Delaware | 5731 | 27-3848069 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code) | (I.R.S. Employer Identification No.) |
Large accelerated filer | ¨ | Accelerated filer | ¨ | |
Non-accelerated filer | ¨ | Smaller reporting company | x |
Calculation of Registration Fee |
Title of Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
Common Stock, $0.001 per share (1) | 2,000,000 | $ | 0.05 | (2) | $ | 100,000.00 | $ | 11.61 | ||||||||
Total | 2,000,000 | $ | 0.05 | (2) | $ | 100,000.00 | $ | 11.61 | * |
(1) | Represents common shares currently outstanding to be sold by the selling security holders. |
(2) | The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded and any national exchange and in accordance with Rule 457, the offering price was determined by the price shares were sold to the selling security holders in private placement transactions. The selling shareholders may sell shares of our common stock only at a fixed price of $0.05 per share until, if at all, our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.05 has been arbitrarily determined. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders. |
In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended. |
Page | |
Prospectus Summary | 1 |
Risk Factors | 5 |
Risk Factors Relating to Our Company | 5 |
Risk Factors Relating to Our Common Shares | 7 |
The Offering | 11 |
Use of Proceeds | 11 |
Dilution | 11 |
Determination of Offering Price | 11 |
Forward Looking Statements | 12 |
Selling Security holders | 12 |
Plan of Distribution | 14 |
Description of Securities | 16 |
Interest of Named Experts and Counsel | 16 |
Description of Business | 16 |
Description of Property | 22 |
Legal Proceedings | 22 |
Market for Common Equity and Related Stockholder Matters | 22 |
Dividend Policy | 22 |
Share Capital | 22 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 25 |
Directors, Executive Officers, Promoters, and Control Persons | 25 |
Director Independence | 26 |
Executive Compensation | 26 |
Security Ownership of Certain Beneficial Owners and Management | 27 |
Certain Relationships and Related Transactions | 28 |
Expenses of Issuance and Distribution | 28 |
Legal Matters | 28 |
Indemnification for Securities Act Liabilities | 28 |
Experts | 28 |
Where You Can Find More Information | 29 |
Financial Statements | F-1 |
Information not Required in Prospectus | 30 |
Securities offered: | 2,000,000 shares of common stock, par value $.0001 | |
Offering price : | The selling security holders purchased their shares of common stock from the Company at the price of $0.02 per share and will be offering their shares of common stock at an arbitrarily determined price of $0.05 per share. This is a fixed price at which the selling security holders may sell their shares until, if at all, our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. | |
Shares outstanding prior to offering: | 9,500,000 shares of common stock. | |
Shares outstanding after offering: | 9,500,000 shares of common stock. | |
Our executive officers and directors currently own 78.9% of our outstanding common stock. As a result, our executive officers and directors have substantial control over all matters submitted to our stockholders for approval. | ||
Market for the common shares: | There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the FINRA for our common stock to eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale. | |
Use of proceeds: | We will not receive any proceeds from the sale of shares by the selling security holders. |
Going Concern Considerations: | As reflected in the accompanying financial statements, the Company is in the development stage and has a net loss of $46,918 for the period from November 30, 2011 (inception) to February 29, 2012. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. | |
Summary Risk Factors: | Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties summarized below, the risks described under “Risk Factors,” the other information contained in this prospectus and our financial statements and the related notes before you decide whether to invest in our common stock. |
· | We are a development stage company, have generated very limited revenue to date and have a limited operating history upon which we may be evaluated. |
· | We expect losses in the future because we have very limited revenue to offset losses. |
· | Our business model is unproven and our success is dependent on our ability to develop and then expand our customer base. |
· | Our independent auditor has issued a going concern opinion after reviewing our financial statements; our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed. |
· | We are dependent on suppliers for the supply of our products , making us vulnerable to supply problems and price fluctuations, which could cause us to fail to meet the demands of our customers and could adversely affect our financial results to the extent we were unable to find replacement suppliers . |
· | We are completely dependent on the services of our executive officers. If we should lose their services before we are able to engage and retain qualified employees or consultants to execute our business plan, we may not be able to continue with our business model. |
· | Since our officers and directors work or consult for other companies, their activities could slow down our operations. |
· | Our two principal stockholders, who are our officers and directors, own a controlling interest in our voting stock. Therefore investors will not have any voice in our management, which could result in decisions adverse to our general shareholders. |
