As filed with the Securities and Exchange Commission on November 3, 2010
Registration No. 333-168983
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 3
TO THE
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Modern Mobility Aids, Inc.
(Exact name of Registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
5047
(Primary Standard Industrial Classification Code Number)
Pending
(I.R.S. Employer Identification Number)
1821 Walden Office Square, Suite 400, Schaumburg, IL 60173; Phone: (847)303-0280; Fax: (847)303-1121
(Address, including zip code, and telephone number, including are code, of registrant’s principal executive offices)
Sergei Khorolski, C.E.O.
1821 Walden Office Square, Suite 400, Schaumburg, IL 60173; Phone: (847)303-0280; Fax: (847)303-1121
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Karen Batcher, Esq.
Synergen Law Group
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
Tel: (619) 475-7882
Fax: (619) 512-5184
As soon as practicable after the effective date of this registration statement
(Approximate date of commencement of the proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 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 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-Accelerated Filer [ ] (Do not check if a smaller reporting company) Smaller Reporting Company [x]
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Class of Securities to be | Amount to be | Offering Price | Aggregate Offering | Amount of |
Registered | Registered | per Share | Price | Registration Fee (1) |
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Common Stock | 32,000,000 | $0.0125 | $400,000 | $28.52 |
[1] Estimated solely for purposes of calculating the registration fee under Rule 457.
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.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses to be paid in connection with the common stock being registered, all of which will be paid by Modern Mobility Aids, Inc. (on behalf of itself and the selling stockholders) in connection with this Offering. All amounts are estimates:
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Accounting and audit fees | $ | 3,000 |
Filing fees |
| 800 |
Legal fees and expenses |
| 4,000 |
Securities and Exchange Commission registration fee |
| 30 |
Transfer Agent Fees |
| 750 |
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Total: | $ | 8,580 |
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IDEMNIFICATION 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/her position, if he/she acted in good faith and in a manner he/she reasonably believed to be in our best interest. We 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/she is to be indemnified, we must indemnify him/her 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 Nevada.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to Directors or officers under Nevada 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.
RECENT SALES OF UNREGISTERED SECURITIES
We completed an offering of 6,500,000 shares of our common stock at a price of $0.001 per share to our Directors Sergei Khorolski (3,500,000) and Valeri Politika (3,000,000) on April 30, 2010. The total amount received from this Offering was $6,500. We completed this offering pursuant to Regulation S of the Securities Act.
The offer and sale of all shares of our common stock listed above were affected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Regulation S promulgated under the Securities Act. The investor acknowledged the following: subscriber is not a United States Person, nor is the subscriber acquiring the shares directly or indirectly for the account or benefit of a United States Person. None of the funds used by the subscriber to purchase the units have been obtained from United States Persons. For purposes of this Agreement, “United States Person” within the meaning of U.S. tax laws, means a citizen or resident of the United States, any former U.S. citizen subject to Section 877 of the Internal Revenue Code, any corporation, or partnership organized or existing under the laws of the United States of America o r any state, jurisdiction, territory or possession thereof and any estate or trust the income of which is subject to U.S. federal income tax irrespective of its source, and within the meaning of U.S. securities laws, as defined in Rule 902(o) of Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduci ary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if organized under the
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laws of any foreign jurisdiction, and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENT SCHEDULES
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
EXHIBITS
The exhibits listed under here below are filed as part of this Form S-1:
3.1 | Articles of Incorporation* |
3.2 4.2 | Bylaws* Subscription Agreement |
5.1 10.1 | Legal Opinion* Brokerage Agreement* |
23.1 | Consent of Independent Registered Certified Public Accountants*
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* - Previously filed
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a post- effective amendment to this registration statement to:
(a) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(b) reflect in the prospectus any facts or events which, individually or together, represent a fundamentalchange in the information set forth in this registration statement; and notwithstanding the forgoing, 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 commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represe nt no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration Statement; and
(c) include any additional or changed material information on the plan of distribution.
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, 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 hereby which remain unsold at the termination of the offering.
4. That, for determining our liability under the Securities Act to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities 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, we will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus that we file relating to the offering required to be filed pursuant to
Rule 424 (Section 230.424 of this chapter);
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(ii) any free writing prospectus relating to the offering prepared by or on our behalf or used or referred to by us;
(iii) the portion of any other free writing prospectus relating to the offering containing material information
about us or our securities provided by or on behalf of us; and
(iv) any other communication that is an offer in the offering made by us to the purchaser.
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in th e registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, 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 Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we 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 is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this Registration Statement to be signed on our behalf by the undersigned, on November 3, 2010.
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| Modern Mobility Aids, Inc. | ||||
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| By: | /s/ Sergei Khorolski | ||||
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| Sergei Khorolski | ||||
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| President, Chief Executive Officer (Principal Executive Officer) and Director | ||||
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURES |
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/s/ Sergei Khorolski |
| President, CEO and Director |
| November 3, 2010 |
Sergei Khorolski |
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/s/ Valeri Politika |
| Treasurer, CFO, Principal Accounting Officer, Principal Financial Officer and Director |
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November 3, 2010 |
Valeri Politika |
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