UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CADDYSTATS, INC.
______________________________________________
(Name of small business issuer in its charter)
Delaware 2741 20-5034780
________________________________________________________________________________
(State or Other Jurisdiction (Primary Standard (IRS Employer
of Organization Industrial Classification Identification #)
Code)
CADDYSTATS, INC. VALIS INTERNATIONAL, INC.
105-501 Silverside Road, 105-501 Silverside Road,
Wilmington, DE, 19809 Wilmington, DE 19809
(877) 903-8600 (302) 792-0175
________________________________________________________________________________
(Address and telephone of registrant's (Name, address and telephone number of
executive office) agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING AT PAGE 7 OF THIS PROSPECTUS.
If this Form is filed to register additional securities for an offering
under Rule 462(b) of the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed under Rule 462(c) of the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed under Rule 462(d) of the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made under Rule 434, please
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Securities to be Amount To Be Offering Price Aggregate Registration
Registered Registered Per Share[1] Offering Price Fee[2]
________________________________________________________________________________
Common Stock by 4,000,000 $ 0.02 $ 80,000 $ 8.56
Company
[1] The offering price has been arbitrarily determined by the company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market
value or that they may be sold at this, or at any price.
[2] Estimated solely for the purpose of calculating the registration fee based
on Rule 457 (o).
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
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PROSPECTUS
CADDYSTATS, INC.
SHARES OF COMMON STOCK
4,000,000 SHARES OF COMMON STOCK ARE OFFERED FOR SALE BY THE COMPANY
Prior to this registration, there has been no public trading market for the
common stock of CaddyStats, Inc. ("CaddyStats"). CaddyStats's common stock is
not presently traded on any market or securities exchange. CaddyStats is
registering 4,000,000 shares of its common stock for sale to the public. The
company is selling all of the shares. The price for the shares will be $0.02 per
share until the shares are quoted on the Over-The-Counter (OTC) Bulletin Board
or an exchange.
CaddyStats may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. CaddyStats will
receive all proceeds from the sale of the shares being registered.
The securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission, nor has the Securities
and Exchange Commission or any state securities commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING AT PAGE 7.
PRIOR TO THIS REGISTRATION, THERE HAS BEEN NO PUBLIC TRADING MARKET FOR THE
COMMON STOCK. CADDYSTATS'S COMMON STOCK IS PRESENTLY NOT TRADED ON ANY MARKET OR
SECURITIES EXCHANGE.
PLEASE READ THIS PROSPECTUS CAREFULLY.
The information in this prospectus is not complete and may be changed. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
The date of this prospectus is April 5, 2007.
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TABLE OF CONTENTS
Page No.
PART I
Summary of our Prospectus .............................................. 5
The Offering ........................................................... 5
Summary of Financial Information ....................................... 6
Risk Factors ........................................................... 7
Forward Looking Statements ............................................. 14
Available Information .................................................. 15
Use of Proceeds ........................................................ 15
Determination of the Offering Price .................................... 15
Dilution ............................................................... 16
Offering by the Company ................................................ 17
Plan of Distribution; Terms of the Offering ............................ 17
Legal Proceedings ...................................................... 18
Directors, Executive Officers, Promoters and Control Persons ........... 18
Executive Compensation ................................................. 19
Principal Stockholders ................................................. 20
Description of Securities .............................................. 21
Description of Business ................................................ 23
Management's Discussion and Analysis of our Financial Condition
and the Results of our Operations ...................................... 24
Description of Property ................................................ 26
Certain Transactions ................................................... 26
Litigation ............................................................. 26
Experts ................................................................ 26
Financial Statements ................................................... 26
PART II: INFORMATION NOT REQUIRED IN THIS PROSPECTUS STATEMENTS
Exhibits ............................................................... 29
Undertakings ........................................................... 29
Signatures ............................................................. 30
DEALER PROSPECTUS DELIVERY OBLIGATION
Until , (90 days after the effective date of this prospectus) all dealers that
effect transactions in these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealer obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
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SUMMARY OF OUR PROSPECTUS
This summary provides an overview of selected information contained elsewhere in
this prospectus. It does not contain all the information you should consider
before making a decision to purchase the shares we are offering. You should very
carefully and thoroughly read the more detailed information in this prospectus
and review our financial statements contained herein.
SUMMARY INFORMATION ABOUT CADDYSTATS, INC.
CaddyStats, Inc. ("CaddyStats," "the company," or "we,") was incorporated in the
State of Delaware as a for-profit company on June 5, 2006 and established a
fiscal year end of August 31. We are a development-stage company organized to
enter into the golf course guide book publications industry with our proprietary
CaddyStats Golf Course Guides. The company expects to provide golf courses
throughout North America with low cost, attractive and easy to use guide books.
CaddyStats will compete with traditional publishers of golf course guides,
yardage books and score cards by combining all three types of documents in a
single low-cost CaddyStats Golf Course Guide.
Our business office is located at 105-501 Silverside Road, Wilmington, DE, 19809
and our telephone number is (877) 903-8600 and our fax number is (866) 903-8601.
Our United States and registered statutory office is located at 105-501
Silverside Road, Wilmington, DE, 19809, telephone number (302) 792-0175.
As of November 30, 2006, the end of the most recent fiscal quarter, CaddyStats
had raised $10,000 through the sale of its common stock. There is $9,835 of cash
on hand in the corporate bank account. The company currently has liabilities of
$1,086, represented by expenses accrued during its start-up. In addition, the
company anticipates incurring costs associated with this offering totaling
approximately $5,859. As of the date of this prospectus, we have generated no
revenues from our business operations. The following financial information
summarizes the more complete historical financial information as indicated on
the audited financial statements of the company filed with this prospectus.
SUMMARY OF THE OFFERING BY THE COMPANY
CaddyStats has 10,000,000 shares of common stock issued and outstanding and is
registering an additional 4,000,000 shares of common stock for offering to the
public. The company may endeavor to sell all 4,000,000 shares of common stock
after this registration becomes effective. The price at which the company offers
these shares is fixed at $0.02 per share for the duration of the offering. There
is no arrangement to address the possible effect of the offering on the price of
the stock. CaddyStats will receive all proceeds from the sale of the common
stock.
================================================================================
Securities being offered by the 4,000,000 shares of common stock are offered
company, common stock, par value by the company.
$0.001
================================================================================
Offering price per share by the A price, if and when the company sells the
company. shares of common stock, is set at $0.02.
================================================================================
Number of shares outstanding 10,000,000 common shares are currently
before the offering of common issued and outstanding.
shares.
================================================================================
Number of shares outstanding 14,000,000 common shares will be issued and
after the offering of common outstanding after this offering is
shares. completed.
================================================================================
Minimum number of shares to be None.
sold in this offering
================================================================================
Market for the common shares There is no public market for the common
shares. The price per share is $0.02. In
addition, the offering price for the shares
will remain $0.02 per share until such a
time the shares are quoted on the
Over-The-Counter (OTC) Bulletin Board or an
exchange. The company may sell at prevailing
market prices only after the shares are
quoted on either the OTC Bulletin Board or
an exchange.
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CaddyStats may not be able to meet the
requirement for a public listing or
quotation of its common stock. Further, even
if CaddyStats's common stock is quoted or
granted listing, a market for the common
shares may not develop. If a market
develops, the price of the shares in the
market may not be greater than or equal to
the price per share that investors in this
offering pay; in fact, the price of our
shares in any market that may develop could
be significantly lower.
================================================================================
Use of proceeds CaddyStats will receive all proceeds from
the sale of the common stock by the company.
If all 4,000,000 common shares being offered
by CaddyStats are sold, the total gross
proceeds to CaddyStats would be $80,000. The
company intends to use the proceeds from
this offering (i) to procure computer
systems, image processing and publishing
software required to produce camera-ready
proofs of our CaddyStats Golf Course Guide
booklets, estimated at $30,000, (ii) to
initiate the company's sales and marketing
capabilities, estimated at $18,000, (iii) to
host our website and e-commerce systems,
estimated at $16,000 and (iv) for other
general corporate and working capital
purposes, estimated at $12,540. The expenses
of this offering, including the preparation
of this prospectus and the filing of this
registration statement, estimated at $5,800,
are being paid for by CaddyStats.
================================================================================
Termination of the offering The offering will conclude when all
4,000,000 shares of common stock have been
sold, or 90 after this registration
statement becomes effective with the
Securities and Exchange Commission.
CaddyStats may at its discretion extend the
offering for an additional 90 days.
================================================================================
Terms of the offering The company will determine when and how he
will sell the common stock offered in this
prospectus.
================================================================================
You should rely only upon the information contained in this prospectus.
CaddyStats has not authorized anyone to provide you with information different
from that which is contained in this prospectus. The selling security holder is
offering to sell shares of common stock and seeking offers to buy shares of
common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus, or of any
sale of the common stock.
SUMMARY OF FINANCIAL INFORMATION
The following summary financial information for the periods stated summarizes
certain information from our financial statements included elsewhere in this
prospectus. You should read this information in conjunction with Management's
Plan of Operations and the financial statements and the related notes thereto
included elsewhere in this prospectus.
=================================================================
BALANCE SHEET AS OF NOVEMBER 30, 2006
=================================================================
Total Assets $9,835
=================================================================
Total Liabilities $1,086
=================================================================
Shareholder's Equity $8,749
=================================================================
OPERATING DATA JUNE 5, 2006 (INCEPTION)
THROUGH NOVEMBER 30, 2006
=================================================================
Revenue $0.00
=================================================================
Net Loss ($1,251)
=================================================================
Net Loss Per Share ($0.00)
=================================================================
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As shown in the financial statements accompanying this prospectus, CaddyStats
has had no revenues to date and has incurred only losses since its inception.
The company has had no operations and has been issued a "going concern" opinion
from their accountants, based upon the company's reliance upon the sale of our
common stock as the sole source of funds for our future operations.
RISK FACTORS
Our company is subject to those financial risks generally associated with
development stage companies.