· | If we incur product liability, warranty and other claims against us, including wrongful death claims, our business, results of operations and financial condition may be harmed. |
· | We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value. |
· | Our executive officers and directors own a controlling interest in our voting stock and may take actions that are contrary to your interests, including selling their stock. |
· | Our common stock is subject to the "penny stock" rules of the Securities and Exchange Commission (“SEC”) and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. |
· | The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock. |
· | The offering price of our common stock could be higher than the market value, causing investors to sustain a loss of their investment. |
· | State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus. |
· | Currently there is no public market for our securities, and there can be no assurances that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations. |
· | If a market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount. |
· | We may be exposed to potential risks and significant expenses resulting from the requirements under Section 404 of the Sarbanes-Oxley Act of 2002. |
· | Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters. |
· | The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations. |
For the nine months ended February 29, 2012 | For the period from November 3, 2010 (inception) through February 29, 2011 | For the period from November 3, 2010 (inception) through May 31, 2011 (audited) | ||||||||||
Statement of Operations Data | ||||||||||||
Operating revenues | 0 | 0 | $ | 5,916 | ||||||||
Net loss | (28,526) | (15,752) | $ | (18,392) |
Balance Sheet Data (audited): | ||||
As of May 31, 2011 | ||||
Working capital | $ | 18,807 | ||
Total assets | $ | 21,280 | ||
Total liabilities | 750 | |||
Stockholders Equity | $ | 20,530 |
Balance Sheet Data (unaudited): | ||||
As of February 29, 2012 | ||||
Stockholders' deficit | $ | (7,996) | ||
Total assets | $ | 1,529 | ||
Total liabilities | 9,525 |
As reflected in our financial statements filed in this registration statement, we are in the development stage formed to carry out the activities described in this prospectus. Since our inception on November 30, 2010 through February 29, 2012, we have incurred net losses totaling $46,918 and have incurred a loss of $28,526 for the nine months ended February 29, 2012. As we have no significant revenue, we are expecting losses over the next 12 months because we do not yet have sufficient revenues to offset the expenses associated with the development and implementation of our business plan. We cannot guarantee that we will ever be successful in generating significant revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.
• | election of our board of directors; |
• | removal of any of our directors; |
• | amendment of our Articles of Incorporation or bylaws; and |
• | adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us. |
o | Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
o | Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
o | "Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
o | Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
o | any market for our shares will develop; |
o | the prices at which our common stock will trade; or |
o | the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. |
Name of Selling Security Holders (1) | Common Shares owned by the Selling Security Holder | Number of Shares Offered by Selling Security Holder | Number of Shares and Percent of Total Issued and Outstanding Held After the Offering | |||||||||||||
# of Shares | % of Class | |||||||||||||||
0 | * | |||||||||||||||
Asher Shvartz | 50,000 | 50,000 | 0 | * | ||||||||||||
Ester Sphadg | 50,000 | 50,000 | 0 | * | ||||||||||||
Michael Sphadg | 50,000 | 50,000 | 0 | * | ||||||||||||
Reuven Suliman | 50,000 | 50,000 | 0 | * | ||||||||||||
Elimelech Titelbum | 50,000 | 50,000 | 0 | * | ||||||||||||
Israel Trisman | 50,000 | 50,000 | 0 | * | ||||||||||||
Shlomo Vizel | 50,000 | 50,000 | 0 | * | ||||||||||||
Natan Wanberger | 50,000 | 50,000 | 0 | * | ||||||||||||
Yechiel Weiss | 50,000 | 50,000 | 0 | * | ||||||||||||
Jakob Wieder | 50,000 | 50,000 | 0 | * | ||||||||||||
Shiran Sason | 50,000 | 50,000 | 0 | * | ||||||||||||
Sason Tal Meir | 50,000 | 50,000 | 0 | * | ||||||||||||
Moshe Shafray | 50,000 | 50,000 | 0 | * | ||||||||||||
Efrayim Shehter | 50,000 | 50,000 | 0 | * | ||||||||||||
Moshe Shimonovitch | 50,000 | 50,000 | 0 | * | ||||||||||||
Shimon Aberman | 50,000 | 50,000 | 0 | * | ||||||||||||
Nacham Cheshin | 50,000 | 50,000 | 0 | * | ||||||||||||
Israel Dayts | 50,000 | 50,000 | 0 | * | ||||||||||||
David Deitsh | 50,000 | 50,000 | 0 | * | ||||||||||||
Moshe Duitch | 50,000 | 50,000 | 0 | * | ||||||||||||
Yosef Duitch | 50,000 | 50,000 | 0 | * | ||||||||||||
Shneor Eizenbach | 50,000 | 50,000 | 0 | * | ||||||||||||
Shalom Erenfeld | 50,000 | 50,000 | 0 | * | ||||||||||||
David Glike | 50,000 | 50,000 | 0 | * | ||||||||||||
Nacham Leizerovits | 50,000 | 50,000 | 0 | * | ||||||||||||
Abrham Ludmir | 50,000 | 50,000 | 0 | * | ||||||||||||
Mordehai Rabinovitz | 50,000 | 50,000 | 0 | * | ||||||||||||
Yakov Raizner | 50,000 | 50,000 | 0 | * | ||||||||||||
Miriam Saiag | 50,000 | 50,000 | 0 | * | ||||||||||||
Ilan Salomon Taub | 50,000 | 50,000 | 0 | * | ||||||||||||
Shmuel Klein | 50,000 | 50,000 | 0 | * | ||||||||||||
Yosef Kluger | 50,000 | 50,000 | 0 | * | ||||||||||||
Yishay Lederman | 50,000 | 50,000 | 0 | * | ||||||||||||
Shlomo Lodmir | 50,000 | 50,000 | 0 | * | ||||||||||||
Yechezkel Kats | 50,000 | 50,000 | ||||||||||||||
