Amendment No. 1
Nevada | 7371 | 27-4841391 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
Title of Each Class Of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Aggregate Offering Price per share (2) | Proposed Maximum Aggregate Offering Price | Amount of Registration fee | ||||||||||||
Common Stock, $0.00001 par value per share | 1,033,000 | $ | $0.01 | $ | 10,330 | $ | 1.18 |
(1) | This Registration Statement covers the resale by our selling shareholders of up to 1,033,000 shares of common stock previously issued to such selling shareholders. |
(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 on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.01 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the Over-the-Counter Bulletin Board (the “OTCBB”), at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. |
PAGE | ||
Prospectus Summary | 3 | |
Summary of Financial Information | 4 | |
Risk Factors | 5 | |
Use of Proceeds | 10 | |
Determination of Offering Price | 10 | |
Dilution | 11 | |
Selling Shareholders | 11 | |
Plan of Distribution | 12 | |
Description of Securities to be Registered | 13 | |
Interests of Named Experts and Counsel | 14 | |
Description of Business | 14 | |
Description of Property | 18 | |
Legal Proceedings | 18 | |
Market for Common Equity and Related Stockholder Matters | 19 | |
Management Discussion and Analysis of Financial Condition and Results of Operation | 19 | |
Plan of Operation | 20 | |
Executive Compensation | 24 | |
Security Ownership of Certain Beneficial Owners and Management | 25 | |
Transactions with Related Persons, Promoters and Certain Control Persons | 26 | |
Disclosure of Commission Position on Indemnification of Securities Act Liabilities | 26 |
Anglesea Enterprises, Inc. (the “Company” or “Anglesea”) was formed on February 8, 2011, in the State of Nevada. We are a development stage company with no revenues and net losses to date. We plan to provide marketing and web-related services to small businesses including the design and development of original websites utilizing creative writing and graphics, virtual tours, audio/visual services, marketing analysis and search engine optimization. We also plan to provide economical internet-related marketing services to small businesses that are looking to expand their existing marketing efforts to reach a larger audience via their website.
Accordingly, you cannot fully evaluate our business, and therefore our future prospects, due to a lack of operating history and revenues. To date, our business development activities have consisted solely of developing our own website and preliminary discussions of our planned service offering with prospective customers strategic partners who offer such services. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. In addition, there is no guarantee that we will be able to expand our business development efforts and establish revenue and profit generating operations. Failure to generate revenues and profit will cause us to suspend or cease operations. If this happens, you could lose all or part of your investment.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such, we may have to cease operations and you could lose your investment.
Common stock offered by selling security holders | 1,033,000 shares of common stock. This number represents 1.56% of our current outstanding common stock | |
Common stock outstanding before the offering | 66,033,000 common shares as of March 28, 2012. | |
Common stock outstanding after the offering | 66,033,000 shares. | |
Terms of the Offering | The selling security holders will determine when and how they will sell the common stock offered in this prospectus. | |
Price of the Common Stock | The price of our common stock is a fixed price of $0.01 at which the selling security holders may sell their shares until our common stock is quoted on the Over-the-Counter Bulletin Board (the “OTCBB”), at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. | |
Termination of the Offering | The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or any other rule of similar effect. | |
Use of proceeds | We will not receive any proceeds from the sale of the shares of common stock offered by the Selling Security Holders. | |
Risk Factors | The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 5. |
The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations for the period from inception (February 8, 2011) through December 31, 2011 and balance sheet data as of December 31, 2011.
For the Period from Inception (February 8, 2011) through December 31, 2011 (unaudited) | ||||
STATEMENT OF OPERATIONS | ||||
Revenues | $ | - | ||
Total Operating Expenses | ||||
Consulting Fees | 16,920 | |||
Professional Fees | 17,000 | |||
General and Administrative Expenses | 2,574 | |||
Net Loss | $ | 36,494 |
As of December 31, 2011 (unaudited) | ||||
BALANCE SHEET DATA | ||||
Cash | $ | 24,736 | ||
Total Assets | 24,736 | |||
Current Liabilities | ||||
Accrued Expenses | 300 | |||
Total Liabilities | 300 | |||
Stockholders’ Equity | 24,436 | |||
Total Liabilities and Stockholder’s Equity | 24,736 |
WE HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANY.
· | Increase awareness of our brand name; |
· | Develop effective business plan; |
· | Meet customer standard; |
· | Implement advertising and marketing plan; |
· | Attain customer loyalty; |
· | Maintain current strategic relationships and develop new strategic relationships; |
· | Respond effectively to competitive pressures; |
· | Continue to develop and upgrade our service; and |
· | Attract, retain and motivate qualified personnel. |
The development of our services will require the commitment of substantial resources to implement our business plan. Currently, we have no established bank-financing arrangements. Therefore, it is likely we would need to seek additional financing through subsequent future private offerings of our equity securities, or through strategic partnerships and other arrangements with corporate partners. Should we fail to raise additional capital to develop our business, potential investors could lose their entire investment.
We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations and potential investors could lose their entire investment.
We currently have no revenues and have sustained net losses of $36,494 for the period from inception on February 8, 2011 through December 31, 2011. We cannot give you any assurance that we will experience any positive revenues for the foreseeable future. Should we fail to raise additional capital to develop our business, potential investors could lose their entire investment.
Our President and director, Mr. Christie, is not required to commit his full time to our affairs, which may result in a conflict of interest in allocating his time between our operations and other businesses. He currently devotes approximately 50% of his time to the Company. If Mr. Christie’s other business affairs require him to devote more substantial amounts of time to such affairs, it could limit his ability to devote time to our affairs and could have a negative impact on our ability to execute our business plan. Mr. Christie’s other business affairs include internet and marketing related activities and may create a conflict of interest. We cannot assure you that these conflicts will be resolved in our favor.