Since we have sustained losses since inception, we will require financing to
fund our development activities and to support our operations. However, we may
be unable to obtain such financing. We are also subject to risks factors
specific to our business strategy and industry. Rapid changes in the golf trade
industry, customer demand or industry standards may require us to introduce new
products and services on a continual and timely basis before profitable
operations can be attained. We may be unable to introduce new products and
services on a timely basis. Moreover, there is no guarantee that any such
products will allow us to achieve profitable operations in the future.
CaddyStats considers the following to be the most substantial risks to an
investor regarding this offering. CaddyStats should be viewed as a high-risk
investment and speculative in nature. An investment in our common stock may
result in a complete loss of the invested amount. Please consider the following
risk factors before deciding to invest in our common stock.
AUDITOR'S GOING CONCERN
THERE IS SUBSTANTIAL DOUBT ABOUT CADDYSTATS'S ABILITY TO CONTINUE AS A GOING
CONCERN.
Our auditor's report on our November 30, 2006 financial statements expresses an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Since our sole officer and director may be unwilling or unable
to loan or advance additional capital to CaddyStats, we believe that if we do
not raise additional capital within 12 months of the effective date of this
registration statement, we may be required to suspend or cease the
implementation of our business plans. You may be investing in a company that
will not have the funds necessary to continue to deploy its business strategies.
See "November 30, 2006 Audited Financial Statements - Auditors Report."
As the company has been issued an opinion by its auditors that substantial doubt
exists as to whether the company can continue as a going concern, it may be more
difficult for the company to attract investors.
RISKS RELATED TO OUR FINANCIAL CONDITION
SINCE THE COMPANY ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING
REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY.
The company anticipates increases in its operating expenses, without realizing
any revenues from its products. Within the next 12 months, these increases in
expenses will be attributed to the cost of (i) procuring the computer hardware
and software systems required to produce camera ready proofs of our CaddyStats
Course Guides booklets, (ii) soliciting product orders for our course guides
from golf courses throughout North America, (ii) producing proofs of our guide
booklets (iii) hiring staff and (iv) other general corporate and working capital
purposes.
In funding the design of its guide booklets and the solicitation of product
orders from a significant number of golf courses, the company will incur
significant financial losses in the foreseeable future. There is no history upon
which to base any assumption as to the likelihood that the company will prove
successful. We cannot provide investors with any assurance that our online
transaction services will attract customers away from the customer base of
established golf trade providers, generate any operating revenue or ever achieve
profitable operations. If we are unable to address these risks, there is a high
probability that our business will fail, which will result in the loss of your
entire investment.
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IF WE DO NOT OBTAIN ADDEQUATE FINANCING, OUR BUSINESS WILL FAIL, WHICH WILL
RESULT IN THE COMPLETE LOSS OF YOUR INVESTMENT.
Our current operating funds are adequate for corporate existence over the next
twelve months. CaddyStats's cash balance, as of November 30, 2006, is $9,835.
The company anticipates its monthly expenses over the next twelve months to be
$500. CaddyStats will require additional financing in order to maintain its
corporate existence and to implement its business plans and strategy.
We require significant capital over the next twelve months, to solicit product
orders from a significant number of golf courses in the Pacific Northwest and
design and produce our course guide booklets. We will require additional funds
to establish our website and build our customer base by soliciting product
orders from golf courses throughout North America. If we are not successful in
earning revenues once we have established our initial product offering and
commenced business operations, we may require additional financing to sustain
business operations. Currently, we do not have any arrangements for financing
and can provide no assurance to investors that we will be able to obtain
financing when required. Obtaining additional financing would be subject to a
number of factors, including the company's ability attract customers away from
the customer base of established golf trade providers. These factors may have an
effect on the timing, amount, terms, or conditions of additional financing, and
make such additional financing unavailable to us. See "Description of Business."
No assurance can be given that the company will obtain access to capital markets
in the future or that financing, adequate to satisfy the cash requirements of
implementing our business strategies, will be available on acceptable terms. The
inability of the company to gain access to capital markets or obtain acceptable
financing could have a material adverse effect upon the results of its
operations and upon its financial conditions.
RISKS RELATED TO THIS OFFERING
SECURITIES MARKET FACTORS.
There is currently no traded public market for the company's common stock. There
are no assurances that any public market will be established or maintained for
the company's stock. As a result, the offering price and other terms and
conditions relative to the company's shares have been arbitrarily determined by
the company and do not bear any relationship to assets, earnings, book value or
any other objective criteria of value. Additionally, as the company was formed
recently and has only a limited operating history and no earnings, the price of
the offered shares is not based on its past earnings and no investment banker,
appraiser or other independent third party has been consulted concerning the
offering price for the shares or the fairness of the offering price used for the
shares.
INVESTING IN THE COMPANY IS A HIGHLY SPECULATIVE INVESTMENT AND COULD RESULT IN
THE LOSS OF YOUR ENTIRE INVESTMENT.
A purchase of the offered shares is significantly speculative and involves
significant risks. The offered shares should not be purchased by any person who
cannot afford the loss of his or her entire purchase price. The business
objectives of the company are also speculative and we may be unable to satisfy
those objectives. The shareholders of the company may be unable to realize a
substantial return on their purchase of the offered shares, or any return
whatsoever, and may lose their entire investment in the company. For this
reason, each prospective purchaser of the offered shares should read this
prospectus and all of its exhibits carefully and consult with their attorney,
business advisor and/or investment advisor.
INVESTORS WILL PAY MORE FOR CADDYSTATS'S COMMON STOCK THAN THE PRO RATA PORTION
OF OUR ASSETS ARE WORTH; AS A RESULT, INVESTING IN OUR COMMON STOCK MAY RESULT
IN AN IMMEDIATE LOSS.
The offering price and other terms and conditions regarding the company's shares
have been arbitrarily determined by the company and do not bear any relationship
to assets, earnings, book value or any other objective criteria of value.
Additionally, since the company has recently formed and has only a limited
operating history and no earnings, the price of the offered shares is not based
on its past earnings. No investment banker, appraiser or other independent third
party has been consulted concerning the offering price for the shares or the
fairness of the offering price used for the shares.
-8-
The arbitrary offering price of $0.02 per common share as determined herein is
substantially higher than the net tangible book value per share of CaddyStats's
common stock. CaddyStats's assets do not substantiate a share price of $0.02 per
share. This premium in share price applies to the terms of this offering and
does not attempt to reflect any forward looking share price subsequent to the
company obtaining a listing on any exchange, or becoming quoted on the OTC
Bulletin Board.
SINCE THE COMPANY HAS 75,000,000 AUTHORIZED SHARES, THE COMPANY'S MANAGEMENT
COULD ISSUE ADDITIONAL SHARES, DILLUTING THE COMPANY'S CURRENT SHARE HOLDERS'
EQUITY.
The company has 75,000,000 authorized shares, of which only 10,000,000 are
currently issued and outstanding and only 14,000,000 will be issued and
outstanding after this offering terminates. The company's management could,
without the consent of the company's existing shareholders, issue substantially
more shares, causing a large dilution in the equity position of the company's
current shareholders. Additionally, large share issuances by the company would
generally have a negative impact on the company's share price. It is possible
that, due to additional share issuance, you could loose a substantial amount, or
all, of your investment.
AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR INVESTORS' SUBSCRIPTIONS, IF WE
FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY PROTECTION,
INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT.
Invested funds for this offering will not be placed in an escrow or trust
account. Accordingly, if we file for bankruptcy protection, or a petition for
involuntary bankruptcy is filed by creditors against us, your funds will become
part of the bankruptcy estate and administered according to the bankruptcy laws.
As such, you will lose your investment and your funds will be used to pay
creditors and will not be used for the design or sale of CaddyStats Golf Course
Guides.
SINCE WE ARE A DEVELOPMENT STAGE COMPANY, WE DO NOT ANTICIPATE PAYING DIVIDENDS
IN THE FORESEEABLE FUTURE.
We do not anticipate paying dividends on our common stock in the foreseeable
future, but plan rather to retain earnings, if any, for the operation, growth
and expansion of our business.
AS WE MAY BE UNABLE CREATE OR SUSTAIN A MARKET FOR THE COMPANY'S SHARES, THEY
MAY BE EXTREMELY ILLIQUID.
If no market develops, the holders of our common stock may find it difficult or
impossible to sell their shares. Further, even if a market develops, our common
stock will be subject to fluctuations and volatility.
The company cannot apply directly to be quoted on the NASD Over-The-Counter
Bulletin Board (OTC). Additionally, the stock may be listed or traded only to
the extent that there is interest by broker-dealers in acting as a market maker
in the company's stock. Despite the company's best efforts, the company may not
be able to convince any broker/dealers to act as market-makers and make
quotations on the OTC Bulletin Board. The company may consider pursuing a
listing on the OTCBB after this registration becomes effective and the company
has completed its offering.
IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00
PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY
RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERLY AFFECT THE PRICE AND LIQUIDITY
OF THE COMPANY'S SHARES.
In the event that our shares are traded, and our stock trades below $5.00 per
share, our stock would be known as a "penny stock", which is subject to various
regulations involving disclosures to be given to you prior to the purchase of
any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has
adopted regulations which generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.
-9-
For transactions covered by these rules, the broker/dealer must make a special
suitability determination for the purchase of these securities. In addition, he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge that you understand the risks associated with buying penny stocks
and that you can absorb the loss of your entire investment. Penny stocks are low
priced securities that do not have a very high trading volume. Consequently, the
price of the stock is often volatile and you may not be able to buy or sell the
stock when you want to.
SINCE OUR COMPANY'S SOLE OFFICER AND DIRECTOR CURRENTLY
OWNS 100% OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT HIS DECISIONS
ARE CONTRARY TO THEIR INTERESTS.
The company's sole officer and director owns 100% of the outstanding shares and
will own over 71% after this offering is completed. As a result, he may be able
to choose all of our directors and control the direction of the company. The
company's sole officer and director's interests may differ from the interests of
other stockholders. Factors that could cause his interests to differ from the
interests of other stockholders include the impact of corporate transactions on
the timing of business operations and his ability to continue to manage the
business given the amount of time he is able to devote to the company.
