Large accelerated filer | ¨ | Accelerated Filer | ¨ | |
Non-accelerated filer | ¨ | Smaller reporting company | x | |
(Do not check if a smaller reporting company) |
Proposed | Proposed | |||||||||||||||
Maximum | Maximum | Amount | ||||||||||||||
Title | Amount | Offering | Aggregate | of | ||||||||||||
Of Securities To be Registered | to be Registered | Price Per Share | Offering Price (1) | Registration Fee (1) | ||||||||||||
Common Stock,(1) | 2,500,000 | $ | 0.03 | $ | 75,000 | $ | 9.00 | |||||||||
Par value $0.0001 | ||||||||||||||||
Per share |
Prospectus Summary | 4 | |
Our Company | 4 | |
Our Direct Public Offering | 5 | |
The Offering | 5 | |
Selected Summary Financial Data | 6 | |
RISK FACTORS | 7 | |
RISKS RELATING TO OUR COMPANY | 7 | |
Use of Proceeds | 15 | |
Percent of Net Proceeds Received | 16 | |
Determination of Offering Price | 17 | |
Dilution | 17 | |
Our Business | 17 | |
General Development | 17 | |
THIRD-PARTY MANUFACTURERS | 19 | |
INTELLECTUAL PROPERTY | 19 | |
COMPETITION | 19 | |
Patent, Trademark, License & Franchise Restrictions | 20 | |
Contractual Obligations & Concessions | 20 | |
Employees | 20 | |
Transfer Agent | 20 | |
Research and Development | 21 | |
Description of Property | 21 | |
Management's Discussion | 21 | |
Analysis or Plan of Operation | 21 | |
Plan of Operation | 21 | |
General Working Capital | 22 | |
Quantitative and Qualitative Disclosures about Market Risk. | 23 | |
Analysis of Financial Condition and Results of Operations | 23 | |
Other | 23 | |
Recently Issued Accounting Pronouncements | 24 | |
Off-Balance Sheet Arrangements | 24 | |
Inflation | 24 | |
Market for Common Equity | 25 | |
Related Stockholder Matters | 25 | |
Market Information | 25 | |
Security Holders | 25 | |
Dividend Policy | 25 | |
Securities Authorized Under Equity Compensation Plans | 25 | |
Directors, Executive Officers, Promoters | 25 | |
Control Persons | 25 | |
Directors and Executive Officers | 25 | |
Audit Committee and Financial Expert | 26 | |
Code of Ethics | 26 | |
Potential Conflicts of Interest | 26 | |
Involvement in Certain Legal Proceedings | 26 | |
Executive Compensation | 27 | |
SUMMARY COMPENSATION TABLE | 27 | |
Option/SAR Grants | 27 | |
Long-Term Incentive Plans and Awards | 27 |
Compensation of Directors | 27 | |
Employment Contracts, Termination of Employment | 27 | |
Change-in-control Arrangements | 27 | |
Certain Relationships and Related Transactions | 28 | |
Director Independence | 28 | |
Security Ownership of Certain Beneficial Owners and Management | 28 | |
Legal Proceedings | 29 | |
Description of Securities | 29 | |
Our Common Stock | 29 | |
Our Preferred Stock | 30 | |
Plan of Distribution | 30 | |
OFFERING PERIOD AND EXPIRATION DATE | 31 | |
PROCEDURES FOR SUBSCRIBING | 31 | |
Right to Reject Subscriptions | 31 | |
Underwriters | 31 | |
Regulation M | 32 | |
Section 15(G) of the Exchange Act | 32 | |
Changes In and Disagreements with Accountants On Accounting And Financial Disclosure | 32 | |
Indemnification for Securities Act Liabilities | 32 | |
Legal Matters | 32 | |
Experts | 32 | |
Interest of Named Experts and Counsel | 32 | |
Available Information | 33 | |
Information Not Required in Prospectus | 34 | |
Signatures | 37 | |
Exhibits Table | 38 |
Total shares of common stock outstanding prior to the offering | 3,000,000 shares | |
Shares of common stock being offered by us | 2,500,000 shares | |
Total shares of common stock outstanding after the offering | 5,500,000 shares | |
Gross proceeds: | Gross proceeds from the sale of all of the 2,500,000 shares of our common stock being offered pursuant to this registration statement will be $75,000. | |
Use of Proceeds | The proceeds from the sale of our shares will be used as general operating capital to help create and maintain a marketing effort to identify and contract with third party licensees interested in developing a product based on our Patent and bringing such product to market. |
Risk Factors | There are substantial risk factors involved in investing in our Company. For a discussion of certain factors you should consider before buying shares of our common stock, see the section entitled "Risk Factors." | |
Primary Market | We intend to locate and contract with licensees that will sell a product based on our Patent in the US market. |
For the date of Inception May 11 ,2011 to | ||||
(June 30, 2011) | ||||
Statement of Operations: | ||||
Total revenues | $ | - | ||
Total operating expenses | $ | 19,980 | ||
(Loss) from operations | $ | (19,980 | ) | |