BECAUSE OUR COMMON STOCK IS NOT REGISTERED UNDER THE EXCHANGE ACT, WE WILL NOT BE SUBJECT TO THE FEDERAL PROXY RULES AND OUR DIRECTORS, EXECUTIVE OFFICES AND 10% BENEFICIAL HOLDERS WILL NOT BE SUBJECT TO SECTION 16 OF THE EXCHANGE ACT. IN ADDITION, OUR REPORTING OBLIGATIONS UNDER SECTION 15(D) OF THE EXCHANGE ACT MAY BE SUSPENDED AUTOMATICALLY IF WE HAVE FEWER THAN 300 SHAREHOLDERS OF RECORD ON THE FIRST DAY OF OUR FISCAL YEAR.
Our common stock is not registered under the Exchange Act, and we do not intend to register our common stock under the Exchange Act for the foreseeable future (provided that, we will register our common stock under the Exchange Act if we have, after the last day of our fiscal year, more than 500 shareholders of record, in accordance with Section 12(g) of the Exchange Act; as of March 28, 2012, we have less than 40 shareholders of record). As long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules. In addition, so long as our common stock is not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common stock will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4, and 5 respectively. Such information about our directors, executive officers, and beneficial holders will only be available through periodic reports and any registration statements on Form S-1 we file. Furthermore, so long as our common stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.
The common shares being offered for resale by the selling security holders consist of the 1,033,000 shares of our common stock held by 34 shareholders. Such shareholders include the holders of the 1,033,000 shares sold in our private offering pursuant to Regulation D Rule 506 completed on June 30, 2011, at an offering price of $0.01.
The following table sets forth the name of the selling security holders, the number of shares of common stock beneficially owned by each of the selling security holder as of March 28, 2012, and the number of shares of common stock being offered by the selling security holders. The shares being offered hereby are being registered to permit public secondary trading, and the selling security holders may offer all or part of the shares for resale from time to time. However, the selling security holders are under no obligation to sell all or any portion of such shares nor are the selling security holders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling security holders.
Name | Shares Beneficially Owned Prior To Offering(1) | Shares to be Offered | Amount Beneficially Owned After Offering (2) | Percent Beneficially Owned After Offering | ||||||||||||
Franscisco Aldaco | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Lisa Angarano | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
David Blake | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
William Forhan | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Barbara Busch | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Connie Van Curren | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Jeremiah Chiacchai | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
James Christie | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Alan Deutsch | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Louis Diaz | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Louis M. Diaz | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
James Doulgeris | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Denise Doulgeris | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
David Dreslin | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Robert Dudenhoefer | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Angela Dudenhoefer | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Jan Franklin | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Darren Griffin | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Russell Hill | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Sonny Matta | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Lee Pemberton | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Nancy Pemberton | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Jody Reed | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Robert Rohr | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Thomas Flood | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Laura Flood | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Jean Shagena | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Victoria Sheaffer | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Wanda Snyder | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Brandon Stevens | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Eric Voorheis | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
David E. Werner | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Patricia Sue Werner | 1,000 | 1,000 | 0 | 0 | % | |||||||||||
Edward G Mass Jr. | 1,000,000 | 1,000,000 | 0 | 0 | % |
Among the selling security holders, James Christie is our President and Chief Executive Officer. Except for the aforementioned, to our knowledge, none of the other selling security holders or their beneficial owners:
· | has had a material relationship with us other than as a shareholder at any time within the past three years; |
· | has ever been one of our officers or directors or an officer or director of our predecessors or affiliates; or |
· | are broker-dealers or affiliated with broker-dealers. |
· | ordinary brokers transactions, which may include long or short sales; |
· | transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading; |
· | through direct sales to purchasers or sales effected through agents; |
· | through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise); |
· | any combination of the foregoing; or |
· | any other method permitted pursuant to applicable law. |
Anglesea Enterprises, Inc. (the “Company” or “Anglesea”) was formed on February 8, 2011, in the State of Nevada. We are a development stage company with no revenues and net losses to date. We plan to provide of marketing and web-related services to small businesses including the design and development of original websites, creative writing and graphics, virtual tours, audio/visual services, marketing analysis and search engine optimization. We also plan to provide economical internet-related marketing services to small businesses that are looking to expand their existing marketing efforts to reach a larger audience via their website.
Accordingly, you cannot fully evaluate our business, and therefore our future prospects, due to a lack of operating history and revenues. To date, our business development activities have consisted solely of developing our own website and preliminary discussions of our planned service offering with prospective customers strategic partners who offer such services. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. In addition, there is no guarantee that we will be able to expand our business development efforts and establish revenue and profit generating operations. Failure to generate revenues and profit will cause us to suspend or cease operations. If this happens, you could lose all or part of your investment.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such, we may have to cease operations and you could lose your investment.
We plan to offer both informational and e-commerce sites with HTML and Flash designs. We plan to help small businesses promote themselves online with custom designed websites. We intend to work with our customers to create a design that is suitable for their business needs. We plan to do so by using modern, easily accessible, standard base design methods; by customizing a pre-packaged template for a specific business or by creating a unique design based on consumers specific needs.
Whether a small business is looking to create a new website design or update their old website or logo, we plan to help accommodate their needs. We plan to also help small businesses establish their own “blog” and e-commerce solution to expand their sales reach.
Following the date of this registration statement, our business plan for the next twelve months includes the following anticipated timeline of milestones:
1. | Commence Marketing Campaign – April 2012 |
2. | Complete Company Website – May 2012 |
3. | Create Strategic Alliances – April – July 2012 |
We hope to commence generating sales revenues from our new marketing and business development activities within the next six months. Our business plan depends on our ability to successfully market our services and build our client base. Our results can be affected by our ability to price and sell our services to be competitive with other service providers in the market. There can be no assurance we will be successful in implementing our sales and marketing plan or our plan of operations. If we are unable to generate sufficient clients or provide services at competitive prices we may have to reduce, suspend or cease our efforts. If we are forced to cease our previously stated efforts, we do not have plans to pursue other business opportunities.