All decisions regarding the management of the company's affairs will be made
exclusively by its sole officer and director. Purchasers of the offered shares
may not participate in the management of the company and, therefore, are
dependent upon the management abilities of the company's sole officer and
director. The only assurance that the shareholders of the company, including
purchasers of the offered shares, have that the company's sole officer and
director will not abuse his discretion in executing the company's business
affairs, is his fiduciary obligation and business integrity. Such discretionary
powers include, but are not limited to, decisions regarding all aspects of
business operations, corporate transactions and financing. Accordingly, no
person should purchase the offered shares unless that person is willing to
entrust all aspects of management to the company's sole officer and director, or
his successors. Potential purchasers of the offered shares must carefully
evaluate the personal experience and business performance of the company's
management.
THE COMPANY CANNOT PROVIDE ANY GUIDANCE AS TO THE FEDERAL TAX IMPLICATIONS OR
CONSEQUENCES OF THE PURCHASE OR SALE OF THESE SHARES.
The company has not obtained a ruling from the Internal Revenue Service, or the
opinion of counsel, with respect to the federal income tax consequences of this
offering. Consequently, purchasers of the offered shares must evaluate for
themselves the income tax implications that result from their purchase and
possible subsequent sale of the offered shares.
RISKS RELATED TO INVESTING IN OUR COMPANY
AS THE COMPANY'S SOLE OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS
ACTIVITIES, HE MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO THE
COMPANY, WHICH MAY RESULT IN PERIODIC INTERUPTIONS OR BUSINESS FAILURE.
Mr. Dawson, our sole officer and director, has other outside business activities
and currently devotes approximately 5-10 hours per week to our operations. Our
operations may be sporadic and occur at times which are not convenient to Mr.
Dawson, which may result in periodic interruptions or suspensions of our
business plan. If the demands of the company's business require the full
business time of our sole officer and director, he is prepared to adjust his
timetable to devote more time to the company's business. However, he may not be
able to devote sufficient time to the management of the company's business,
which may result in periodic interruptions in implementing the company's plans
in a timely manner. Such delays could have a significant negative effect on the
success of the business.
KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY, WHICH COULD ADVERSELY AFFECT THE
ABILITY OF THE COMPANY TO CONTINUE OPERATIONS.
The company is entirely dependent on the efforts of its sole officer and
director. The loss of its sole officer and director, or of other key personnel
that may be hired in the future, could have a material adverse effect on the
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business and its prospects. The company believes that all commercially
reasonable efforts have been made to minimize the risks attendant with the
departure by key personnel from service. The company plans to continue these
efforts in the future. However, there is no guarantee that replacement
personnel, if any, will help the company to operate profitably. The company does
not maintain key person life insurance on its sole officer and director.
SINCE OUR SOLE OFFICER AND DIRECTOR HAS NO DIRECT EXPERIENCE IN THE GOLF COURSE
GUIDE PUBLISHING INDUSTRY, THE COMPANY MAY NEVER BE SUCCESSFUL IN IMPLEMENTING
ITS BUSINESS STRATEGY, WHICH WILL RESULT IN THE LOSS OF YOUR INVESTMENT.
Our sole officer and director has no direct experience in the sales and
marketing of printed publications of golf course guides. As a result, our
management may not be fully aware of many of the specific requirements on
operating a publishing business. Management's decisions and choices may not
account for the purchasing or sales strategies which are commonly deployed in
publishing industries. Consequently our operations, earnings and ultimate
financial success could suffer irreparable harm due to management's lack of
experience in these areas. As a result, we may have to suspend or cease
operations, which will result in the loss of your investment.
IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS
REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS.
In the event of the dissolution of the company, the proceeds realized from the
liquidation of its assets, if any, will be distributed to the shareholders only
after the claims of the company's creditors, if any, are satisfied. In that
case, the ability of purchasers of the offered shares to recover all or any
portion of his or her purchase price for the offered shares will depend on the
amount of funds realized and the claims to be satisfied there from.
COMPENSATION MAY BE PAID TO OUR OFFICERS, DIRECTORS AND EMPLOYEES REGARDLESS OF
THE COMPANY'S PROFITABILITY. SUCH PAYMENTS MAY NEGATIVELY AFFECT OUR CASH FLOW
AND THE ABILITY OF THE COMPANY TO FINANCE ITS BUSINESS PLAN, WHICH WOULD CAUSE
OUR BUSINESS TO FAIL.
The sole officer and director and any future employees of the company may be
entitled to receive compensation, payments and reimbursements regardless of
whether the company operates at a profit or a loss. Any compensation received by
our sole officer and director, or any other management personnel in the future,
will be determined from time to time by the Board of Directors. We expect to
reimburse our sole officer and director and any future management personnel for
any direct out-of-pocket expenses they incur on behalf of the company.
THERE IS A LIMITATION ON LIABILITY OF THE SOLE OFFICER AND DIRECTOR OF THE
COMPANY. INVESTORS IN THIS OFFERING MAY NOT FEEL COMFORTABLE INVESTING IN A
COMPANY WHOSE SOLE OFFICER AND DIRECTOR HAS LIMITED OR NO LIABILITY TO ITS
SHAREHOLDERS FOR DAMAGES.
The Articles of Incorporation of the company include a provision eliminating or
limiting the personal liability of the company's sole officer and director and
its shareholders for damages for breach of fiduciary duty as a director or
officer. Accordingly, the officer and director may have no liability to the
shareholders for any mistakes or errors of judgment or for any act of omission,
unless such act or omission involves intentional misconduct, fraud or a knowing
violation of law or results in unlawful distributions to the shareholders.
RISKS RELATED TO THE COMPANY'S MARKET AND STRATEGY
SINCE WE ARE A NEW COMPANY AND LACK AN OPERATING HISTORY, WE FACE A HIGH RISK OF
BUSINESS FAILURE, WHICH MAY RESULT IN THE LOSS OF YOUR INVESTMENT.
CaddyStats is a development stage company formed recently to carry out the
activities described in this prospectus and thus has only a limited operating
history upon which an evaluation of its prospects can be made. We were
incorporated on June 5, 2006 and to date have been involved primarily in the
design of our golf course guide booklets, identifying suitable printing houses
for the production of our booklets, organizational activities and market
research; to date we have transacted no business. Thus, there is no internal or
industry-based historical financial data upon which to estimate the company's
planned operating expenses.
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The company expects that its results of operations may also fluctuate
significantly in the future as a result of a variety of factors. These include,
among others, the entry of new competitors into the golf course guides
publishing business, our ability to attract, retain and motivate qualified
personnel, the initiation, renewal or expiration of our customer base, pricing
changes by the company or its competitors, specific economic conditions
operating in the publishing and golf industries and general economic conditions.
Accordingly, our future sales and operating results are difficult to forecast.
The company's anticipated expenses are relatively fixed in the short term and we
expect that they will be partially offset by our future revenues. The company
may not be able to adjust spending in a timely manner to compensate for any
unexpected revenue shortfall. Accordingly, any significant shortfall in relation
to its expectations would have an immediate adverse impact upon the company's
business, financial condition, and the results of its operations. In addition,
the company may decide from time to time to make certain pricing, service or
marketing decisions or acquisitions that could have a short-term material
adverse effect on its business, financial condition or the results of its
operations, and may not result in the long-term benefits intended. Due to all of
the foregoing factors, it is probable that in some future period the company's
operating results may be less than the expectations of public market analyses
and investors. In such event, the price of the company's securities, including
its common stock, would probably be materially adversely affected.
As of the date of this prospectus, we have earned no revenue. Failure to
generate revenue will cause us to go out of business, which will result in the
complete loss of your investment.
ABILITY OF THE COMPANY TO IMPLEMENT ITS BUSINESS STRATEGY.
Although the company intends to pursue a strategy of aggressively marketing our
golf course guides throughout North America, implementation of this strategy
will depend in upon a number of factors. These include our ability to establish
a significant base of customers among golf courses, maintain favorable
relationships with our customers, effectively design customized course guides
for our customers, obtain adequate financing on favorable terms in order to fund
our business, maintain appropriate procedures, policies and systems, hire, train
and retain skilled employees and to continue to operate within an environment of
increasing competition. The inability of the company to obtain or maintain any
or all of these factors could impair our ability to implement our business
strategy successfully, which could have a material adverse effect on the results
of its operations and its financial condition.
WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR THE COMPANY'S
PRINCIPAL SERVICES OR ESTABLISH A SIGNIFICANT MARKET PRESENCE. IF THE COMPANY
CANNOT CREATE A SIGNIFICANT MARKET FOR ITS COURSE GUIDES IN WHAT IS AN EXTREMELY
COMPETITIVE INDUSTRY, OUR BUSINESS WILL FAIL AND OUR SHAREHOLDERS MAY LOSE THEIR
ENTIRE INVESTMENT.
The strategy of the company for growth is substantially dependent upon its
ability to market its products successfully to prospective clients. However, its
planned CaddyStats Golf Course Guides may not achieve significant acceptance
among golf courses or players. Such acceptance, if achieved, may not be
sustained for any significant period of time. There is no guarantee that any
substitute products we develop will be sufficient to permit the company to
recover our associated costs. Failure of the company's products to achieve or
sustain market acceptance could have a material adverse effect on our business,
financial condition and the results of our operations.
THE COMPANY MAY NOT BE ABLE TO CONTINUE OPERATING IF IT IS UNABLE TO MANAGE ITS
FUTURE GROWTH.
The company expects to experience growth and expects such growth to continue for
the foreseeable future. The company's growth may place a significant strain on
its management, financial, operating and technical resources. Failure to manage
this growth effectively could have a material adverse effect on the company's
financial condition or the results of its operations.
-12-
THE COMPANY CANNOT OFFER ANY ASSURANCES THAT IT WILL RECEIVE SIGNIFICANT
REVENUES OR CAN ACHIEVE OPERATING PROFITS. IF THE COMPANY CANNOT MAKE A PROFIT,
SHAREHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT.
The company may be unable to develop consistent revenues or its operations may
fail to profit.
THERE IS A RISK THE COMPANY MAY BE UNABLE TO CONTINUE ITS SERVICES OR CONTINUE
OPERATIONS IF IT EXPERIENCES UNINSURED LOSSES OR AN ACT OF GOD.