Net (loss) | $ | (19,980 | ) | |
(Loss) per common share | $ | (0.02 | ) | |
Weighted average number of common shares outstanding - Basic and diluted | 1,882,353 |
As of | ||||
(June 30, 2011) | ||||
Balance Sheet: | ||||
Cash in bank | $ | - | ||
Deferred Offering Costs | $ | 20,000 | ||
Total current assets | $ | 20,000 | ||
Total assets | $ | 20,000 | ||
Total current liabilities | $ | 39,980 | ||
Total liabilities | $ | 39,980 | ||
Total stockholders' (deficit) | $ | (19,980 | ) | |
Total liabilities and stockholders' (deficit) | $ | 20,000 |
1. | We are a development stage company with no operating history and may never be able to carry out our business plan or achieve any revenues or profitability; at this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their entire investment. |
2. | We expect to incur operating losses in the next twelve months because we have no plan to generate revenues unless and until we successfully find a third party manufacturer to design, market, and sell an anti-theft vehicle ignition system based on our Patent. |
3. | We do not have sufficient cash to fund our operating expenses for the next twelve months, and we will require additional funds through the sale of our common stock, which requires favorable market conditions and interest in our activities by investors. We may not be able to sell our common stock and funding may not be available for continued operations. |
4. | Our auditors have expressed substantial doubt about our ability to continue as a going concern, and if we do not raise net proceeds of at least $53,500 from our offering, we may have to suspend or cease operations within twelve months. |
5. | We have no track record that would provide a basis for assessing our ability to conduct successful business activities. We may not be successful in carrying out our business objectives. |
6. | Because we are not making provisions for a refund to investors, you may lose your entire investment. |
7. | As a development stage company, we may experience substantial cost overruns in marketing our technology and in locating and negotiating a license agreement with a third party for the licensing of our Patent and the manufacture of a product based on our Product. |
8. | We will rely on third party licensees to develop, manufacture, and market a product based on our Patent. |
9. | We are a small company with limited resources compared to some of our current and potential competitors, and the third party licensees to whom we will license our technology may not be able to compete effectively and increase market share. |
10. | Changing consumer preferences may negatively impact our business. |
11. | Because our Directors and officers have no experience in running a company that licenses the right to develop, manufacture, and sell an anti-theft vehicle ignition system for automobiles, they may not be able to successfully operate such a business which could cause you to lose your investment. |
12. | Because Yitzchak Eliezer Socolovsky and Akiva Shonfeld have other outside business activities and will only be devoting up to 10% of their time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of our business activities. |
13. | Our Directors own 100% of the outstanding shares of our common stock, and may be able to influence control of the company or decision making by management of the Company. |
14. | If our intellectual property protection is inadequate, competitors may gain access to our technology and undermine our competitive position. |
15. | We may be subject to intellectual property litigation, such as patent infringement claims which could adversely affect our business. |
16. | You may experience difficulties in attempting to enforce liabilities based upon U.S. federal securities laws against our non-U.S. resident Directors and officers. |
• | the judgment was rendered by a court which was, according to the laws of the State in which the court is located, competent to render the judgment; |
• | the judgment may no longer be appealed; |
• | the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and |
• | the judgment is executory in the State in which it was given. |
• | the judgment was obtained by fraud; |
• | there is a finding of lack of due process; |
• | the judgment was rendered by a court not competent to render it according to the laws of private international law in Israel; |
• | the judgment is in conflict with another judgment that was given in the same matter between the same parties and that is still valid; or |