The demand for web development and marketing services in the small business market continues to grow. The majority of e-commerce service providers generally focus on servicing large and medium-sized corporations. We are developing a business network to try to reduce the burden of heavy project costs in order to afford us the opportunity to offer web development services at competitive prices. We hope to accomplish this goal by strategically aligning ourselves with other service providers to create a bundle of affordable, internet and business services. To date, we have not established any strategic alliances.
Our mission will be to provide accessible, affordable and streamlined web and marketing services to emerging companies.
We plan to offer turn-key, full-service web design and Internet solutions for small businesses. The following is a list of our planned primary website services, which includes but is not limited to the following:
1) | Website Development, Design and Maintenance: We plan to tailor and customize each websites design to the individual clients needs with the ability to fully integrate business needs as they arise. |
2) | Creative Writing and Graphics: We plan to provide clients with creative prose to articulate their message to the right target audience. We plan to create graphics to “tell the story” and deliver a powerful message to customers. |
3) | Website Analysis and Marketing: We plan to offer analysis and testing of client websites based on industry standards for the form and content on the site. Once the website is analyzed, we will recommend and develop marketing tools and analytics for the client to reach their targeted customer. |
4) | Virtual Tours: We plan to creative audio/visual video tours of products, facilities and operations. We intend to create a unique sales tool – instead of sending out a brochure as a flat picture, clients can show their business/products as they are operating. |
5) | Search Engine Optimization (“SEO”): The process of improving a client’s website-visibility in an unpaid web search result, such as Google. We plan to develop the SEO as part of the marketing campaign in the beginning of the project by developing code and keywords in the programming to make it more search-friendly. The more frequently a site appears in the search results, the more visitors it will receive from the search engine’s results. |
6) | E-Commerce Development: Based on the growth of on-line buying habits we plan to offer e-commerce solutions from E-Bay store fronts to database development and deployment. These are customized based on the client’s products and the needs of their consumers. |
7) | Ancillary Business Services – Marketing and Operational Consulting: These services will be offered in the future because they can be used to establish and maintain a strong residual income and it affords us the ability to package together services from various providers and expand our range of small business services and lock-in long term client relationships. |
For the website design, development, marketing, analysis, and maintenance we plan to contract with various industry professionals to handle our clients' needs. For the website hosting services we plan to form strategic alliances with industry leaders to provide top-rate, reliable hosting solutions. Forming such strategic alliances would allow us to offer consumers flexibility in hosting features and customizability while keeping costs down. Such benefits are crucial to preserving the integrity of our company as being a 'full-service internet solutions provider' for small businesses. To date, we have not established any strategic alliances. The ancillary creative services are primarily fulfilled in-house by our Chief Executive Officer and President Mr. James Christie.
Our initial focus will almost exclusively be on website development for small businesses stepping into the internet for the first time. We plan to market our services to businesses looking to expand their reach to new customers and communicate their message to a larger audience. We plan to help the small business create an on-line presence by designing, developing and launching their website. We plan to also help them continue to improve their website and on-line message through website marketing and analytics, e-commerce solutions and virtual tours.
Accordingly, you cannot fully evaluate our business, and therefore our future prospects, due to a lack of operating history and revenues. To date, our business development activities have consisted solely of developing our own website and preliminary discussions of our planned service offering with prospective customers strategic partners who offer such services. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. In addition, there is no guarantee that we will be able to expand our business development efforts and establish revenue and profit generating operations. Failure to generate revenues and profit will cause us to suspend or cease operations. If this happens, you could lose all or part of your investment.
In a national survey in December 2009, the Pew Research Center found that 74% of American adults (ages 18 and older) use the Internet (the survey can be found at http://www.pewinternet.org/Reports/2010/Internet-broadband-and-cell-phone-statistics.aspx ) The size of the market for on-line advertising alone has grown into be a billion dollar industry and the Interactive Advertising Bureau (“IAB”) Internet Advertising Revenue Report prepared by Pricewaterhouse Coopers US (“PwC”), puts all 2010 internet advertising revenues at a record $26 billion in the US, up 15% from 2009. Fourth quarter revenue also hit new highs at $7.45 billion, up 19% from Q4 2009 and 15% from Q3 2010. In an updated IAB report prepared by PwC for the first half of 2011, internet advertising revenues were up 23% to $14.9 billion in the US for the first six months of 2011 over 2010.
Regarding product sales via the internet, in March 2010 Forrester Research predicted that on-line sales in the U.S. will keep growing at a 10 percent compound annual growth rate through 2014. The forecast for online retail sales in the U.S. will reach nearly $249 billion by 2014, up from $155 billion in 2009.
Our marketing strategy focus is on our local market encompassing the west coast of Florida, expanding as we grow out our customer base. We want to sell our clients on the value of our services. We have packaged our product offering into tiered pricing categories based on a menu of service items that can provide a full suite of website development and on-line marketing. We intend to target small business clients through local area business events, building our referral network of professionals, such as attorneys and accountants, and target marketing through local media, direct mail and email campaigns, social media and our own on-line presence.
To date, our business development activities have consisted solely of developing our own website and preliminary discussions of our planned service offering with prospective customers strategic partners who offer such services. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. In addition, there is no guarantee that we will be able to expand our business development efforts and establish revenue and profit generating operations. Failure to generate revenues and profit will cause us to suspend or cease operations. If this happens, you could lose all or part of your investment.
The website development and on-line marketing business is highly competitive and fragmented. Our focus will be to streamline our services for the small business market. There are however other competitors that have been in business for longer than our business, and have an established customer base and referral network. These competitors can range in size from small, independent operators to large companies with significantly greater resources than us. Certain competitors may also be willing to accept lower fees based on their overhead structure. As such, we may have difficulty attracting and retaining clients and may be forced to lower our fee structure to complete effectively, which may negatively impact our operations.
Cost remains the driving component of most website development projects. We plan to offer pricing packages with customized services to meet our client specific needs.