The company may, but is not required to, obtain comprehensive liability and
other business insurance of the types customarily maintained by similar
businesses. There are certain types of extraordinary occurrences, however, which
may be either uninsurable or not economically insurable. For example, in the
event of a major earthquake, our offices may be unusable and our computer
systems could be rendered inoperable for protracted periods of time. This would
impair our ability to design, market and distribute our guides or collect
revenues and thus adversely affect our financial condition. In the event of a
major civil disturbance, the company's operations could be adversely affected.
Should such an uninsured loss occur, the company could lose significant revenues
and financial opportunities in amounts that would not be partially or fully
compensated by insurance proceeds?
THE COMPANY'S ENTIRE BUSINESS STRATEGY IS DEPENDENT ON THE SALE OF ITS COURSE
GUIDES. IF THE COMPANY IS UNABLE TO ACHIEVE ITS SALES ESTIMATES IT MAY FAIL AND
SHAREHOLDERS MAY LOSE THEIR INVESTMENT.
The company's growth is substantially dependent upon its ability to market and
distribute its CaddyStats Golf Course Guides successfully and introduce new
products and services in the future. Other companies, including those with
substantially greater financial, marketing, and sales resources, compete with
the company. There can be no assurance that the company will be able to create,
market and distribute its products on acceptable terms, or at all. There can be
no assurance that the company will be able to develop new products that will be
commercially successful. Failure to market its products successfully, or
develop, introduce and market new products successfully, could have a material
adverse effect on the company's business, financial condition or results of
operations.
THE COMPANY IS DEPENDANT ON THIRD-PARTY PROVIDERS FOR CERTAIN SERVICES AND MAY
NOT BE ABLE TO CONTINUE OPERATIONS IF THERE IS A DISRUPTION IN THE SUPPLY OF
SUCH SERVICES.
The company will depend upon third party independent printing houses to supply
and print our CaddyStats guide booklets. Further, we plan on retaining
independent contractors to provide essential services to the company, such as
collecting course measurements, mapping the topographical alignment, marking the
hazards and obtaining other data needed for customized course guides. Such third
party suppliers and contractors have no fiduciary duty to the shareholders of
the company and may not perform as expected. Inasmuch as the capacity for
certain services by certain third parties may be limited, the inability of those
third parties, for economic or other reasons, to provide services could have a
material adverse effect upon the results of our operations and financial
condition.
RISKS RELATED TO INVESTING IN OUR INDUSTRY
AS THE COMPANY'S PRODUCTS ARE INTENDED FOR THE GOLF INDUSTRY, A DOWNTURN IN THE
INDUSTRY, WOULD REDUCE THE DEMAND FOR OUR PRODUCTS AND COULD MAKE OUR BUSINESS
UNPROFITABLE.
The company has identified a strong market exists for its golf course guides
among golf courses and country clubs. These businesses provide a luxury service
and the course fees charged by the country clubs represent discretionary
purchases. Since the market for luxury services are the hardest hit in an
economic downturn, a reduction in consumers' disposable income would lead to a
significant downturn in visits to golf courses and would significantly affect
the company's ability to conduct its business and achieve profitability.
GENERAL COMPETITION.
The company has identified a market opportunity for low course guides in the
golf course and country club industries. Competitors may enter this sector with
superior products or services, such as hand held electronic course guides and
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scoring systems, thus rendering our products and services obsolete and
nullifying our competitive advantage. There may be companies in certain vertical
markets, such as such a traditional sports publishing houses, that are better
financed and have long standing business relationships with our primary
potential customers. There can be no guarantee that such pre-existing companies
will not mimic CaddyStats's business model and golf course guide booklets. This
would infringe on our customer base and have an adverse affect upon our business
and the results of our operations.
FORWARD LOOKING STATEMENTS
This prospectus contains certain statements that constitute "forward-looking
statements", within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995, regarding management's plans and objectives for future operations,
including plans and objectives relating to our planned entry into the
specialized golf guide market. Forward-looking statements are often identified
by words like: "believe," "expect," "estimate," "anticipate," "intend,"
"project" and similar expressions, or words which, by their nature, refer to
future events. Any statements that express or involve discussions with respect
to predictions, business strategy, budgets, developments opportunities or
projects, the expected timing of transactions or other expectations, beliefs,
plans, objectives, assumptions or future events or performance are not
statements of historical fact and may be deemed "forward-looking statements".
Forward-looking statements are based upon expectations, estimates and
projections at the time the statements are made that involve a number of known
and unknown risks and uncertainties which could cause actual results or events
to differ materially from those CaddyStats anticipates.
The forward-looking statements and associated risks set forth in this prospectus
include or relate to, among other things, (a) our projected profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our ability
to obtain and retain sufficient capital for future operations and (e) our
anticipated needs for working capital. These statements may be found under
"Management's Discussion and Analysis or Plan of Operation" and "Description of
Business," as well as in this prospectus generally. Actual events or results may
differ materially from those discussed in these forward-looking statements as a
result of various factors, including, without limitation, the risks outlined
under "Risk Factors" and matters described in this prospectus generally. In
light of these risks and uncertainties, the forward-looking statements contained
in this prospectus may not in fact occur.
The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements are
based on the assumptions that we will be able to continue our business
strategies on a timely basis, that we will attract customers, that there will be
no material adverse competitive or regulatory changes in the conditions under
which our business operates, that our sole officer and director will remain
employed as such and that our forecasts accurately anticipate market demand. The
foregoing assumptions are based on judgments with respect to, among other
things, future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. Accordingly, although we believe that the
assumptions underlying the forward-looking statements are reasonable, any such
assumption could prove to be inaccurate and therefore there can be no assurance
that the results contemplated in forward-looking statements will be realized.
In addition, as disclosed elsewhere in this "Risk Factors" section of this
prospectus, there are a number of other risks inherent in our business and
operations, which could cause our operating results to vary markedly and
adversely from prior results or the results contemplated by the forward-looking
statements. Increases in the cost of procuring and maintaining our computer
hardware and software systems or our general or administrative expenses or the
occurrence of extraordinary events could cause actual results to vary materially
from the results contemplated by these forward-looking statements.
Management decisions, including budgeting, are subjective in many respects and
subject to periodic revisions in order to reflect actual business conditions and
developments. The impact of such conditions and developments could lead us to
alter our marketing, capital investment or other expenditures and may adversely
affect the results of our operations. In light of the significant uncertainties
inherent in the forward-looking information included in this prospectus, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives or plans will be achieved.
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AVAILABLE INFORMATION
CaddyStats filed a registration statement on Form SB-2 with the Securities and
Exchange Commission, under the Securities Act of 1933, covering the securities
in this offering. As permitted by rules and regulations of the Commission, this
prospectus does not contain all of the information in the registration
statement. For further information regarding both CaddyStats, Inc. and the
securities in this offering, we refer you to the registration statement,
including all exhibits and schedules, which may be inspected without charge at
the public reference facilities of the Commission's Washington, D.C. office, 100
F Street, N.E., Washington, D.C. 20549. Copies may be obtained upon request and
payment of prescribed fees.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.02. The following table sets forth the uses of proceeds assuming the
sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale
by the company.
IF 25% OF IF 50% OF IF 75% OF IF 100% OF
SHARES SOLD SHARES SOLD SHARES SOLD SHARES SOLD
________________________________________________________
GROSS PROCEEDS FROM THIS OFFERING $20,000 $40,000 $60,000 $80,000
LESS: OFFERING EXPENSES ====================================================
Legal & Accounting 3,500 3,500 3,500 3,500
Printing 200 200 200 200
____________________________________________________
Transfer Agent 2,100 2,100 2,100 2,100
____________________________________________________
TOTAL $ 5,800 $ 5,800 $ 5,800 $ 5,800
____________________________________________________
LESS: COMPUTER SYSTEMS & SOFTWARE
____________________________________________________
Purchase of Computer Hardware 2,000 5,000 10,000 12,000
____________________________________________________
Purchase of Software Licenses 2,000 3,000 8,000 10,000
____________________________________________________
TOTAL $ 4,000 $ 8,000 $18,000 $22,000
____________________________________________________
LESS: WEBSITE, MARKETING & ADVERTISING
Website/Hosting: 2,000 6,000 8,000 9,000
Marketing & Advertising: 2,200 9,700 15,700 30,700
TOTAL $ 4,200 $15,700 $23,700 $39,700
LESS: ADMINISTRATION EXPENSES
Office supplies, Stationery,
Telephone, Internet 1,000 3,500 5,500 5,500
Legal and Accounting 5,000 5,000 5,000 5,000
Office Temp 0 2,000 2,000 2,000
TOTAL $ 6,000 $10,500 $12,500 12,500
====================================================
TOTALS $20,000 $40,000 $60,000 $80,000
The above figures represent only estimated costs.
The funds raised through this offering will be used to (a) procure the computer
hardware and software systems required to design and produce camera ready proofs
of the company's golf course guide books and (b) fund our sales and marketing
initiatives. The first stage of the company's procurement includes purchasing
image processing software (estimated to cost $10,000) and hosting the company's
web site (estimated to cost $9,000). The first stage of our sales and marketing
plan involve soliciting service orders from a number of golf courses (estimated
to cost $30,700) by direct marketing and maintaining display booths at major
golf and country club industry trade shows.
DETERMINATION OF OFFERING PRICE
As there is no established public market for our shares, the offering price and
other terms and conditions relative to our shares have been arbitrarily
determined by CaddyStats and do not bear any relationship to assets, earnings,
book value, or any other objective criteria of value. In addition, no investment
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banker, appraiser, or other independent third party has been consulted
concerning the offering price for the shares or the fairness of the offering
price used for the shares.
The price of the current offering is fixed at $0.02 per share. This price is
significantly greater than the price paid by the company's sole officer and
director for common equity since the company's inception on June 5, 2006. The
company's sole officer and director paid $0.001 per share, a difference of
$0.019 per share lower than the share price in this offering.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.
The price of the current offering is fixed at $0.02 per share. This price is
significantly greater than the price paid by the company's sole officer and
director for common equity since the company's inception on June 5, 2006. The
company's sole officer and director paid as low as $0.001 per share, a
difference of $0.019 per share lower than the share price in this offering.
EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD
Price per share $0.02
Net tangible book value per share before offering $ 0.000984
Potential gain to existing shareholders $ 80,000
Net tangible book value per share after the offering $ 0.006417
Increase to present stockholders in net tangible book
value per share after the offering $ 0.005433
Capital contributions $ 80,000
Number of shares outstanding before offering 10,000,000
Number of shares after offering held by existing
stockholders 10,000,000
Existing shareholders percentage of ownership 71.4%
PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
Price per share $ 0.02
Dilution per share $ 0.013583
Capital contributions $ 80,000
Percentage of capital contributions 88.9%
Number of shares after offering held by the public 4,000,000
Purchasers percentage of ownership after the offering 28.6%
PURCHASERS OF SHARES IN THE OFFERING IF 75% OF SHARES SOLD
Price per share $ 0.02
Dilution per share $ 0.014628
Capital contributions $ 60,000
Percentage of capital contributions 85.7%
Number of shares after offering held by the public 3,000,000
Purchasers percentage of ownership after the offering 23.1%
PURCHASERS OF SHARES IN THE OFFERING IF 50% OF SHARES SOLD
Price per share $ 0.02
Dilution per share $ 0.015847
Capital contributions $ 40,000
Percentage of capital contributions 80.0%
Number of shares after offering held by the public 2,000,000
Purchasers percentage of ownership after the offering 16.7%
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PURCHASERS OF SHARES IN THE OFFERING IF 25% OF SHARES SOLD
Price per share $ 0.02
Dilution per share $ 0.017288
Capital contributions $ 20,000
Percentage of capital contributions 66.7%
Number of shares after offering held by the public 1,000,000
Purchasers percentage of ownership after the offering 9.1%
THE OFFERING BY THE COMPANY
CaddyStats is registering 4,000,000 shares of its common stock for offer and
sale. The company may offer their shares for sale on a continuous or a delayed
basis pursuant to Rule 415 under the 1933 Act.
To date, no steps have been taken to list CaddyStats's common stock on any
public exchange. We intend to apply for listing on a public exchange as soon as
meeting listing requirements; however, there is no assurance that CaddyStats
will be granted a listing.
All of the shares registered herein will become tradable on the effective date
of this registration statement. The company will not offer the shares through a
broker-dealer or anyone affiliated with a broker-dealer.
NOTE: As of the date of this prospectus, our sole officer and director, Gordon
Dawson, owns 10,000,000 common shares, which are subject to Rule 144
restrictions. There is currently one (1) shareholder of our common stock.
The company is hereby registering 4,000,000 common shares. The price per share
is $0.02 and will remain so unless and until the shares are quoted on the
Over-The-Counter (OTC) Bulletin Board or an exchange.
The shares are being registered pursuant to Rule 415 of the General Rules and
Regulations of the Securities and Exchange Commission, which Rule pertains to
delayed and continuous offerings and sales of securities. In regard to the
shares offered under Rule 415, CaddyStats undertakes in Part II of this
registration statement to keep this registration statement current during any
period in which offers or sales are made pursuant to Rule 415.
In the event the company receives payment for the sale of their shares,
CaddyStats will receive all of the proceeds from such sales. CaddyStats is
bearing all expenses in connection with the registration of the shares of the
company.
PLAN OF DISTRIBUTION
10,000,000 common shares are issued and outstanding as of the date of this
prospectus. The company is registering an additional 4,000,000 shares of its
common stock for possible resale at the price of $0.02 per share. There is no
arrangement to address the possible effect of the offerings on the price of the
stock.
CaddyStats will receive all proceeds from the sale of the shares by the company.
The price per share is $0.02 and will remain so unless and until the shares are
quoted on the Over-The-Counter (OTC) Bulletin Board or an exchange. However,
CaddyStats's common stock may never be quoted on the OTC Bulletin Board or
listed on any exchange.
The company's shares may be sold to purchasers from time to time directly by,
and subject to the discretion of the company. Further, the company will not
offer their shares for sale through underwriters, dealers, or agents or anyone
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the company and/or the purchasers of the shares for whom
they may act as agents. The shares sold by the company may be sold occasionally
in one or more transactions, either at an offering price that is fixed or that
may vary from transaction to transaction depending upon the time of sale, or at
prices otherwise negotiated at the time of sale. Such prices will be determined
by the company or by agreement between the company and any purchasers of our
common stock.
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In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in such states only if they have been
registered or qualified for sale in such states or an exemption from such
registration or qualification requirement is available and with which CaddyStats
has complied.
In addition and without limiting the foregoing, the company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
CaddyStats will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states).
LEGAL PROCEEDINGS
We are not a party to any material legal proceedings and to our knowledge; no
such proceedings are threatened or contemplated by any party.
DIRECTORS, EXECTUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS
OFFICERS AND DIRECTORS
Our sole director serves until his successor is elected and qualified. Our sole
officer is elected by the Board of Directors to a term of one (1) year and
serves until his successor is duly elected and qualified, or until he is removed
from office. The Board of Directors has no nominating or compensation
committees. The company's current Audit Committee consists of our sole officer
and director.
The name, address, age, and position of our present sole officer and director is
set forth below:
Name and Address Age Position(s)
Gordon Dawson 52 President, Secretary/ Treasurer,
1035 Duchess Avenue Chief Financial Officer and
West Vancouver, British Columbia Chairman of the Board of Directors.
Canada V6T 1G8
The person named above has held his offices/positions since inception of our
company and is expected to hold his offices/positions at least until the next
annual meeting of our stockholders.
BACKGROUND OF OFFICERS AND DIRECTORS
Gordon Dawson
Gordon Dawson is a recognized turf grass agronomist with over 25 years of proven
success supplying turf seed and agronomic advice to golf course professionals
and the turf grass industry. During his career he has supplied seed mixtures to
golf courses designed by such greats as Lee Trevino and Jack Nicklaus.
His career includes President of Dawson Seed Co. Ltd., Manager of NuSeCo and
President of TerraStar Solutions.
An avid golfer himself, Gordon spends his between-tee-times working with the
professional associations within his profession, including a term as Director of
the Canadian Seed Trade Association and President of the PNW International
Erosion Control Association.
Currently he is working on internet based educational training for project leads
and government inspectors of his industry.
-18-
CONFLICTS OF INTEREST
At the present time, the company does not foresee any direct conflict of
interest between Mr. Dawson's other business interests and his involvement in
CaddyStats.
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
CaddyStats has made no provisions for paying cash or non-cash compensation to
its sole officer and director. No salaries are being paid at the present time,
and none will be paid unless and until our operations generate sufficient cash
flows.
The following table sets forth the compensation paid by us from inception on
June 5, 2006 through November 30, 2006. The compensation addresses all
compensation awarded to, earned by, or paid to our named executive officer up to
November 30, 2006. This information includes the dollar value of base salaries,
bonus awards and number of stock options granted, and certain other
compensation, if any.
Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities
Restricted
Other Under Shares or Other
Annual Options/ Restricted Annual
Names Executive Compensation SARs Share LTIP Compensation
Officer and Year Salary Bonus Granted Units Payouts
Principal Ended (US$) (US$) (US$) (#) (US$) (US$) (US$)
Position
Gordon Dawson 2006 0 0 0 0 0 0 0
President
We have did not pay any salaries in 2006. We do not anticipate beginning to pay
salaries until we have adequate funds to do so. There are no other stock option
plans, retirement, pension, or profit sharing plans for the benefit of our
officers and director other than as described herein.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.
EMPLOYMENT AGREEMENTS
At this time, CaddyStats has not entered into any employment agreements with our
sole officer and director. If there is sufficient cash flow available from our
future operations, the company may in the future enter into employment
agreements with our sole officer and director, or future key staff members.
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a
manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Delaware.
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Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Delaware law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our sole officer and director, and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects what his ownership will be
assuming completion of the sale of all shares in this offering. The stockholder
listed below has direct ownership of his shares and possesses sole voting and
dispositive power with respect to the shares.
Name and Address Number of Shares Number of Shares Percentage of
Beneficial Ownership [1] Before the After Offering Ownership After
Offering Assuming all of the Offering
the Shares are Assuming all of
Sold the Shares are
Sold
Gordon Dawson, 10,000,000 10,000,000 71.4%
1035 Duchess Avenue
West Vancouver, BC
V7T 1G8, Canada
All Officers and Directors 10,000,000 10,000,000 71.4%
as a Group (1 person)
[1] The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933,
as amended, by virtue of his direct and indirect stock holdings. Mr. Dawson
is the only "promoter" of our company.
On June 26, 2006, a total of 10,000,000 shares of common stock were issued to
our sole officer and director, all of which are restricted securities, as
defined in Rule 144 of the Rules and Regulations of the SEC promulgated under
the Securities Act. Under Rule 144, the shares can be publicly sold, subject to
volume restrictions and restrictions on the manner of sale, commencing one year
after their acquisition. Under Rule 144, a shareholder can sell up to 1% of
total outstanding shares every three months in brokers' transactions. Shares
purchased in this offering, which will be immediately resalable, and sales of
all of our other shares after applicable restrictions expire, could have a
depressive effect on the market price, if any, of our common stock and the
shares we are offering.
Our sole officer and director will continue to own the majority of our common
stock after the offering, regardless of the number of shares sold. Since he will
continue control our company after the offering, investors in this offering will
be unable to change the course of our operations. Thus, the shares we are
offering lack the value normally attributable to voting rights. This could
result in a reduction in value of the shares you own because of their
ineffective voting power. None of our common stock is subject to outstanding
options, warrants, or securities convertible into common stock.
The company is hereby registering 4,000,000 of its common shares, in addition to
the 10,000,000 shares currently issued and outstanding. The price per share is
$0.02 and will remain so unless and until the shares are quoted on the
Over-The-Counter (OTC) Bulletin Board or an exchange. The company may sell at
prevailing market prices or privately negotiated prices only after the shares
are quoted on either the OTC Bulletin Board or an exchange (please see "Plan of
Distribution" below).
The 10,000,000 shares currently issued and outstanding were acquired by our sole
officer and director on June 26, 2006. We issued a total of 10,000,000 common
shares for consideration of $10,000, which was accounted for as a purchase of
common stock.