Miriam Itta Katz | 50,000 | 50,000 | ||||||||||||||
Shmuel David Klain | 50,000 | 50,000 | ||||||||||||||
Shalom Klein | 50,000 | 50,000 | ||||||||||||||
Aharon Hershler | 50,000 | 50,000 | 0 | * |
1. | Revenues will be generated from sale of products to customers. We would order products on behalf of our customers directly from our suppliers at the time of the order being received from a customer and the products would be shipped directly to the customer. We would earn revenue based on the difference between our negotiated price for the product with our suppliers and the price that the customer pays. |
2. | We plan to offer banner advertising on our website for new manufacturers hoping to launch new products. |
3. | Finally, we plan to earn revenues for special promotions to enable manufacturers to launch new products - we would sell “premium shelf space” on our website. Part of the Company’s officers’ duties will be conducting on-line searches for manufacturers interested in promoting their new products. We anticipate building relationships with the manufacturers by using banner advertising on their websites as well. |
We intend to market our website internationally. We intend to target distributors and retailers of consumer electronics, home appliances and plastic housewares. When we have generated sales, we intend to list our company on www.Alibaba.com and www.Tradkey.com, the international business-to-business directories. These directories do not charge a listing fee. We do not intend to list our company and feature some of the products until additional sales are made by us.. A customer perusing our listing will have an option to contact us for more information regarding any products they might be interested in. We intend to offer our products for sale on our website and/or to provide direct links to other websites which we believe will stimulate an interest in our products. In addition to offering an ever-changing and continually growing array of products for sale, the website will also feature industry information about the products we sell. We will utilize inbound links that connect directly to our website from other sites. Potential customers can simply click on these links to become connected to our website from search engines and community and affinity sites.
· | Featured Companies - Featured Company Listing, the Company listing will always appear on top of all Standard company listings within the USA and industry sector. |
· | Banner advertising - Unlimited number of impressions and clicks for banner ads rotating throughout the entire directory and portal both over 320,000 pages per year. |
· | Editor's Pick Text Ads - Small target messages appearing on the right side as Editor's Pick of each single page across the entire directory of over 300,000 pages. |
· | Home page - Featuring the Company on the home page of the directory (Company name, short description and hyper link to the company’s web site). Reach thousands of export import industry oriented visitors that enter our home page daily. |
Purpose | Allocated | |||
Website Maintenance | $ | 20,000 | ||
Advertising / Marketing | $ | 30,000 | ||
Travel | $ | 10,000 | ||
Cost of operating as a public company | $ | 25,000 | ||
Total | $ | 85,000 |
May 1, 2012 | $ | 5,000 | ||
August 1,2012 | $ | 5,000 | ||
November 1, 2012 | $ | 5,000 | ||
February 1, 201 3 | $ | 5,000 |
§ | Approximately $13,000 will be needed for hiring WPRS (Website Promotion & Ranking Services) to promote the company’s website for a 24- month period. WPRS will be the priority component of our marketing strategy. Due to the extreme World Wide Web competition, website promotion is the most vital component to get our website on top of the list of competitors. |
§ | Approximately $15,000 will be needed for a major advertising campaign in online and offline newspapers such as The New York Times, Washington Post, USA Today, Miami Herald. Online and offline newspapers are the second most important means of advertising. |
§ | Approximately $2,000 will be needed for advertising on the USA Export Import Portal, a US-based Export Import Industry b2b Portal, Directory. |
§ | Advertising on B2Byellowpages is free of charge. |
The Company currently does not have sufficient funds to implement our planned activities and will require additional financing. With adequate funding we feel that we will be well positioned to execute our business plan . If the Company does not become a public reporting company within 6 months or if for any reason the Company is not able to obtain the afore-mentioned loan in the amount of $85,000 from its officers, the Company will not be able to implement its business plan and expand its operations. In that case, the Company will not require any significant funds during the next 12 months other then the funds necessary to pay the legal fees estimated not to exceed $7,000 and the fee of $5,000 due in each of May , August and November 2012 to Ulano for the website design and maintenance, as described above. Mr. Bolotin, our President and Chief Executive Officer, has agreed to provide the Company with the funds needed to meet its current obligations for legal fees and payments to Ulano if the Company is unable to raise additional funding during the next two years. Mr. Bolotin has executed a promissory note in favor of the Company whereby he agreed to lend us up to $100,000 over the next years. provided that at no time can we owe more than $25,000 to Mr. Bolotin. We are currently indebted to Mr. Bolotin in the amount of $2,909. No interest accrues on the outstanding principal under the terms of this note.