1) | Custom Web Site: |
· | Complete custom web design |
· | Unlimited revisions |
· | Multiple initial design concepts to choose from |
· | Search engine friendly web site |
· | Full service - design, hosting and help all in one place if needed |
· | Price $499 |
2) | Content Management Web Site: |
· | CMS website (Content Management System) |
· | Complete custom web design |
· | Expandable – additional pages as needed |
· | Unlimited revisions |
· | Ease of managing the website yourself - No design knowledge required to maintain |
· | Multiple initial design concepts to choose from |
· | Search engine friendly web site, including Marketing Blog |
· | Allows visitors to search the content of your website with a user friendly search feature |
· | Unlimited linking to your social networking websites such as Facebook and Twitter |
· | Full service - design, hosting and help all in one place if needed |
· | Price - $799 |
3) | Content Management and E-Commerce Web Site: |
· | CMS website (Content Management System) |
· | Complete custom web design |
· | Expandable – additional pages as needed |
· | Unlimited revisions |
· | Ease of managing the website yourself - No design knowledge required to maintain |
· | Multiple initial design concepts to choose from |
· | Search engine friendly web site, including Marketing Blog |
· | Allows visitors to search the content of your website with a user friendly search feature |
· | Unlimited linking to your social networking websites such as Facebook and Twitter |
· | Allows you to sell an unlimited number of products |
· | Product Search Feature |
· | Allows you to sell downloadable products |
· | Integrated Shipping with USPS and UPS (Fed Ex Module available at $25) |
· | Inventory Control |
· | Integrated payment modules such as Authorize.net & PayPal |
· | Easy self updateable products/categories. |
· | Full service - design, hosting and help all in one place if needed |
· | Price $1,799 |
4) | Website Hosting: Depending on the type and size of the website, the price for hosting can vary greatly. The average cost of hosting for most clients is $35 per month. |
5) | Ancillary Creative Services: We charge a set fee of $79 per hour billed in 15 minute increments. We also offer set services on a monthly subscription customized to the client’s business. Below is a list of some of the other services available: |
· Virtual Tours | · Database Hosting |
· Database Driven - Feedback Form | · Domain Registration |
· Logo Designing | · Brochure Designing |
· Business Card Design | · SEO Friendly Marketing Blog |
· Message Board/Forum | · Password Protected Login Page |
· Site Search | · Manageable Photo Gallery |
· CD Presentation | · Voice Over |
· Payment Integration | · Ad Banners |
· Flash Intro | · Manageable Photo Galley |
· Website Video Spokesperson | · Webmaster Service |
Our website is live but is currently under construction and is located at www.angleseaenterprises.com. Our website will require additional funding to complete the build-out of the website and there can be no assurance that we will have adequate funding to complete the website.
As of March 28, 2012, we have one employee, and plan to employ additional qualified employees in the near future.
Anglesea Enterprises Inc. (the “Company” or “Anglesea”) was formed on February 8, 2011 in the State of Nevada. We are a development stage company with no revenues and net losses to date. We plan to provide of marketing and web-related services to small businesses including website development and design, creative writing and graphics, virtual tours, audio/visual services, marketing analysis and search engine optimization. We also plan to provide economical internet-related marketing services to small businesses that are looking to expand their existing marketing efforts to reach a larger audience via their website.
Accordingly, you cannot fully evaluate our business, and therefore our future prospects, due to a lack of operating history and revenues. To date, our business development activities have consisted solely of developing our own website and preliminary discussions of our planned service offering with prospective customers strategic partners who offer such services. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. In addition, there is no guarantee that we will be able to expand our business development efforts and establish revenue and profit generating operations. Failure to generate revenues and profit will cause us to suspend or cease operations. If this happens, you could lose all or part of your investment.
The demand for web development and marketing services in the small business market continues to grow. The majority of e-commerce service providers focus on servicing large and medium-sized corporations. We are developing a business network to try to reduce project costs and afford us the opportunity to offer web development services at competitive prices. We hope to accomplish this by strategically aligning ourselves with other service providers to bundle affordable internet and business services to our customers. To date, we have not established any strategic alliances.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such, we may have to cease operations and you could lose your investment.
Following the date of this registration statement, our business plan for the next twelve months includes the following anticipated milestones:
Commence Marketing Campaign – April 2012
Our plan of operations includes attendance at networking opportunities within the local business community and among professionals. The Company’s anticipated minimum marketing expenses are $1,250 per month and operational costs of $500 per month for the next twelve months. This total estimated cost for the next twelve months is $21,000 and may be funded by shareholder loans, although there is no written agreement or guarantee we will receive such loans. To accelerate our marketing efforts we are actively seeking additional financing on favorable terms to more quickly promote our business model to a larger audience. There can be no assurance we will be successful in implementing our marketing campaign or that we will be able to provide our services at lower costs than our competitors. The development of a consistent marketing program requires the commitment of substantial resources. Marketing is an ongoing effort that will continue during the life of the Company. If additional capital is not available on acceptable terms, we may not be able to implement our marketing and business development plans or continue our operations.
Complete Company Website – May 2012
To support our marketing efforts we have begun to develop marketing materials and a public relations and advertising program by promoting our website, www.angleseaenterprises.com, at local business events. Our website is live but is currently under construction. We anticipate our website will require additional funding of $4,000 to complete the build-out of the website and there can be no assurance that we will have adequate funding to complete the website. Updating and improving our website will continue throughout the life of the Company. If additional capital is not available on acceptable terms, we may not be able to implement our marketing and business development plans or continue our operations.
Create Strategic Alliances – April – July 2012
For the website design, development, marketing, analysis, and maintenance we plan to contract with various industry professionals to handle our clients' needs. For the website hosting services we plan to form strategic alliances with industry leaders to provide top-rate, reliable hosting solutions. Forming such strategic alliances would allow us to offer consumers flexibility in hosting features and customizability while keeping costs down. Such benefits are crucial to preserving the integrity of our company as being a 'full-service internet solutions provider' for small businesses. To date, we have not established any strategic alliances, but through personal contacts of our Chief Executive Officer and President Mr. James Christie, we hope to establish such relationships in the future. Creating these relationships will continue throughout the life of the Company, but there can be no assurance that we will be able to establish such relationships or that these services will be available to us at industry competitive pricing.