-20-
The shares owned by the company are being registered pursuant to Rule 415 of the
General Rules and Regulations of the Securities and Exchange Commission, which
Rule pertains to delayed and continuous offerings and sales of securities. In
regard to the shares offered under Rule 415, CaddyStats undertakes in Part II of
this registration statement to keep this registration statement current during
any period in which offers or sales are made pursuant to Rule 415.
In the event the company receives payment for the sale of their shares,
CaddyStats will receive all of the proceeds from such sales. CaddyStats is
bearing all expenses in connection with the registration of the shares of the
company.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. The holders of our common stock:
* have equal ratable rights to dividends from funds legally available if and
when declared by our Board of Directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or
winding up of our affairs;
* do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
* and are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
We refer you to the Bylaws of our Articles of Incorporation and the applicable
statutes of the State of Delaware for a more complete description of the rights
and liabilities of holders of our securities.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, present
stockholders will own approximately 71% of our outstanding shares assuming all
the offered shares are sold.
CASH DIVIDENDS
As of the date of this prospectus, we have not declared or paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of our Board of Directors and will depend upon our earnings,
if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
INDEMNIFICATION; LIMITATION OF LIABILITY
Our Certificate of Incorporation contains provisions permitted under the General
Corporation Law of Delaware relating to the liability of directors. The
provisions eliminate a director's liability to stockholders for monetary damages
for a breach of fiduciary duty, except in circumstances involving wrongful acts,
including the breach of a director's duty of loyalty or acts or omissions which
involve intentional misconduct or a knowing violation of law. Our certificate of
incorporation also contains provisions obligating us to indemnify our directors
and officers to the fullest extent permitted by the General Corporation Law of
Delaware.
As permitted by Delaware law, we have eliminated the personal liability of our
directors for monetary damages for breach or alleged breach of their fiduciary
duties as directors, subject to exceptions. In addition, our bylaws provide that
-21-
we are required to indemnify our officers and directors, employees and agents
under circumstances, including those circumstances in which indemnification
would otherwise be discretionary, and we will be required to advance expenses to
our officers and directors as incurred in proceedings against them for which
they may be indemnified. The bylaws provide, among other things, that we will
indemnify officers and directors, employees and agents against liabilities that
may arise by reason of their status or service as directors, officers, or
employees, other than liabilities arising from willful misconduct, and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted for our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
We are not currently subject to the provisions of Section 203 of the Delaware
General Corporation Law. Subject to exceptions specified therein, Section 203 of
the Delaware General Corporation Law prohibits a publicly-held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder," including general mergers or consolidations or acquisitions of
additional shares of the corporation, for a three-year period following the time
that such stockholder became an interested stockholder.
Except as otherwise specified in Section 203, an "interested stockholder" is
defined to include:
o any person that is the owner of 15% or more of the outstanding voting
stock of the corporation, or is an affiliate or associate of the
corporation and was the owner of 15% or more of the outstanding voting
stock of the corporation at any time within three years immediately
prior to the date of determination; and
o the affiliates and associates of any such person.
The statute is intended to prohibit or delay mergers or other takeover or change
in control attempts. Although we are currently exempt from the statute's
provisions, we could become subject to Section 203 in the future.
REPORTING
After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.
STOCK TRANSFER AGENT
We have not engaged the services of a transfer agent at this time. However,
within the next twelve months we anticipate doing so. Until such a time a
transfer agent is retained, CaddyStats will act as its own transfer agent.
STOCK OPTION PLAN
The Board of Directors of CaddyStats has not adopted a stock option plan ("Stock
Option Plan"). The company has no plans to adopt a stock option plan but may
choose to do so in the future. If such a plan is adopted, this plan may be
administered by the board or a committee appointed by the board (the
"Committee"). The committee would have the power to modify, extend or renew
outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not, without the written consent of
the optionee, impair any rights under any option previously granted. CaddyStats
may develop an incentive based stock option plan for its officers and directors
and may reserve up to 10% of its outstanding shares of common stock for that
purpose.
-22-
STOCK AWARDS PLAN
The company has not adopted a Stock Awards Plan, but may do so in the future.
The terms of any such plan have not been determined.
DESCRIPTION OF BUSINESS
COMPANY HISTORY
CaddyStats, Inc. ("CaddyStats") is a development stage company incorporated on
June 5, 2006 in the State of Delaware to enter into golf course guides
publishing industry with low cost CaddyStats Course Guide booklets. The company
expects to provide golf courses throughout North America with low cost,
attractive and easy to use guide books. We plan to design and produce camera
ready proofs of these booklets for printing by an independent third party
printing house.
To date, the company's operations have been limited to the design of our planned
CaddyStats Course Guide booklets and market research regarding golf course and
country club industries in North America. We have not yet implemented our
business model or printed any booklets. To date, we have generated no revenues
from our operations.
CaddyStats has provided the following information concerning the company and its
business for inclusion in this offering. The information contained herein does
not purport to be all-inclusive or to contain all the information that a
prospective investor may desire. This information contains statements that
constitute "forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Any statements that express or involve
discussions with respect to predictions, business strategy, budgets,
developments opportunities or projects, the expected timing of transactions or
other expectations, beliefs, plans, objectives, assumptions or future events or
performance are not statements of historical fact and may be "forward-looking
statements". Forward-looking statements are based on expectations, estimates and
projections at the time the statements are made that involve a number of known
and unknown risks and uncertainties which could cause actual results or events
to differ materially from those anticipated by CaddyStats, Inc.
COMPANY DESCRIPTION
CaddyStats plans to offer low cost custom course guides to the golf course and
country club industry. The CaddyStats Course Guide is a combination of a golf
course guide, yardage book and enhanced scorecard. CaddyStats Course Guides are
designed for one-time use and are priced low enough that golfers can purchase
them every time they play on one of our customers' course. Courses may use our
guides as part of their marketing or promotional strategy by giving them away at
trade shows, community events, as part of tournament packages, in media kits and
to select players after their round to encourage return visits. Even guides sold
to clients will be beneficial in ours customers' marketing efforts as they are
more likely to be shared and passed around than regular score cards. Guides are
individually produced for each golf course. A customer's existing artwork is the
starting point and can include: architectural drawings, aerial photographs,
illustrations or digital files. A set of working proofs is created from working
artwork and these proofs are augmented with further information supplied by
course observations and laser measurements.
Most of the course work is done in a manner that has a minimal impact on regular
course play. Observations are made from unobtrusive areas where play is not
affected. Measurements are made with portable laser measuring devices. The back
nine holes are measured in the early morning in advance of regular play and the
front none holes are measured after the final group goes out in the late
afternoon or evening. After all the observations and measurements are completed,
a set of proofs are created and sent to course management for final approval.
-23-
MARKET OPPORTUNITY
The scorecard is a golf course's most important marketing tool. The growing
number of golf courses and golfers in North America has created demand for low
cost golf course guides and scoring cards. CaddyStats intends to enter this
market with custom CaddyStats Golf Course Guide booklets.
MARKET FOR THE GOLF TRADE
The annual international trade in golf goods is over 2 billion dollars. Rounds
revenue in the US golf course market, defined as the sum of green fees, golf car
rentals, annual dues and trail fees, was $13.8 billion in 2003.
DESCRIPTION OF OUR PRODUCTS AND SERVICES
CaddyStats Course Guides are produced individually for each course. Each hole is
represented on a single page of the guide booklet, providing golfers with a
detailed bird's eye view of the areas to be played. The guides include
information such as distance from landmarks, tips on how to play the hole from
the course professional, information on hazards and slopes on the greens Our
Course Guides provide the information golfers need to play their best possible
game.
Our course guides also include a two page summary so that golfers can calculate
statistics such as driving distances, greens in regulation, scrambling and
putting averages. Golfers can also use the guides to calculate individual club
distances under actual playing conditions and determine which areas of their
game needs the most attention.
CaddyStats Course Guides make a great souvenir for courses a golfer seldom plays
and are a great teaching tool, allowing the instructor or coach to do a
shot-by-shot review of their player's round.
COMPETITIVE ADVANTAGES
CaddyStats will compete with traditional publishers of golf course guides,
yardage books and score cards by combining all three types of documents in a
single low-cost CaddyStats Golf Course Guide.
MARKETING
Our initial marketing efforts will include:
- - Participating in golf course trade shows, such as Golf Europe and Fairway.
- - Direct marketing.
- - Advertising in Golf Trade Magazines and online.
- - Approaching golf trade organizations, such as the United States Golf
Association.
STAFFING
As of November 30, 2006, CaddyStats has no permanent staff. The company is
managed by its sole officer and director, Gordon Dawson, who is the President
and Chairman of the company. Mr. Dawson is employed elsewhere and has the
flexibility to work on CaddyStats up to 10 hours per week. He is prepared to
devote more time to our operations as may be required. He is not being paid at
present.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, CaddyStats has no employees other than its current sole officer and
director, Mr. Dawson, who has not been compensated. There are no employment
agreements in existence. The company presently does not have, pension, health,
annuity, insurance, stock options, profit sharing, or similar benefit plans;
however, the company may adopt plans in the future. There are presently no
personal benefits available to the company's director.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. You should not place undue certainty on these forward-looking
-24-
statements, which apply only as of the date of this prospectus. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our plans or predictions.
Please see the section of this prospectus entitled "Forward Looking Statements".
COMPANY OVERVIEW
We are a development-stage company recently incorporated to enter into the golf
trade industry with our low-cost CaddyStats Golf Course Guides, which combine
the traditional course guide, yardage book and score cards in a single
easy-to-use document. We have recently commenced business operations and have
not generated any revenues.
Our auditors have issued a "going concern" opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any substantial revenues and no substantial
revenues are anticipated until we have completed the financing anticipated in
this offering. Accordingly, we must raise cash from sources other than from the
sale of our Course Guide products. Our only other source for cash at this time
is investments by others in this offering. We must raise cash to implement our
business strategy and stay in business. The amount of the offering will likely
allow us to operate for at least one year.
As of November 30, 2006, CaddyStats had $9,835 of cash on hand and in the bank.