• | the time the action was instituted in the foreign court, a suit in the same matter and between the same parties was pending before a court or tribunal in Israel. |
17. | If and when products based on our Patent are sold, we may be liable for product liability claims and we presently do not maintain product liability insurance. |
18. | We did not conduct due diligence regarding the inventors’ experience nor regarding what was involved in designing and patenting the technology. |
19. | We may in the future issue additional shares of our common stock which would reduce investors’ ownership interests in the Company and which may dilute our share value. We do not need stockholder approval to issue additional shares. |
20. | Our common stock is subject to the "penny stock" rules of the 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. |
21. | We do not intend to pay cash dividends on our shares of common stock but rather, we intend to finance the development and expansion of our business, delaying or perhaps preventing investors from receiving a return on their shares. |
22. | The investors may sustain a loss of their investment based on the offering price of our common stock. |
23. | State securities laws may limit secondary trading, which may restrict the states in which you may sell the shares offered by this prospectus. |
24. | We cannot guarantee that the business plan and the plan of operation detailed in this offering will be developed according to the patented technology we plan to license. |
25. | Our directors do not have experience with the National Highway Traffic Safety Administration (NHTSA), which is responsible for setting and enforcing vehicle anti-theft regulations. |
26. | If we do not file a Form 8-A you may have limited access to information regarding our business and our securities may not be eligible for quotation on the OTC Bulletin Board. |
40% | 60% | 80% | 100% | |||||||||||||
Shares Sold | 1,000,000 | 1,500,000 | 2,000,000 | 2,500,000 | ||||||||||||
Gross Proceeds | $ | 30,000 | $ | 45,000 | $ | 60,000 | $ | 75,000 | ||||||||
Less Offering Expenses | $ | (21,500 | ) | $ | (21,500 | ) | $ | (21,500 | ) | $ | (21,500 | ) | ||||
Net Offering Proceeds | $ | 8,500 | $ | 23,500 | $ | 38,500 | $ | 53,500 |
40% | 60% | 80% | 100% | |||||||||||||
General working capital | $ | — | — | — | $ | 3,500 | ||||||||||
Marketing Licensing Rights to Third Parties | $ | 5,000 | 8,500 | 15,500 | $ | 20,000 | ||||||||||
SEC reporting, legal fees, accounting, auditing, and transfer agent fees | $ | 3,500 | 15,000 | 23,000 | 30,000 | |||||||||||
Total | $ | 8,500 | 23,500 | 38,500 | $ | 53,500 |
Shares Sold | 1,000,000 | 1,500,000 | 2,000,000 | 2,500,000 | ||||||||||||
Gross Proceeds less oferring Expenses | 8,500 | 23,500 | 38,500 | 53,500 | ||||||||||||
Historical Net Tangible Book Value before the Offering | -39,980 | -39,980 | -39,980 | -39,980 | ||||||||||||
Historical Net Tangible Book Value Per Share Before the Offering | -0.0133 | -0.0133 | -0.0133 | -0.0133 | ||||||||||||
Historical Net Tangible Book Value after the Offering | -31,480 | -16,480 | -1,480 | 13,520 | ||||||||||||
Historical Net Tangible Book Value Per Share after the Offering | -0.0079 | -0.0037 | -0.0003 | 0.0025 | ||||||||||||
Increase per share to exisiting Shareholders | -0.0080 | -0.0038 | -0.0004 | 0.0024 | ||||||||||||
Dilution Per Share to New Shareholders | 0.0379 | 0.0337 | 0.0303 | 0.0275 | ||||||||||||
Dilution Percentage to New investors in the Offering | 126 | % | 112 | % | 101 | % | 92 | % |
Shares | ||||||||||||
Number | Percent | Amount | ||||||||||
Existing Stockholders | 3,000,000 | 55 | % | $ | 300 | |||||||
New Investors | 2,500,000 | 45 | % | $ | 75,000 | |||||||
Total | 5,500,000 | 100 | % | $ | 75,300 |
Name | Age | Positions and Offices Held | ||
Yitzchak Eliezer Socolovsky | 26 | President and Director | ||
Akiva Shonfeld | 24 | Secretary, Director and Principal Accounting and Financial Officer |
Mr Socolovsky studied Biblical Hebrew and Jewish law Science in the famous Talmudic academic institution called Hebron , in Jerusalem Israel , from January 2003 until July 2006 . Subsequently from August 2006 he continued todate his career at Y.NOF Ltd , an International Marketing Co of Hebrew Educational Literature whereby he currently oversees and manages a Branch in Bet Shemesh , Israel . His duties includes the overseeing of, Customer Billing , Support, Inventory Control , internal and external management reporting , and overseeing personnel.