Results of Operations for the nine month period) to February 29, 2012
Revenues
The Company is in its development stage and did not generate any revenues during the nine month period through February 29, 2012.
Total operating expenses
During the nine month period from May 31, 2011to February 29, 2012, the total operating expenses were $28,526, resulting in a loss from operations of $28,526. The operating expenses consisted of legal and professional accounting fees in the amount of $19,775, general and administrative expenses of $4,190, travel expenses of $2,777, filing fees of $1,503 and consulting expenses of $281.
Net loss
During the nine months ended February 29, 2012 the Company had a net loss of $28,526.
Results of Operations for the period from November 3, 2010 (inception) to May 31, 2011
Going Concern Consideration
We incurred a net loss of $46,918 for the period from November 3, 2010 (inception) through February 29, 2012. Our independent auditors have included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
Implementation of our business plan will require additional debt or equity financing and there can be no assurance that additional financing can be obtained on acceptable terms. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Name and Business Address | Age | Position | ||
Gavriel Bolotin | 26 | President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director | ||
Eliezer Mehl | 23 | Secretary and Director |
The following table lists, as of April 25, 2012, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 9,500,000 shares of our common stock issued and outstanding as of April 25, 2012. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Plesk Corp., 4014 14th Avenue, Brooklyn, New York 11218. Our telephone number is 1-888-414-1634.
Name of Beneficial Owner | Title Of Class | Amount and Nature of Beneficial Ownership | Percent of Class | |||||||
Mr. Gavriel Bolotin | Common | 5,000,000 | 52.6 | % | ||||||
Mr. Eliezer Mehl | Common | 2,500,000 | 26.3 | % | ||||||
Directors and Officers as a Group (2 persons) | Common | 7,500,000 | 78.9 | % |
Nature of Expense | Amount | |||
Accounting fees and expenses* | $ | 3,500 | ||
SEC registration fee | $ | 11.61 | ||
Legal fees and other expenses* | $ | 7,000 | ||
Total | $ | 10,511.76 |
Securities and Exchange Commission registration fee | $ | 11.61 | ||
Legal fees and miscellaneous expenses (*) | $ | 7,000 | ||
Accounting fees and expenses (*) | $ | 3,500 | ||
Total (*) | $ | 10,511.76 |
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Exhibit | Description | |
3.1 | Certificate of Incorporation of Registrant(1) | |
3.2 | By-Laws of Registrant(1) | |
5.1 | Opinion of David Lubin & Associates, PLLC regarding the legality of the securities being registered(2) | |
10.1 | Form of Regulation S Subscription Agreement(1) | |
10.2 | Agreement dated May 1, 2011 with Ulano Web Design(1) | |
10.3 | Promissory Note dated April 25, 2012 issued by Gabriel Bolotin to Plesk Corp. | |
23.1 | Consent of D. Brooks and Associates CPA's, P.A.* | |
23.2 | Consent of David Lubin & Associates, PLLC (included in Exhibit 5.1)(2) |
(2) Incorporated by reference to the corresponding exhibit filed with the amendment to the registration statement on Form S-1/A on December 27, 2011.