Management believes this amount will satisfy our cash requirements for the next
twelve months or until such time that additional proceeds are raised. We plan to
satisfy our future cash requirements - primarily the working capital required to
procure of our computer hardware and software systems, develop our marketing
campaign and offset our legal and accounting fees - by additional equity
financing. This will likely be in the form of private placements of common
stock. There is no additional offering planned at present.
Management believes that if subsequent private placements are successful, we
will generate sales revenue within the following twelve months thereof. However,
additional equity financing may not be available to us on acceptable terms or at
all, and thus we could fail to satisfy our future cash requirements.
If CaddyStats is unsuccessful in raising the additional proceeds through a
private placement offering it will then have to seek additional funds through
debt financing, which would be highly difficult for a new development stage
company to secure. Therefore, the company is highly dependent upon the success
of the anticipated private placement offering described herein and failure
thereof would result in CaddyStats having to seek capital from other resources
such as debt financing, which may not even be available to the company. However,
if such financing were available, because CaddyStats is a development stage
company with no operations to date, it would likely have to pay additional costs
associated with high risk loans and be subject to an above market interest rate.
At such time these funds are required, management would evaluate the terms of
such debt financing and determine whether the business could sustain operations
and growth and manage the debt load. If CaddyStats cannot raise additional
proceeds via a private placement of its common stock or secure debt financing it
would be required to cease business operations. As a result, investors in
CaddyStats's common stock would lose all of their investment.
The design of our course guides will continue over the next 12 months.
CaddyStats does not have any plans for researching any further products or
services. CaddyStats does not expect the purchase or sale of plant or any
significant equipment and CaddyStats does not anticipate any change in the
number of our employees. CaddyStats's current material commitments include the
total costs of the planned offering as provided herein, estimated at $5,809.
CaddyStats has no current plans, preliminary or otherwise, to merge with any
other entity.
PLAN OF OPERATION
Over the 12 month period starting upon the effective date of this registration
statement, the company must raise capital and start the design and production of
its Course Guides. The first stage of our operations over this period is to
procure the computer hardware and image-processing software required to produce
camera ready copies of our course guides. We expect to complete this step within
90 days of the effective date of this registration statement.
-25-
The second stage is the design and production of a sample CaddyStats Course
Guide booklet for a typical North American golf course. We expect to produce a
camera-ready proof for printing within 180 days of the effective date of this
registration statement. Concurrent with this stage, we will initiate our sales
and marketing initiative, soliciting prospective clients form number of North
American "flagship" golf courses (estimated to cost $15,000). We expect to these
solicitations to be completed within 360 days of the effective date of this
registration statement.
If we can complete these stages and we receive a positive reaction from our
potential customers, we will attempt to raise money through a private placement,
public offering or through loans to purchase additional equipment or finance
large product orders.
At present, our sole officer and director is unwilling to make any commitment to
loan us any further funds any but may reconsider if we source desirable products
at reasonable pricing. His unwillingness to loan us additional money at this
time is simply because he does not want to. At the present time, we have not
made any arrangements to raise additional cash. If we need additional cash but
are unable to raise it, we will either suspend marketing operations until we do
raise the cash, or cease operations entirely. Other than as described in this
paragraph, we have no other financing plans.
If we are unable to complete any phase of our systems development or marketing
efforts because we don't have enough money, we will cease our development and or
marketing operations until we raise money. Attempting to raise capital after
failing in any phase of our software development plan would be difficult. As
such, if we cannot secure additional proceeds we will have to cease operations
and investors would lose their entire investment.
Management does not plan to hire additional employees at this time. Our sole
officer and director will be responsible for the initial product sourcing. Once
the company begins building its Internet website, it will hire an independent
consultant to build the site. The company also intends to hire sales
representatives initially on a commission only basis to keep administrative
overhead to a minimum.
DESCRIPTION OF PROPERTY
The company does not own any real estate or other properties. The company's
office is located at Suite 105, 501 Silverside Road Wilmington, DE 19809 USA and
our telephone number is (877) 903-8600 and our fax number is (866) 903-8601.
CERTAIN TRANSACTIONS
On June 26, 2006, we issued a total of 10,000,000 shares of common stock to
Gordon Dawson, our sole officer and director, for total cash consideration of
$10,000. This was accounted for as a purchase of common stock.
LITIGATION
We are not a party to any pending litigation and none is contemplated or
threatened.
EXPERTS
Our financial statements for the period from inception to November 30, 2006
included in this prospectus have been audited by Moore & Associates, Chartered,
2675 S. Jones Blvd., Suite 109, Las Vegas, NV 89146 as set forth in their report
included in this prospectus. Their report is provided on their authority as
experts in accounting and auditing.
Thomas E. Puzzo, Attorney at Law, the Law Offices of Thomas E. Puzzo, PLLC 4216
NE 70th Street, Seattle WA 98115, has acted as our legal counsel. Mr. Puzzo has
provided his opinion on the legality of the 4,000,000 shares of common stock
being registered on behalf of the company by way of this prospectus.
FINANCIAL STATEMENTS
Our fiscal year end is August 31st. We will provide audited financial statements
to our stockholders on an annual basis; as prepared by an Independent Certified
Public Accountant.
-26-
Our financial statements immediately follow:
FINANCIAL STATEMENTS Page
Auditors Report F-2
Balance Sheets F-3
Statements of Operations F-4
Statement of Stockholders' Equity F-5
Statements of Cash Flows F-6
Notes to the Financial Statements F-7 thru 9
-27-
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
NOVEMBER 30 2006
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
INTERIM BALANCE SHEETS
INTERIM STATEMENTS OF OPERATIONS
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
INTERIM STATEMENTS OF CASH FLOWS
INTERIM NOTES TO FINANCIAL STATEMENTS
F-1
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Caddystats
We have audited the accompanying balance sheet of Caddystats as of August 31,
2006 and November 30, 2006, and the related statements of operations,
stockholders' equity and cash flows from inception June 5, 2006, through
November 30, 2006. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Caddystats as of August 31,
2006 and November 30, 2006 and the results of its operations and its cash flows
from inception June 5, 2006, through November 30, 2006, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, The ability of the Company to continue as a going concern
is dependent on raising capital to fund its business plan and ultimately to
attain profitable operations. Accordingly, these factors raise substantial doubt
as to the Company's ability to continue as a going concern and its lack of
operations and sources of revenues raises substantial doubt about its ability to
continue as a going concern. Management's plans concerning these matters are
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ MOORE & ASSOCIATES, CHARTERED
Moore & Associates Chartered
Las Vegas, Nevada
March 21, 2007
2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NV 89146
(702) 253-7511 FAX (702) 253-7501
F-2
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM BALANCE SHEETS
November 30, August 31,
2006 2006
_________________________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash $ 9,835 $ -
=========================================================================================
9,835 -
=========================================================================================
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ - $ -
Due to related party 1,086 1,086
_________________________________________________________________________________________
STOCKHOLDERS' EQUITY (DEFICIT )
Capital stock (Note 4)
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
10,000,000 shares of common stock 10,000 10,000
Additional paid-in capital - -
Share subscription receivable - (10,000)
_________________________________________________________________________________________
Deficit accumulated during the development stage ( 1,251) ( 1,086)
_________________________________________________________________________________________
$ 9,835 $ -
=========================================================================================
The accompanying notes are an integral part of these financial statements
F-3
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENTS OF OPERATIONS
Cumulative Cumulative
results of results of
operations from operations from
June 5, 2006 June 5,2006
Three months (date of (date of
ended inception) to inception) to
November 30, 2006 August 31, 2006 November 30 2006
_________________________________________________________________________________________
EXPENSES
Office and general $ (165) $(1,086) $(1,251)
Professional fees - - -
_________________________________________________________________________________________
NET LOSS $ (165) $(1,086) $(1,251)
=========================================================================================
BASIC NET LOSS PER SHARE $ 0.00
================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 8,826,816
==============================================
The accompanying notes are an integral part of these financial statements
F-4
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (JUNE 5, 2006) TO NOVEMBER 30, 2006
Deficit
Accumulated
Common Stock Additional Share During the
___________________________ Paid-in Subscription Development
Number of shares Amount Capital Receivable Stage Total
__________________________________________________________________________________________________________________________
Balance, June 5, 2006 - $ - $ - $ - $ - $ -
Net Loss (1,086) (1,086)
Balance, August 31, 2006 (1,086) (1,086)
Common stock issued for
cash at $0.001 per share
-June 26, 2006 10,000,000 10,000 - - - 10,000
Share Subscription Receivable (10,000) (10,000)
Share subscription paid 10,000 10,000
Net loss - - - - (165) (165)
__________________________________________________________________________________________________________________________
Balance, November 30, 2006 10,000,000 $10,000 $ - $ - $(1,251) $ 8,749
==========================================================================================================================
The accompanying notes are an integral part of these financial statements
F-5
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENTS OF CASH FLOWS
Cumulative Cumulative
results of results of
Three months operations from operations from
ended inception (June inception (June
November 30, 5, 2006) to 5, 2006) to
2006 August 31, 2006 November 30, 2006
_________________________________________________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (165) $ (1,086) $(1,251)
Adjustment to reconcile net loss to net cash used in
operating activities - shareholder loan 1,086 1,086
_________________________________________________________________________________________________________________
NET CASH USED IN OPERATING ACTIVITIES (165) (1,251)
_________________________________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 10,000 10,000
Share subscription receivable - (10,000)
_________________________________________________________________________________________________________________
NET CASH PROVIDED BY FINANCING ACTIVITIES 10,000 11,086
_________________________________________________________________________________________________________________
NET INCREASE IN CASH 9,835 - 9,835
CASH, BEGINNING OF PERIOD - - -
_________________________________________________________________________________________________________________
CASH, END OF PERIOD $ 9,835 $ - 9,835
=================================================================================================================
Supplemental cash flow information and noncash
financing activities:
Cash paid for:
Interest $ - $ - $ -
=================================================================================================================
Income taxes $ - $ - $ -
=================================================================================================================
The accompanying notes are an integral part of these financial statements
F-6
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2006
________________________________________________________________________________
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Caddystats, Inc. ("Company") is in the initial development stage and has
incurred losses since inception totaling $1,251. The Company was incorporated on
June 5, 2006 in the State of Delaware and established a fiscal year end of
November 30. The Company is a development stage company organized to enter into
the golf course guide book publication industry with our proprietary CaddyStats
Golf Course Guides. The Company expects to provide golf courses throughout North
America with low cost, attractive and easy to use guide books.