Annual Compensation | Long Term Compensation | |||||||||||||||||||||||||||||||||
Name and Principal Position | Year (1) | Salary | Bonus | Stock Awards | Option Awards | NonEquity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||||||
Yitzchak Eliezer Socolovsky | ||||||||||||||||||||||||||||||||||
President and Director | 2010 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||||||||||||
Akiva Shonfeld | ||||||||||||||||||||||||||||||||||
Secretary and Director and Principal Accounting and Financial Officer | 2010 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 |
Name and Address of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned or Right to Direct Vote (1) | Percent of Common Stock Beneficially Owned or Right to Direct Vote (1) | ||||||
Yitzchak Eliezer Socolovsky, 26 HaShlosha Street Bnei Brak 51363, Israel | 1,500,000 | 50 | % | |||||
Akiva Shonfeld, 4 Parnas Street Jerusalem, Israel | 1,500,000 | 50 | % | |||||
All stockholders, and / or Directors and / or executive officers as a group (Two persons) | 3,000,000 | 100 | % |
Report of Registered Independent Auditors | F-2 |
Financial Statements- | |
Balance Sheet as of June 30, 2011 | F-3 |
Statements of Operations for the period May 11, 2011 through June 30, 2011, and Cumulative from Inception | F-4 |
Statement of Changes in Stockholders’ Equity for the Period from Inception Through June 30, 2011 | F-5 |
Statements of Cash Flows for the period Ended June 30, 2011, and Cumulative from Inception | F-6 |
Notes to Financial Statements | F-7 |
ASSETS | ||||
As of | ||||
June 30, | ||||
2011 | ||||
Current Assets: | ||||
Deferred offering costs | $ | 20,000 | ||
Total current assets | 20,000 | |||
Total Assets | $ | 20,000 |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) | ||||
Current Liabilities: | ||||
Accounts payable and accrued liabilities | $ | 22,480 | ||
Loans from related parties - Directors and stockholders | 17,500 | |||
Total current liabilities | 39,980 | |||
Total liabilities | 39,980 | |||
Commitments and Contingencies | ||||
Stockholders' (Deficit): | ||||
Common stock, par value $.0001 per share, 200,000,000 shares | ||||
authorized; 3,000,000 shares issued and outstanding | 300 | |||
Stock subscription receivable | (300 | ) | ||
(Deficit) accumulated during the development stage | (19,980 | ) | ||
Total stockholders' (deficit) | (19,980 | ) | ||
Total Liabilities and Stockholders' (Deficit) | $ | 20,000 |
May 11, 2011 | Cumulative | |||||||
to | From | |||||||
June 30, 2011 | Inception | |||||||
Revenues | $ | - | $ | - | ||||
Expenses: | ||||||||
Patent | 15,000 | 15,000 | ||||||
Professional fees | 4,980 | 4,980 | ||||||
Total expenses | 19,980 | 19,980 | ||||||
(Loss) from Operations | (19,980 | ) | (19,980 | ) | ||||
Other Income (Expense) | - | - | ||||||
Provision for income taxes | - | - | ||||||
Net (Loss) | $ | (19,980 | ) | $ | (19,980 | ) | ||
(Loss) Per Common Share: | ||||||||
(Loss) per common share - Basic and Diluted | $ | (0.01 | ) | |||||
Weighted Average Number of Common Shares | ||||||||
Outstanding - Basic and Diluted | 1,882,353 |
(Deficit) | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Stock | During the | |||||||||||||||||||
Common stock | Subscription | Development | ||||||||||||||||||
Shares | Amount | Receivable | Stage | Totals | ||||||||||||||||