PLESK CORP. | ||
By: | /s/ Gavriel Bolotin | |
Name: Gavriel Bolotin | ||
Title: President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director (Principal Executive, Financial and Accounting Officer) |
Date: | Signature: | Name: | Title: | |||
April 26, 2012 | /s/ Gavriel Bolotin | Gavriel Bolotin | President, Chief Executive | |||
Officer, Chief Financial | ||||||
Officer, Treasurer, and | ||||||
Director (Principal | ||||||
Executive, Financial and | ||||||
Accounting Officer) | ||||||
April 26, 2012 |
Report of Registered Independent Accounting Firm | F-2 |
Balance Sheet as of May 31, 2011 | F-3 |
Statement of Operations for the Period from November 3, 2010 (Inception) Through May 31, 2011 | F-4 |
Statement of Stockholders’ Equity for the Period from November 3, 2010 (Inception) Through May 31, 2011 | F-5 |
Statement of Cash Flows for the Period from November 3, 2010 (Inception) Through May 31, 2011 | F-6 |
Notes to Financial Statements | F-7 |
D. Brooks and Associates CPA’s P.A. |
West Palm Beach, FL |
June 30, 2011 |
D. Brooks and Associates CPA’s, P.A. 8918 Marlamoor Lane, West Palm Beach, FL 33412 – (954) 592-2507 |
Current Assets: | ||||
Cash and cash equivalents | $ | 13,641 | ||
Accounts receivable | 5,916 | |||
Total current assets | 19,557 | |||
Property and Equipment: | ||||
Computer equipment | 2,034 | |||
Less: accumulated depreciation | (311 | ) | ||
Total property and equipment, net | 1,723 | |||
Total Assets | $ | 21,280 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Current Liabilities: | ||||
Accounts payable and accrued liabilities | $ | 750 | ||
Total current liabilities | 750 | |||
Total liabilities | 750 | |||
Commitments and Contingencies | ||||
Stockholders' Equity: | ||||
Common stock, par value $.0001 per share, 100,000,000 shares authorized; 9,500,000 shares issued and outstanding | 950 | |||
Additional paid-in capital | 37,972 | |||
Deficit accumulated during the development stage | (18,392 | ) | ||
Total stockholders' equity | 20,530 | |||
Total Liabilities and Stockholders' Equity | $ | 21,280 |
Revenue | $ | 5,916 | ||
Cost of Goods Sold | 3,124 | |||
Gross Profit | $ | 2,792 | ||
Expenses: | ||||
General and administrative | 3,188 | |||
Professional fees | 13,750 | |||
Telephone | 1,641 | |||
Travel expenses | 2,605 | |||
Total expenses | 21,184 | |||
Loss from Operations | (18,392 | ) | ||
Provision for Income Taxes | - | |||
Net Loss | $ | (18,392 | ) | |
Loss Per Common Share: | ||||
Loss per common share - Basic and Diluted | $ | (0.00 | ) | |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 7,005,024 |
Additional | Deficit Accumulated | |||||||||||||||||||
Common stock | Paid-in | During the Development | ||||||||||||||||||
Shares | Amount | Capital | Stage | Totals | ||||||||||||||||
Balance - November 3, 2010 (inception) | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common stock issued to founders for cash ($0.001 per share) | 7,500,000 | 750 | - | - | 750 | |||||||||||||||
Common stock issued for cash ($0.02 per share) | 2,000,000 | 200 | 39,800 | - | 40,000 | |||||||||||||||
Payment of common stock issuance costs | - | - | (1,828 | ) | - | (1,828 | ) | |||||||||||||
Net loss for the period | - | - | - | (18,392 | ) | (18,392 | ) | |||||||||||||
Balance - May 31, 2011 | 9,500,000 | $ | 950 | $ | 37,972 | $ | (18,392 | ) | $ | 20,530 |
Operating Activities: | ||||
Net loss | $ | (18,392 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 311 | |||
Changes in net assets and liabilities: | ||||
Accounts receivable | (5,916 | ) | ||
Accounts payable and accrued liabilities | 750 | |||
Net Cash Used in Operating Activities | (23,247 | ) | ||
Investing Activities: | ||||
Purchase of computer equipment | (2,034 | ) | ||
Net Cash Used in Investing Activities | (2,034 | ) | ||
Financing Activities: | ||||
Proceeds from the sale of common stock, net of offering costs of $1,828 | 38,922 | |||
Net Cash Provided by Financing Activities | 38,922 | |||
Net Increase in Cash | 13,641 | |||
Cash - Beginning of Period | - | |||
Cash - End of Period | $ | 13,641 | ||
Supplemental Disclosure of Cash Flow Information: | ||||
Cash paid during the period for: | ||||
Interest | $ | - | ||
Income taxes | $ | - |
Current | ||||
Federal | $ | - | ||
State | - | |||
Deferred | ||||
Federal | 4,236 | |||
State | - | |||
Change in valuation allowance | (4,236 | ) | ||
$ | - |
November 3, 2010 | ||||
(Inception) Through | ||||
May 31, 2011 | ||||
Income tax at statutory rate | 23.00 | % | ||
Change in valuation allowance | (23.00 | ) | ||
Total | 0.00 | % |
Net operating loss | $ | 4,236 | ||
Gross deferred tax assets: | 4,236 | |||
Less: valuation allowance | (4,236 | ) | ||
Net deferred tax asset | $ | - |
PLESK CORP.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012
Financial Statements | |
Balance Sheets as of February 29, 2012 (unaudited) and May 31, 2011(audited) | F-14 |
Statements of Operations for the Nine Months Ended February 29, 2012 and for the Periods from November 3, 2010 (Inception) Through February 28, 2011 and February 29, 2012 (unaudited) | F-15 |
Statement of Stockholders’ Deficit for the Periods from November 3, 2010 (Inception) Through February 29, 2012 (unaudited) | F-16 |
Statements of Cash Flows for the Nine Months Ended February 29, 2012 and for the Periods from November 3, 2010 (Inception) Through February 28, 2011 and February 29, 2012 (unaudited) | F-17 |
Notes to Financial Statements | F-18 |
F-13 |
PLESK CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
As of | As of | |||||||
February 29, | May 31, | |||||||
2012 | 2011 | |||||||
(Unaudited) | (Audited) | |||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 315 | $ | 13,641 | ||||
Accounts receivable | - | 5,916 | ||||||
Total current assets | 315 | 19,557 | ||||||
Property and Equipment: | ||||||||
Computer equipment | 2,034 | 2,034 | ||||||
Less: accumulated depreciation | (820 | ) | (311 | ) | ||||
Total property and equipment, net | 1,214 | 1,723 | ||||||
Total Assets | $ | 1,529 | $ | 21,280 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 9,525 | $ | 750 | ||||
Total current liabilities | 9,525 | 750 | ||||||
Total liabilities | 9,525 | 750 | ||||||
Commitments and Contingencies | ||||||||
Stockholders' Equity: | ||||||||
Common stock, par value $.0001 per share, 100,000,000 shares | ||||||||
authorized; 9,500,000 shares issued and outstanding | 950 | 950 | ||||||
Additional paid-in capital | 37,972 | 37,972 | ||||||
Deficit accumulated during the development stage | (46,918 | ) | (18,392 | ) | ||||
Total stockholders' equity (deficit) | (7,996 | ) | 20,530 | |||||
Total Liabilities and Stockholders' Equity (Deficit) | $ | 1,529 | $ | 21,280 |
The accompanying notes to financial statements are
an integral part of these statements.