Complete S-1 Registration Statement (“Registration Statement”) – May 2012
We anticipate to complete the Registration Statement we will need to spend approximately $20,000 over the next 90 – 120 days, including the costs associated with meeting our obligations as a limited reporting company over the next twelve months. We are not raising any money as part of the Registration Statement. We believe the reporting company status may give us additional access to capital. Currently, we do not have any arrangements for additional financing. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.
To date we have spent $36,494 for operating expenses. We have paid approximately $33,920 in consulting and professional fees and $2,574 in miscellaneous general and administrative expenses in developing our business plan and in association with the filing of our Registration Statement.
We hope to commence generating sales revenues from our new marketing and business development activities within the next six months. Our business plan depends on our ability to successfully market our services and build our client base. Our results can be affected by our ability to price and sell our services to be competitive with other service providers in the market. There can be no assurance we will be successful in implementing our sales and marketing plan or our plan of operations. If we are unable to generate sufficient clients or provide services at competitive prices we may have to reduce, suspend or cease our efforts. If we are forced to cease our previously stated efforts, we do not have plans to pursue other business opportunities.
Results of Operations
For the period from February 8, 2011 (inception), to December 31, 2011, the Company has been in the development stage and had no revenue. Expenses for the period totaled $36,494 resulting in a loss of $36,494. Expenses for the period consisted of $33,920 in total consulting and professional fees and $2,574 for general and administrative expenses. During this period we have hired a consultant in the areas of accounting and compliance and paid legal fees and auditing fees related to the Registration Statement.
For the three months ended December 31, 2011, the Company has been in the development stage and had no revenue. Expenses for the period totaled $20,924 resulting in a loss of $20,924. Expenses for the period consisted of $19,400 in total consulting and professional fees and $1,524 for general and administrative expenses.
As of the date of this filing, we have one employee. We plan to hire additional personnel, subject to our cash flow from operations or additional financing, within the next twelve months.
As reflected in the accompanying financial statements, we have a net loss of $36,494 and no revenues to date. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional capital and implement our business plan provide for us the opportunity to continue as a going concern. However, there can be no assurance that we will be successful in implementing our business plan to generate revenue and net profits, and there can be no assurance that we will be successful in obtaining additional capital to fund ongoing operations.
As of December 31, 2011 we had $24,736 in cash on hand. Based on our cash position, we believe we do not have enough cash to complete our Registration Statement and support minimal daily operations while we are attempting to commence operations and produce revenues. We estimate the Company requires at minimum $45,000 to implement its business plans over the next twelve months. We will need to spend approximately $20,000 to complete the Registration Statement over the next 90 – 120 days, including the costs associated with meeting our obligations as a limited reporting company over the next twelve months. In addition, we anticipate we will need $25,000 to cover minimal marketing expenses and operational costs to achieve revenues. The Company estimates it will commence generating sales revenues from our new marketing and sales programs within the next six months. We may be unable to successfully implement our business plan to generate revenues, as indicated elsewhere in this Registration Statement.
We are a development stage company with limited operations and no revenues and net loses to date from our business. To meet our needs for cash required for the long-term implementation of our business plan we will need to generate sufficient revenues and net profit to continue our operations or require additional capital. If we are unable to generate revenues for any reason, or if we are unable to make a reasonable profit, we may have to cease operations. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and cannot raise it through equity financings, we may ask our existing shareholders to invest additional capital into the Company. There can be no assurance that our existing shareholders will provide us with additional capital. If we are unable to raise sufficient capital we may have to either, suspend implementation of our business plan until we are able to raise capital, or cease operations entirely if revenue from operations will not be sufficient to cover our operating costs. We believe we can implement our business plan and achieve profitable operations, however, we cannot guarantee that our operations and proceeds from any capital raise will be sufficient for us to continue as going concern.
From Inception (February 8, 2011) through December 31, 2011 | ||||
Cash at beginning of period | $ | 0 | ||
Net cash used in operating activities | (35,774 | ) | ||
Net cash used in investing activities | 0 | |||
Net cash provided by financing activities | 60,510 | |||
Cash at end of period | $ | 24,736 |
Cash used in operating activities increased $35,774 for the period from inception to December 31, 2011. The increase was attributable to consulting and professional fees and general and administrative expenses paid during the period.
Cash provided by financing activities increased $60,510 for the period from inception to December 31, 2011. The increase was primarily attributable to $60,333 in proceeds from the sale of 6,033,000 restricted shares of common stock.
We estimate the Company needs, at minimum, $45,000 to implement its business plan over the next twelve months. The majority shareholder has committed to cover any cash shortfalls of the Company, although there is no written agreement or guarantee. If we are unable to satisfy our cash requirements we may be unable to proceed with the Registration Statement and our plan of operations.
NAME | AGE | POSITION | OFFICER AND/OR DIRECTOR SINCE | |||
James Christie | 43 | Chief Executive Officer, President and Director | February 2011 | |||
Leslie Toups | 44 | Director | February 2011 |
Mr. Christie has over 20 years of experience in marketing, business-to-business sales, operations, research and development, and financial management of high-tech businesses. He has strong product knowledge of servers and computers, cameras and webcams, printers and scanners, database software and computer related services. In 1991, Mr. Christie founded and has served as President of Bubbleworld.com, a multimedia, interactive services company specializing in emerging computer-related technologies. His clients have included Fortune 500 Companies, professional sports teams and universities and municipalities. He has also developed various search engine optimization strategies including social media marketing for companies such as Face Book and LinkedIn. From 1997 to 1999, Mr. Christie served as the executive director of St. Croix Cruises managing the day-to-day operations of a three-ship fleet of private charter boats. From 1992 to 1995, Mr. Christie served as the database editor and research librarian for the St. Petersburg Times. He worked for the regional newspaper creating databases for research and development of content appearing in the daily newspaper, as well as managing the information flow between the newsroom and art departments. Mr. Christie graduated from Eastern Michigan University in 1990 with a BA in English with minors in Journalism and Art History.