The ability of the Company to continue as a going concern is dependent on
raising capital to fund its business plan and ultimately to attain profitable
operations. Accordingly, these factors raise substantial doubt as to the
Company's ability to continue as a going concern. The Company is funding its
initial operations by way of issuing Founders' shares. As of November 30, 2006,
the Company had issued 10,000,000 Founders shares at $0.001 per share for net
proceeds of $10,000.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________
BASIS OF PRESENTATION
These financial statements are presented in United States dollars and have been
prepared in accordance with accounting principles generally accepted in the
United States.
USE OF ESTIMATES AND ASSUMPTIONS
Preparation of the financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
INCOME TAXES
The Company follows the liability method of accounting for income taxes in
accordance with Statements of Financial Accounting Standards ("SFAS") No.109,
"Accounting for Income Taxes." Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax balances. Deferred tax assets and
liabilities are measured using enacted or substantially enacted tax rates
expected to apply to the taxable income in the years in which those differences
are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.
NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
F-7
FOREIGN CURRENCY TRANSLATION
The financial statements are presented in United States dollars. In accordance
with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated to their United States dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date.
Non-monetary assets and liabilities are translated at exchange rates prevailing
at the transaction date. Revenue and expenses are translated at average rates of
exchange during the period. . Related translation adjustments are reported as a
separate component of stockholders' equity (deficit), whereas gains or losses
resulting from foreign currency transactions are included in results of
operations
STOCK-BASED COMPENSATION
The Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to date.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 153, "Exchanges of Non-monetary Assets - An Amendment of APB Opinion No.
29". The guidance in APB Opinion No. 29, "Accounting for Non-monetary
Transactions", is based on the principle that exchanges of non-monetary assets
should be measured based on the fair value of the assets exchanged. The guidance
in that opinion, however, included certain exceptions to that principle. SFAS
No. 153 amends Opinion No. 29 to eliminate the exception for non-monetary
exchanges of similar productive assets and replaces it with a general exception
for exchanges of non-monetary assets that do not have commercial substance. A
non-monetary exchange has commercial substance if the future cash flows of the
entity are expected to change significantly as a result of the exchange. The
provisions of SFAS No. 153 are effective for non-monetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. Early application is
permitted and companies must apply the standard prospectively. The adoption of
this standard is not expected to have a material effect on the Company's results
of operations or financial position.
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123R, "SHARE-BASED PAYMENT." SFAS No. 123R establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. SFAS No. 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS No. 123R requires that the compensation cost relating to
share-based payment transactions be recognized in financial statements. That
cost will be measured based on the fair value of the equity or liability
instruments issued. Public entities that file as small business issuers will be
required to apply SFAS No. 123R in the first interim or annual reporting period
that begins after December 15, 2005. Management is currently evaluating the
impact of the adoption of this standard on our results of operations and
financial position.
In March 2005, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 107,
"SHARE-BASED PAYMENT," to give guidance on the implementation of SFAS No. 123R.
Management will consider SAB No. 107 during the implementation of SFAS No. 123R.
In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error
Corrections." This Statement replaces APB Opinion No. 20, "Accounting Changes,"
and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements,"
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. Management believes this Statement will have no impact on
the financial statements of the Company.
F-8
In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, "Accounting
for Conditional Asset Retirement Obligations, an interpretation of FASB
Statement No. 143." Asset retirement obligations (AROs) are legal obligations
associated with the retirement of long-lived assets that result from the
acquisition, construction, development and/or normal operation of a long-lived
asset, except for certain obligations of lessees. FIN No.47 clarifies that
liabilities associated with asset retirement obligations whose timing or
settlement method are conditional on future events should be recorded at fair
value as soon as fair value is reasonably estimable. FIN No.47 also provides
guidance on the information required to reasonably estimate the fair value of
the liability. FIN No.47 is intended to result in more consistent recognition of
liabilities relating to AROs among companies, more information about expected
future cash outflows associated with those obligations stemming from the
retirement of the asset(s) and more information about investments in long-lived
assets because additional asset retirement costs will be recognized by
increasing the carrying amounts of the assets identified to be retired. FIN
No.47 is effective for fiscal years ending after December 15, 2005. Management
believes this Statement will have no impact on the financial statements of the
Company.
NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS
________________________________________________________________________________
In accordance with the requirements of SFAS No. 107, the Company has determined
the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of financial
instruments classified as current assets or liabilities approximate their
carrying value due to the short-term maturity of the instruments.
NOTE 4 - CAPITAL STOCK
________________________________________________________________________________
The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share. No preferred shares have been authorized or issued.
As of November 30, 2006, the Company has not granted any stock options and has
not recorded any stock-based compensation.
As of November 30, 2006, the sole Director had purchased 10,000,000 shares of
the common stock in the Company at $0.001 per share with proceeds to the Company
totaling $10,000.
NOTE 5 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________
As of November 30, 2006, the Company received advances from a Director in the
amount of $1,251 to pay for Incorporation costs and filing fees. The amounts due
to the related party are unsecured and non-interest bearing with no set terms of
repayment.
NOTE 6 - INCOME TAXES
________________________________________________________________________________
As of November 30, 2006 the Company had net operating loss carry forwards of
approximately $1,251 that may be available to reduce future years' taxable
income and will expire commencing in 2016. Availability of loss usage is subject
to change of ownership limitations under Internal Revenue Code 382. Future tax
benefits which may arise as a result of these losses have not been recognized in
these financial statements, as their realization is determined not likely to
occur and accordingly, the Company has recorded a full valuation allowance for
the deferred tax asset relating to these tax loss carryforwards.
F-9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Our auditors are Moore & Associates, Chartered, operate from their offices in
Las Vegas, NV. There have been no changes in or disagreements with accountants
regarding our accounting, financial disclosures or any other matter.
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Independently of whether or not all shares are sold, the estimated expenses of
the offering, all of which are to be paid by the registrant, are as follows:
Legal and Accounting $3,500
SEC Filing Fee 8.56
Printing 200
Transfer Agent 2,100
_________
TOTAL $5,809
_________
RECENT SALES OF UNREGISTERED SECURITIES
(a) PRIOR SALES OF COMMON SHARES
CaddyStats is authorized to issue up to 75,000,000 shares of common stock with a
par value of $0.001. As of June 26, 2006, we have issued 10,000,000 common
shares to our sole officer and director for total consideration of $10,000.
CaddyStats is not listed for trading on any securities exchange in the United
States and there has been no active market in the United States or elsewhere for
the common shares.
During the past year, the company has sold the following securities which were
not registered under the Securities Act of 1933, as amended:
JUNE 26, 2006
We issued 10,000,000 common shares to the sole officer and director of the
company for cash proceeds of $10,000, or $0.001 per share.
(b) USE OF PROCEEDS
We have spent a portion of the above proceeds to pay for costs associated with
this prospectus and expect the balance of the proceeds to be mainly applied to
further costs of this prospectus and administrative costs.
We shall report the use of proceeds on our first periodic report filed pursuant
to sections 13(a) and 15(d) of the Exchange Act after the effective date of this
Registration Statement and thereafter on each of our subsequent periodic reports
through the later of 1) the disclosure of the application of the offering
proceeds, or 2) disclosure of the termination of this offering.
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EXHIBITS
The following exhibits are filed as part of this Registration Statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.
================================================================================
EXHIBIT NO. DOCUMENT DESCRIPTION
================================================================================
3.1 Articles of Incorporation of CaddyStats, Inc.
================================================================================
3.2 Bylaws of CaddyStats, Inc.
================================================================================
5.1 Opinion of Thomas E. Puzzo, Esq. regarding the legality of the
securities being registered.
================================================================================
23.1 Consent of Moore & Associates, Chartered.
================================================================================
(b) DESCRIPTION OF EXHIBITS
EXHIBIT 3.1
Articles of Incorporation of CaddyStats, Inc., dated June 5, 2006.
EXHIBIT 3.2
Bylaws of CaddyStats, Inc. approved and adopted on June 26, 2006.
EXHIBIT 5.1
Opinion of Thomas Puzzo, Attorney at Law, the Law Offices of Thomas E. Puzzo,
PLLC 4216 NE 70th Street, Seattle WA 98115, dated March 5, 2007 regarding the
legality of the securities being registered.
EXHIBIT 23.1
Consent of Moore & Associates, Chartered, 2675 S. Jones Blvd., Las Vegas, NV
89146 dated March, 27 2007, regarding the use in this Registration Statement of
their report of the auditors and financial statements of CaddyStats, Inc. for
the period ending November 30, 2006.
UNDERTAKINGS
Presently the sole officer and director of CaddyStats, Inc. is not covered by
liability insurance. However, CaddyStats's Articles of Incorporation state that
the company may indemnify its officers, directors, employees, and agents to the
full extent permitted by the laws of the State of Delaware. No other statute,
charter provision, by-law, contract, or other arrangement to insure or indemnify
a controlling person, director, or officer of CaddyStats exists which would
affect his liability in that capacity.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities, other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding, is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by itself is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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The undersigned registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement:
a. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
b. To reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered, if the
total dollar value of securities offered would not exceed that which
is registered, any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424 (b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
c. To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any change to such information in the Registration Statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on this Form SB-2 and authorized this Registration
Statement and has duly caused this Form SB-2 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Vancouver,
British Columbia, on this 31st day of March, 2007.
CADDYSTATS, INC.
/s/ GORDON DAWSON
_________________________________
Gordon Dawson
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
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Know all men by these present, that each person whose signature appears below
constitutes and appoints Gordon Dawson, as agent, with full power of
substitution, for his and in his name, place, and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this Registration Statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
or blue sky filings, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying the confirming all that said
attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form SB-2
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ GORDON DAWSON March 31, 2007
________________________________________________________________________________
Gordon Dawson
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer.
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