F-14 |
PLESK CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
From | From | |||||||||||
November 3, 2010 | November 3, 2010 | |||||||||||
Nine Months Ended | (inception) through | (inception) through | ||||||||||
February 29, | February 28, | February 29, | ||||||||||
2012 | 2011 | 2012 | ||||||||||
Revenues | $ | - | $ | - | $ | 5,916 | ||||||
Total revenues | - | - | 5,916 | |||||||||
Cost of Goods Sold | - | - | 3,124 | |||||||||
Total cost of goods sold | - | - | 3,124 | |||||||||
Gross Profit | - | - | 2,792 | |||||||||
Expenses: | ||||||||||||
General and administrative | 4,190 | 1,988 | 6,639 | |||||||||
Consulting | 281 | - | 281 | |||||||||
Filing Fees | 1,503 | 764 | 2,242 | |||||||||
Professional fees | 19,775 | 13,000 | 33,525 | |||||||||
Telephone | - | - | 1,641 | |||||||||
Travel expenses | 2,777 | - | 5,382 | |||||||||
Total expenses | 28,526 | 15,752 | 49,710 | |||||||||
Loss from Operations | (28,526 | ) | (15,752 | ) | (46,918 | ) | ||||||
Provision for income taxes | - | - | - | |||||||||
Net Loss | $ | (28,526 | ) | $ | (15,752 | ) | $ | (46,918 | ) | |||
Loss Per Common Share: | ||||||||||||
Loss per common share - Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted Average Number of Common Shares | ||||||||||||
Outstanding - Basic and Diluted | 9,500,000 | 4,706,303 |
The accompanying notes to financial statements are
an integral part of these statements.
F-15 |
PLESK CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM NOVEMBER 3, 2010 (INCEPTION)
THROUGH FEBRUARY 29, 2012
(Unaudited)
Deficit | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Additional | During the | |||||||||||||||||||
Common stock | Paid-in | Development | ||||||||||||||||||
Shares | Amount | Capital | Stage | Total | ||||||||||||||||
Balance - November 3, 2010 (Inception) | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common stock issued for cash ($.0001 per share) | 7,500,000 | 750 | - | - | 750 | |||||||||||||||
Common stock issued for cash ($.02 per share) | 2,000,000 | 200 | 39,800 | - | 40,000 | |||||||||||||||
Payment of common stock issuance costs | - | - | (1,828 | ) | - | (1,828 | ) | |||||||||||||
Net loss for the period | - | - | - | (18,392 | ) | (18,392 | ) | |||||||||||||
Balance - May 31, 2011 | 9,500,000 | 950 | 37,972 | (18,392 | ) | 20,530 | ||||||||||||||
Net loss for the period | - | - | - | (28,526 | ) | (28,526 | ) | |||||||||||||
Balance - February 29, 2012 | 9,500,000 | $ | 950 | $ | 37,972 | $ | (46,918 | ) | $ | (7,996 | ) |
The accompanying notes to financial statements are
an integral part of these statements.