Mr. Christie is not an officer or director of any public companies. He currently devotes approximately 50% of his time to the business. If Mr. Christies other business affairs require him to devote more substantial amounts of time to such affairs, it could limit his ability to devote time to our affairs and could have a negative impact on our ability to execute our business plan. Mr. Christie is founder and President of Bubbleworld.com for which he provides internet and marketing related services that may create a conflict of interest. However, over the course of the next twelve months, Mr. Christie plans to devote more of his time to the Company once we are further along in our operations. Additionally, in order to help the Company fully realize its’ business plan, Mr. Christie plans to employ qualified employees over the course of the next twelve months.
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the period from inception (February 8, 2011) through September 30, 2011 .
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Totals ($) | |||||||||||||||||||||||||
James Christie | 2011 | $ | 0 | 0 | 0 | 0 | 0 | 0 | 0 | $ | 0 | |||||||||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||||||||||||||||
Leslie Toups | 2011 | $ | 0 | 0 | 0 | 0 | 0 | 0 | 420 | $ | 420 | |||||||||||||||||||||||
Founder/ Director |
Name | Number of Shares Beneficially Owned | Percent of Class | ||||||
Leslie Toups(1) 13799 Park Blvd., Suite 147, Seminole, FL 33776 | 60,000,000 | 90.86 | % | |||||
Edward G. Mass Jr. 2323 State Road 580 Clear Water FL, 33761 | 6,000,000 | 9.09 | % | |||||
James Christie 13799 Park Blvd., Suite 147, Seminole, FL 33776 | 1,000 | 0.001 | % | |||||
All Executive Officers and Directors as a group (2) | 90.861 | % | ||||||
Total | 60,001,000 |
(1) | Based on 66,033,000 shares of common stock outstanding as of February 20, 2012 . Leslie Toups is the director of the Company and owns 90.86% of the outstanding stock, none of which is being registered for resale in this prospectus. |
Mrs. Leslie Toups is a director and founder of the Company. On February 8, 2011 Mrs. Toups was issued 60,000,000 shares of common stock as founder shares for services. Mr. James Christie, our President and Chief Executive Officer purchased 1,000 shares of the Company’s common stock in a private offering. Mr. Christie is registering those shares for resale as part of this offering.
FINANCIAL STATEMENTS | ||
PAGE | F-2 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
PAGE | F-3 | BALANCE SHEETS AS OF DECEMBER 31, 2011 |
PAGE | F-4 | STATEMENTS OF OPERATIONS FOR THE PERIOD FROM INCEPTION (FEBRUARY 8, 2011) TO DECEMBER 31, 2011, |
PAGE | F-5 | STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM INCEPTION (FEBRUARY 8, 2011) TO DECEMBER 31, 2011 |
PAGE | F-6 | STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM INCEPTION (FEBRUARY 8, 2011) TO DECEMBER 31, 2011 |
PAGE | F-7 | NOTES TO FINANCIAL STATEMENTS |
F-1 |
F-2 |
September 30, | ||||
2011 | ||||
(Audited) | ||||
ASSETS | ||||
CURRENT ASSETS | ||||
$ | 45,660 | |||
Cash | ||||
Total Current Assets | 45,660 | |||
TOTAL ASSETS | $ | 45,660 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
CURRENT LIABILITIES | ||||
Accrued expense | $ | 300 | ||
- | ||||
Total Current Liabilities | 300 | |||
STOCKHOLDERS' EQUITY | ||||
Preferred stock, $0.00001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding | ||||
Common stock, $0.00001 par value, 250,000,000 shares authorized, 66,033,000 shares issued and outstanding at September 30, 2011. | 660 | |||
Additional paid-in capital | 60,270 | |||
Deficit accumulated during the development stage | (15,570 | ) | ||
Total Stockholders' Equity | 45,360 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 45,660 |
F-3 |
From Inception | ||||
( February 8, | ||||
2011) Through | ||||
September 30, | ||||
2011 | ||||
(Audited) | ||||
REVENUES | $ | - | ||
OPERATING EXPENSES | ||||
Consulting fees | 12,420 | |||
Professional fees | 2,100 | |||
General and administrative | 1,050 | |||
Total Operating Expenses | 15,570 | |||
LOSS FROM OPERATIONS | (15,570 | ) | ||
NET LOSS | $ | (15,570 | ) | |
BASIC LOSS PER COMMON SHARE | $ | (0.00 | ) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC | 65,961,692 |
F-4 |
Deficit | ||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||
Additional | During the | Total | ||||||||||||||||||||||||||
Preferred Stock | Common Stock | Paid-In | Development | Stockholders' | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Stage | Equity | ||||||||||||||||||||||
Balance at inception, February 8, 2011 | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Issuance of common stock on February 8, 2011 (60,000,000 Issued at cash price of $0.000003 per share for a total value of $180 and for services for a total value of $420) | 60,000,000 | 600 | - | 600 | ||||||||||||||||||||||||
Issuance of common stock on February 10, 2011 for cash at a price of $0.01 per share | 6,000,000 | 60 | 59,940 | 60,000 | ||||||||||||||||||||||||
Issuance of common stock in June 2011 for cash at a price of $0.01 per share | 33,000 | - | 330 | 330 | ||||||||||||||||||||||||
Net Loss for the period from inception to September 30, 2011 | (15,570 | ) | (15,570 | ) | ||||||||||||||||||||||||
Balance, September 30, 2011 | - | $ | - | 66,033,000 | $ | 660 | $ | 60,270 | $ | (15,570 | ) | $ | 45,360 |
F-5 |
From Inception | ||||
( February 8, | ||||
2011) Through | ||||
September 30, | ||||
2011 | ||||
�� | (Audited) | |||
OPERATING ACTIVITIES | ||||
Net loss | $ | (15,570 | ) | |