Balance - at inception | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common stock issued for cash ($0.0001 per share) | 3,000,000 | 300 | (300 | ) | - | - | ||||||||||||||
Net (loss) for the period | - | - | - | (19,980 | ) | (19,980 | ) | |||||||||||||
Balance - July 31, 2010 | 3,000,000 | $ | 300 | $ | (300 | ) | $ | (19,980 | ) | $ | (19,980 | ) |
May 11, 2011 | Cumulative | |||||||
to | From | |||||||
June 30, 2011 | Inception | |||||||
Operating Activities: | ||||||||
Net (loss) | $ | (19,980 | ) | $ | (19,980 | ) | ||
Adjustments to reconcile net (loss) to net cash | ||||||||
(used in) operating activities: | ||||||||
Changes in net assets and liabilities- | ||||||||
Deferred offering costs | (20,000 | ) | (20,000 | ) | ||||
Accounts payable and accrued liabilities | 22,480 | 22,480 | ||||||
Net Cash Used in Operating Activities | (17,500 | ) | (17,500 | ) | ||||
Investing Activities: | - | - | ||||||
Net Cash Used in Investing Activities | - | - | ||||||
Financing Activities: | ||||||||
Proceeds from related party loans | 17,500 | 17,500 | ||||||
Net Cash Provided by Financing Activities | 17,500 | 17,500 | ||||||
Net (Decrease) Increase in Cash | - | - | ||||||
Cash - Beginning of Period | - | - | ||||||
Cash - End of Period | $ | - | $ | - | ||||
Supplemental Disclosure of Cash Flow Information: | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | - | $ | - | ||||
Income taxes | $ | - | $ | - |
Current Tax Provision: | ||||
Federal- | ||||
Taxable income | $ | - | ||
Total current tax provision | $ | - | ||
Deferred Tax Provision: | ||||
Federal- | ||||
Loss carryforwards | $ | 4,595 | ||
Non-deductible patent expense | (3,412 | ) | ||
Change in valuation allowance | (1,184 | ) | ||
Total deferred tax provision | $ | - |
Loss carryforwards | $ | 1,184 | ||
Less - Valuation allowance | (1,184 | ) | ||
Total net deferred tax assets | $ | - |
Nature of Expense | Amount | |||
SEC Registration fee | $ | 9 | ||
*Transfer Agent Fees ( Estimated ) | 1,500 | |||
Accounting fees and expenses ( recorded in the FS ) | 10,000 | |||
Legal fees and expenses ( recorded in the FS ) | 10,000 | |||
Total: | $ | 21,509 |
Name and Address of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | |||
Yitzchak Eliezer Socolovsky 26 HaShlosha Street Bnei Brak 51363, Israel | 1,500,000 | |||
Akiva Shonfeld 4 Parnas Street Jerusalem, Israel | 1,500,000 |
Safe Dynamics Corp. | ||
Date September 13 , 2011 | By: | /s/ Yitzchak Eliezer Socolovsky |
Yitzchak Eliezer Socolovsky | ||
President (Principal Executive Officer) |
Name | Title | Date | ||
/s/ Yitzchak Eliezer Socolovsky | President and Director (Principal | September 13 2011 | ||
Yitzchak Eliezer Socolovsky | Executive Officer) | |||
/s/Akiva Shonfeld | Secretary and Director , Principal | September 13 2011 | ||
Akiva Shonfeld | Accounting and Financial Officer | |||
Akiva Shonfeld is authorized to sign our document in the capacity of Principal Accounting and Financial Officer |
EXHIBIT | ||
NUMBER | DESCRIPTION | |
3.1 | Articles of Incorporation of the Company | |
3.2 | By-Laws of the Company | |
3.3 | Form of Common Stock Certificate of the Company | |
5.1 | Opinion of Legal Counsel | |
10.1 | Patent Transfer and Sale Agreement dated June 13, 2011 | |
23.1 | Consent of Weinberg and Baer, LLC. | |
23.2 | Consent of legal counsel (see Exhibit 5.1) | |
99.1 | Subscription Agreement |