F-16 |
PLESK CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
From | From | |||||||||||
November 3, 2010 | November 3, 2010 | |||||||||||
Nine Months Ended | (inception) through | (inception) through | ||||||||||
February 29, | February 28, | February 29, | ||||||||||
2012 | 2011 | 2012 | ||||||||||
Operating Activities: | ||||||||||||
Net loss | $ | (28,526 | ) | $ | (15,752 | ) | $ | (46,918 | ) | |||
Adjustments to reconcile net loss to net cash | ||||||||||||
used in operating activities: | �� | - | ||||||||||
Depreciation | 509 | - | 820 | |||||||||
Changes in net assets and liabilities- | ||||||||||||
Accounts receivable | 5,916 | - | - | |||||||||
Accounts payable and accrued liabilities | 8,775 | - | 9,525 | |||||||||
Net Cash Used in Operating Activities | (13,326 | ) | (15,752 | ) | (36,573 | ) | ||||||
Investing Activities: | ||||||||||||
Purchase of computer equipment | - | - | (2,034 | ) | ||||||||
Net Cash Used in Investing Activities | - | - | (2,034 | ) | ||||||||
Financing Activities: | ||||||||||||
Advances from stockholders | - | 13,525 | - | |||||||||
Proceeds from issuance of common stock | - | 21,000 | 38,922 | |||||||||
Net Cash Provided by Financing Activities | - | 34,525 | 38,922 | |||||||||
Net (Decrease) Increase in Cash | (13,326 | ) | 18,773 | 315 | ||||||||
Cash - Beginning of Period | 13,641 | - | - | |||||||||
Cash - End of Period | $ | 315 | $ | 18,773 | $ | 315 | ||||||
Supplemental Disclosure of Cash Flow Information: | ||||||||||||
Cash paid during the period for: | ||||||||||||
Interest | $ | - | $ | - | $ | - | ||||||
Income taxes | $ | - | $ | - | $ | - |
The accompanying notes to financial statements are
an integral part of these statements.
F-17 |
PLESK CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012
1. Summary of Significant Accounting Policies
Basis of Presentation and Organization
Plesk Corp. (the “Company”) was incorporated under the laws of the State of Delaware on November 3, 2010. The business plan of the Company is to import consumer electronics, home appliances and plastic housewares. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.
The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information.
The financial information as of May 31, 2011 is derived from the audited financial statements. The unaudited condensed interim financial statements should be read in conjunction with this registration statement, which contains the audited financial statements and notes thereto.
Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the period ended February 29, 2012 are not necessarily indicative of results for the full fiscal year.
Development Stage
As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.
Cash and Cash Equivalents
For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Accounts Receivable
The Company extends non-interest-bearing trade credit to its customers in the ordinary course of business. The Company maintains an allowance for doubtful accounts receivable based upon historical collection experience and expected collectability of the accounts receivable. In an effort to reduce credit risk, the Company (i) has established credit limits for all of its customer relationships, (ii) performs ongoing credit evaluations of customers’ financial condition, (iii) monitors the payment history and aging of customers’ receivables, and (iv) monitors open orders against an individual customer’s outstanding receivable balance.
Property and Equipment
Property and equipment consists of computer equipment, which is stated at cost and depreciated using the straight-line method based on an estimated useful life of three years. Depreciation expense totaled $509 for the nine months end February 29, 2012, and $0 and $820 for the periods from November 3, 2010 (inception) throughFebruary 28, 2011 andFebruary 29, 2012, respectively.
F-18 |
Expenditures for maintenance and repairs are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of operations.
Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value.
Revenue Recognition
The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.
Shipping and Handling Costs
Shipping and handling costs are included in cost of goods sold on the accompanying statement of operations and totaled $574 for the period from November 3, 2010 (inception) through February 29, 2012. There were no such costs incurred during the nine months endedFebruary 29, 2012 or for the period from November 3, 2010 (inception) throughFebruary 28, 2011.
Advertising and Promotion Costs
Advertising and marketing costs are expensed as incurred and totaled $644 for the period from November 3, 2010 (inception) through February 29, 2012 of which $221was incurred during the nine months endedFebruary 29, 2012. There were no such costs incurred for the period from November 3, 2010 (inception) throughFebruary 28, 2011.
Loss per Common Share
Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding as of February 29, 2012.
Income Taxes
Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States. All of the Company’s tax years since inception remain subject to examination by Federal and state jurisdictions.
The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations.
F-19 |
Fair Value of Financial Instruments
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of February 29, 2012, the carrying value of accounts payable and accrued liabilities approximated fair value due to the short-term nature of these instruments.
Estimates
The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and revenues and expenses for the periods from November 3, 2010 (inception) through February 29, 2012. Actual results could differ from those estimates made by management.
Fiscal Year End
The Company has adopted a fiscal year end of May 31.
Recent Accounting Pronouncements
In April 2010, the FASB issued ASU No. 2010-17, Revenue Recognition—Milestone Method (ASU 2010-017). ASU 2010-017 provides guidance in applying the milestone method of revenue recognition to research or development arrangements. This guidance concludes that the milestone method is a valid application of the proportional performance model when applied to research or development arrangements. Accordingly, an entity can make an accounting policy election to recognize a payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurements (ASU No. 2010-06). ASU No. 2010-06 requires: (1) fair value disclosures of assets and liabilities by class; (2) disclosures about significant transfers in and out of Levels 1 and 2 on the fair value hierarchy, in addition to Level 3; (3) purchases, sales, issuances, and settlements be disclosed on gross basis on the reconciliation of beginning and ending balances of Level 3 assets and liabilities; and (4) disclosures about valuation methods and inputs used to measure the fair value of Level 2 assets and liabilities. ASU No. 2010-06 becomes effective for the first financial reporting period beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements of Level 3 assets and liabilities which will be effective for fiscal years beginning after December 15, 2010. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.