Adjustments to reconcile net loss to net cash used by operating activities: | ||||
Stock issued for services | 420 | |||
Changes in operating assets and liabilities | ||||
Increase in accrued expense | 300 | |||
Net cash used in operating activities | (14,850 | ) | ||
FINANCING ACTIVITIES | ||||
Common stock issued for cash | 60,510 | |||
Net cash provided by financing activities | 60,510 | |||
NET INCREASE (DECREASE) IN CASH | 45,660 | |||
CASH AT BEGINNING OF PERIOD | - | |||
CASH AT END OF PERIOD | $ | 45,660 | ||
SUPPLEMENTAL DISCLOSURES OF | ||||
CASH FLOW INFORMATION | ||||
CASH PAID FOR: | ||||
Interest | $ | - | ||
Income Taxes | $ | - |
F-6 |
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
F-7 |
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
September 30, 2011 | ||||
Income tax expense at statutory rate | $ | (5,790 | ) | |
Net deferred tax asset | 5,790 | |||
Income tax expense per books | $ | - |
F-8 |
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
September 30, 2011 | ||||
NOL carryover | $ | (5,790 | ) | |
Valuation allowance | (5,790 | ) | ||
Net deferred tax asset | $ | - |
2. | GOING CONCERN |
F-9 |
3 | STOCKHOLDERS’ EQUITY |
· | Preferred stock, $0.00001 par value, 20,000,000 shares authorized 0 shares issued and outstanding. |
· | Common Stock, $0.00001 par value, 250,000,000 shares authorized 66,033,000 shares issued and outstanding. |
· | On February 8, 2011, the Company entered into an agreement with one of its founders for the sale of 60,000,000 shares of common stock at a price of $0.0000003 per share. The Company realized $180 from this subscription and $420 was realized towards the services rendered to the Company by the founding member. |
· | On February 10, 2011, we entered into an agreement with one investor for the sale of 6,000,000 shares of common stock at a price of $0.01 per share. The Company realized $60,000 from these subscriptions. |
· | In June 2011, the Company entered into an agreement for the sale of 33,000 shares at a price of $0.01 per share to 33 different investors. The Company realized $330 from these subscriptions. |
4 | SUBSEQUENT EVENT |
F-10 |
ANGLESEA ENTERPRISES, INC.
(A Development Stage Company)
Balance Sheets
December 31, | September 30, | |||||||
2011 | 2011 | |||||||
(Unaudited) | (Audited) | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
$ | 24,736 | $ | 45,660 | |||||
Cash | ||||||||
Total Current Assets | 24,736 | 45,660 | ||||||
TOTAL ASSETS | $ | 24,736 | $ | 45,660 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accrued expense | $ | 300 | $ | 300 | ||||
Total Current Liabilities | 300 | 300 | ||||||
STOCKHOLDERS' EQUITY | ||||||||
Preferred stock, $0.00001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding | ||||||||
Common stock, $0.00001 par value, 250,000,000 shares authorized, 66,033,000 shares issued and outstanding at December 31, 2011 and September 30, 2011 | 660 | 660 | ||||||
Additional paid-in capital | 60,270 | 60,270 | ||||||
Deficit accumulated during the development stage | (36,494 | ) | (15,570 | ) | ||||
Total Stockholders' Equity | 24,436 | 45,360 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 24,736 | $ | 45,660 |
The accompanying notes are an integral part of these financial statements.
F-1 |
ANGLESEA ENTERPRISES, INC.
(A Development Stage Company)
Statements of Operations
From Inception through December 31, 2011
From Inception | ||||||||
For The Three | ( February 8, | |||||||
Months Ending | 2011) Through | |||||||
December 31, | December 31, | |||||||
2011 | 2011 | |||||||
(Unaudited) | (Unaudited) | |||||||
REVENUES | $ | - | $ | - | ||||
OPERATING EXPENSES | ||||||||
Consulting fees | 4,500 | 16,920 | ||||||
Professional fees | 14,900 | 17,000 | ||||||
General and administrative | 1,524 | 2,574 | ||||||
Total Operating Expenses | 20,924 | 36,494 | ||||||
LOSS FROM OPERATIONS | (20,924 | ) | (36,494 | ) | ||||
NET LOSS | $ | (20,924 | ) | $ | (36,494 | ) | ||
BASIC LOSS PER COMMON SHARE | $ | (0.00 | ) | |||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC | 66,033,000 |
The accompanying notes are an integral part of these financial statements
F-2 |
ANGLESEA ENTERPRISES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception (February 8, 2011) through December 31, 2011
Deficit | ||||||||||||||||||||||||||||
Accumulated | Total | |||||||||||||||||||||||||||
Additional | During the | Stockholders' | ||||||||||||||||||||||||||
Preferred Stock | Common Stock | Paid-In | Development | Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Stage | |||||||||||||||||||||||
Balance at inception, February 8, 2011 | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Issuance of common stock on February 8, 2011 for cash at a price of $0.000003 per share | 60,000,000 | 600 | - | 600 | ||||||||||||||||||||||||
Issuance of common stock on February 10, 2011 for cash at a price of $0.01 per share | 6,000,000 | 60 | 59,940 | 60,000 | ||||||||||||||||||||||||
Issuance of common stock in June 2011 for cash at a price of $0.01 per share | 33,000 | - | 330 | 330 | ||||||||||||||||||||||||
Net Loss | (15,570 | ) | (15,570 | ) | ||||||||||||||||||||||||
Balance, September 30, 2011 (Audited) | - | - | 66,033,000 | 660 | 60,270 | (15,570 | ) | 45,360 | ||||||||||||||||||||
Net Loss | (20,924 | ) | (20,924 | ) | ||||||||||||||||||||||||
Balance, December 31, 2011 (Unaudited) | - | $ | - | 66,033,000 | $ | 660 | $ | 60,270 | $ | (36,494 | ) | $ | 24,436 |
The accompanying notes are an integral part of these financial statements
F-3 |
ANGLESEA ENTERPRISES, INC.
