others, we may find ourselves involved in costly litigation, which will negatively affect the financial results of our business operations | 10 |
If we are not granted full patent protection for our intellectual property, we may have difficulty safeguarding our proprietary technology potentially resulting in our competitors utilizing our technology and impairing our ability to achieve profitable operations. | 11 |
If any of our competitors infringe on our intellectual property rights, we may find ourselves involved in costly litigation, which will negatively affect the financial results of our business operations. | 11 |
Because we are dependent on third parties for critical services used in our business, we face potential losses if any of these services are interrupted or become more costly | 11 |
If we are unable to continually upgrade and expand our systems in order to keep up with the rapid technological change within our industry, we will not be able to compete within our industry and our business will fail | 12 |
We are in a highly competitive industry and some of our competitors may be more successful in attracting and retaining customers which could harm or limit our ability to attract and retain customers or expand our business. | 12 |
If there are events or circumstances effecting the continued use, performance, and reliability of the Internet, access to our product and/or the functionality of our product could be impaired causing a negative affect on the financial results of our business operations. | 13 |
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The continuing conflict in Iraq, future terrorist attacks and threats of or actual war may negatively impact all aspects of our operations, revenues, and costs. | 13 |
In the event that we attempt to take part in any business combinations, we face risks associated with any potential business combinations which may negatively impact all aspects of our operations. | 14 |
Forward-Looking Statements | 14 |
Use of Proceeds | 15 |
Determination of Offering Price | 16 |
Dilution | 17 |
Selling Shareholders | 19 |
Plan of Distribution | 19 |
Legal Proceedings | 22 |
Directors, Executive Officers, Promoters and Control Persons | 22 |
Principal Shareholders | 25 |
Description of Securities | 26 |
Interest of Named Experts and Counsel | 27 |
Disclosure of Commission Position of Indemnification for Securities Act Liabilities | 27 |
Organization Within Last Five Years | 27 |
Description of Business | 28 |
Management’s Discussion and Analysis or Plan of Operations | 37 |
Description of Property | 40 |
Certain Relationships and Related Transactions | 41 |
Market for Common Equity and Related Stockholder Matters | 43 |
Executive Compensation | 47 |
Financial Statements | 49 |
Changes in and Disagreements with Accountants | 50 |
Available Information | 50 |
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Securities and Exchange Commission | |
registration fee | $ 333 |
Transfer Agent Fees | $ 500 |
Accounting fees and expenses | $10,000 |
Legal fees and expenses | $25,000 |
Blue Sky fees and expenses | $ 5,000 |
Miscellaneous | $ 4,167 |
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Total | $45,000 |
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Name | Nature of Services Rendered | Value of Services Rendered |
Bob Jaspar | Accounting | $60.00 |
Marian Munz | Technology | $2,000.00 |
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Gary Schell | Corporate Organization | $1,500.00 |
Emmanuel D. Agorastos | Capitalization | $400.00 |
Paul Lepus | Human Resources | $400.00 |
Craig Doctor | Public Relations | $65.00 |
Hurst | Public Relations | $75.00 |
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3.1 | Articles of Incorporation (1) |
3.2 | Amended Articles of Incorporation (1) |
3.3 | By-Laws (1) |
4.1 | Share Certificate (1) |
5.1 | Opinion of Cane O’Neill Taylor, LLC, with consent to use (2) |
10.1 | Share Lock Up Agreement with Gary Schell (1) |
10.2 | Share Lock Up Agreement with Marian Munz (1) |
10.3 | Subscription Agreement (3) |
10.4 | Independent Contractor Agreement with Martin Barrs (2) |
10.5 | Independent Contractor Agreement Amendment with Martin Barrs (2) |
10.6 | Independent Contractor Agreement with Marian Munz (2) |
10.7 | Independent Contractor Agreement with John Arkoosh, Sr. (2) |
10.8 | Independent Contractor Agreement with Jaspar & Associates (2) |
10.9 | Independent Contractor Agreement with George Serban (2) |
10.10 | Independent Contractor Agreement with Iulian Sirbu (2) |
10.11 | Independent Contractor Agreement with Stelian Marin (2) |
10.12 | Agreement in Settlement of Consulting Services Debt with Marian Munz (5) |
10.13 | Agreement in Settlement of Consulting Services Debt with Robert C. Jaspar (5) |
10.14 | Agreement in Settlement of Consulting Services Debt with John Arkoosh (5) |
10.15 | Agreement in Settlement of Consulting Services Debt with Martin Barrs (5) |
23.1 | Consent of Jewell & Langsdale, Certified Public Accountants |
99.1 | Disclaimer, Terms, and Conditions for use of DNAshare (4) |
99.2 | Database Licensing Agreement with Stanford University, (4) Communications Department |
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