In October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements: a consensus of the FASB Emerging Issues Task Force (ASU 2009-13). ASU 2009-13 establishes a selling-price hierarchy for determining the selling price of each element within a multiple-deliverable arrangement. Specifically, the selling price assigned to each deliverable is to be based on vendor-specific objective evidence (VSOE) if available, third-party evidence, if VSOE is unavailable, and estimated selling prices if neither VSOE or third-party evidence is available. In addition, ASU 2009-13 eliminates the residual method of allocating arrangement consideration and instead requires allocation using the relative selling price method. ASU 2009-13 will be effective prospectively for multiple-deliverable revenue arrangements entered into, or materially modified, in fiscal years beginning on or after June 15, 2010 The adoption of this accounting standard had no impact on the Company's financial position or results of operations.
The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.
F-20 |
2. Concentration of Credit Risk
All of the Company’s sales for the period from November 3, 2010 (inception) through February 29, 2012 is attributed to one customer. All of the related purchases were from one vendor.
3. Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has net losses for the period from November 3, 2010 (inception) to February 29, 2012 of $46,918. Implementation of the Company’s business plan will require additional debt or equity financing and there can be no assurance that additional financing can be obtained on acceptable terms. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management’s Plans
On April 25, 2012, the Company’s President and Chief Executive Officer executed a promissory note the Company to provide funding up to $100,000 over the next two years. See Note 8. Subsequent Events.
Management’s goal is to profitably sell a comprehensive supply of household appliances and electronic devices on its Internet website primarily to distributors and retailers of these products. The Company has begun to establish its office and acquire the equipment needed to begin operations. The Company does not intend to hire employees until it is fully operational. Its officers and directors will provide all necessary administrative services until such time.
The Company plans to complete construction of and continue enhancing its website. Management will focus its marketing and advertising efforts on promoting its website to prospective product distributors and retailers through traditional sources such as advertising in magazines, newspaper advertising, billboards, telephone directories and preparing and sending out flyers and mailers both through the regular mail and via email.
Once the website is fully functional, management intends to hire a team of 5-10 telemarketing agents who will act as sales representatives on behalf of the Company. This telemarketing team will target potential distributors or store owners in an attempt to introduce them to the website. Management will also hire additional employees on an as needed basis.
Management anticipates that the Company will generate revenues as soon as it is able to offer products for sale on its website.
There can be no assurance that the Company will be successful in implementing its plans or achieving profitable operations.
4. Common Stock
On December 8, 2010, the Company issued 7,500,000 shares of common stock to the officers and directors of the Company for cash proceeds of $750.
On December 8, 2010 the Company began a capital formation activity through a Private Placement Offering (“PPO”), exempt from registration under the Securities Act of 1933, to raise up to $40,000 through the issuance of 2,000,000 shares of its common stock, par value $0.0001 per share, at an offering price of $0.02 per share. As of February 29, 2012, the Company had received $40,000 in gross proceeds from the PPO.
5. Income Taxes
As of February 29, 2012 the Company had a net operating loss carry-forward of approximately $43,418 which may be used to offset future taxable income and expires in 2031.
F-21 |
6. Related Party and Transactions
On December 8, 2010, the Company issued 7,500,000 shares of common stock to the officers and directors of the Company for cash proceeds of $750.
During the period from November 3, 2010 (inception) through February 28, 2011, a stockholder advanced $13,525 to the Company for working capital purposes. These amounts were non-interest bearing, due on demand, and repaid during the quarter ended May 31, 2011.
7. Commitments
In November 2010, the Company entered into an agreement for website design and maintenance services to be provided over a two year period beginning in May 2011. Pursuant to the terms of the agreement, the total fee of $20,000 is payable in four installments of $5,000 each in May 2012, August 2012, November 2012 and February 2013. The Company has accrued $8,500 for this agreement as of February 29, 2012. Total expenses recognized for this agreement totaled $8,500 for the nine months endedFebruary 29, 2012 and for the period from November 3, 2010 (inception) throughFebruary 29, 2012.
8. Subsequent Event
On April 25, 2012, the Company’s President and Chief Executive Officer executed a promissory note the Company to provide funding up to $100,000 over the next two years provided that at no time can more than $25,000 of principal remain outstanding. No interest accrues on the outstanding principal under the terms of this note. All outstanding principal is due no later than April 25, 2014.
F-22 |