(A Development Stage Company)
Statements of Cash Flows
From Inception | ||||||||
For The Three | ( February 8, | |||||||
MonthS Ending | 2011) Through | |||||||
December 31, | December 31, | |||||||
2011 | 2011 | |||||||
(Unaudited) | (Unaudited) | |||||||
OPERATING ACTIVITIES | ||||||||
Net loss | $ | (20,924 | ) | $ | (36,494 | ) | ||
Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
Stock issued for services | - | 420 | ||||||
Changes in operating assets and liabilities | ||||||||
Increase in accrued expense | - | 300 | ||||||
Net cash used in operating activities | (20,924 | ) | (35,774 | ) | ||||
FINANCING ACTIVITIES | ||||||||
Common stock issued for cash | - | 60,510 | ||||||
Net cash provided by financing activities | - | 60,510 | ||||||
NET INCREASE (DECREASE) IN CASH | (20,924 | ) | 24,736 | |||||
CASH AT BEGINNING OF PERIOD | 45,660 | - | ||||||
CASH AT END OF PERIOD | $ | 24,736 | $ | 24,736 | ||||
SUPPLEMENTAL DISCLOSURES OF | ||||||||
CASH FLOW INFORMATION | ||||||||
CASH PAID FOR: | ||||||||
Interest | $ | - | $ | - | ||||
Income Taxes | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements.
F-4 |
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Nature of Business
The financial statements presented are those of Anglesea Enterprises, Inc. The Company was originally incorporated under the laws of the state of Nevada on February 8, 2011. The Company has not commenced significant operations and, in accordance with ASC Topic 915, is considered a development stage company. Anglesea Enterprises, Inc. offers internet and web-related services to small businesses including website development, creative writing and design, and marketing analysis. The Company provides Internet solutions to small businesses that are looking to expand their existing marketing efforts to reach a larger audience via the World Wide Web. Management has experience in marketing, commercial website development and business-to-business sales.
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, the accompanying balance sheets and related statements of income, cash flows, and stockholders’ equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Interim results are not necessarily indicative of results for a full year. Our interim financial statements as of and for the three months ended December 31, 2011 are considered unaudited.
Accounting Basis
The basis is accounting principles generally accepted in the United States of America. The Company has adopted a September 30th year end.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. As at December 31, 2011 the Company had no cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Basic (Loss) per Common Share
Basic (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2011.
Fair value of financial instruments
The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short term maturities.
Recent Accounting Pronouncements
The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statements.
2. | GOING CONCERN |
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period from inception through December 31, 2011, the Company recognized no sales revenue and incurred a net loss of $36,494. As of December 31, 2011, the Company had an accumulated deficit of $36,494. The continuation of the Company as a going concern is dependent upon the continued
F-5 |
2. | GOING CONCERN (Continued) |
financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. Additionally the Company is actively seeking strategic alliances in order to accelerate its growth in the industry. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
3 | STOCKHOLDERS’ EQUITY |
The stockholders' equity section of the Company contains the following classes of
Capital stock as of December 31, 2011, respectively:
· | Preferred stock, $0.00001 par value, 20,000,000 shares authorized 0 shares issued and outstanding. |
· | Common Stock, $0.00001 par value, 250,000,000 shares authorized 66,033,000 shares issued and outstanding. |
COMMON STOCK
· | On February 8, 2011, the Company entered into an agreement with one of its founders for the sale of 60,000,000 shares of common stock at a price of $0.0000003 per share. The Company realized $180 from this subscription and $420 was realized towards the services rendered to the Company by the founding member.. |
· | On February 10, 2011, we entered into an agreement with one investor for the sale of 6,000,000 shares of common stock at a price of $0.01 per share. The Company realized $60,000 from these subscriptions. |
· | In June 2011, the Company entered into an agreement for the sale of 33,000 shares at a price of $0.01 per share to 33 different investors. The Company realized $330 from these subscriptions. |
F-6 |
Securities and Exchange Commission registration fee | $ | 1.25 | ||
Transfer Agent Fees | $ | 500 | ||
Accounting fees and expenses | $ | 5,000 | ||
Legal fees and expense | $ | 25,000 | ||
Total | $ | 30,501.25 |
(1) | At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws. |
(2) | Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security. |
(3) | The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states. |
(4) | None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities. |
EXHIBIT NUMBER | DESCRIPTION | |
3.1 | Articles of Incorporation* | |
3.2 | Bylaws* | |
5.1 | Opinion of Lucosky Brookman LLP* | |
10.1 | Employment Agreement, dated December 1, 2011, by and between the Company and James Christis* | |
23.1 | Consent of De Joya Griffith & Company, LLC* | |
23.2 | Consent of Counsel (included in exhibit 5.1) |
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seminole, State of Florida, on March 28, 2012.
ANGLESEA ENTERPRISES, INC. | ||
By: | /s/ James Christie | |
Name: James Christie | ||
Title: Chief Executive Officer (Principal Executive Officer) | ||
Chief Financial Officer (Principal Financial Officer) | ||
(Principal Accounting Officer), President, Secretary |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Christie, as his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of Anglesea Enterprises, Inc.., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 was signed by the following persons in the capacities and on the dates so indicated.
Signature | Title | Date | ||
/s/James Christie | Chief Executive Officer (Principal Executive Officer), | March 28, 2012 | ||
James Christie | Chief Financial Officer (Principal Financial Officer), (Principal Accounting Officer), President, Secretary | |||
/s/ Leslie Toups | Director | March 28, 2012 | ||
Leslie Toups |