SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(AMENDMENT NO. 1)
TECHS LOANSTAR, INC.
______________________________________________
(Name of small business issuer in its charter)
Nevada 8741 20-4682058
________________________________________________________________________________
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization Classification Code Number) Identification No.)
TECHS LOANSTAR, INC.
112 North Curry Street,
Carson City, NV 89703
(775) 284-3770
________________________________________________________
(Address and telephone of registrant's executive office)
(Address of principal place of business or intended principal place of business)
STATE AGENT & TRANSFER SYNDICATE, INC.
112 North Curry Street,
Carson City, NV 89703
(775) 882-1013
_________________________________________________________
(Name, address and telephone number of 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
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
Proposed Proposed
maximum maximum
Title of each offering aggregate
class of securities Amount to be price offering Amount of
to be registered registered per unit [1] price registration [3]
________________________________________________________________________________
Common Stock by
Selling Shareholders 3,100,000 $0.01 $31,000[2] $3.32
[1] The offering price has been arbitrarily determined by the selling
shareholders 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] Techs Loanstar will not receive any of the proceeds from the sale of common
stock by the selling security shareholders.
[3] Estimated solely for the purpose of calculating the registration fee based
on Rule 457 (o). Whereas all the securities are being offered by existing
security holders and if the security holders offer, if any, securities to
the general public, the registration fee is to be calculated upon the basis
of the proposed offering price to the general public.
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.
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PART I
PROSPECTUS
TECHS LOANSTAR, INC.
SHARES OF COMMON STOCK
3,100,000 SHARES OF COMMON STOCK BEING SOLD BY THE SELLING SECURITY HOLDERS
Techs Loanstar, Inc. is registering 3,100,000 shares of common stock on behalf
of certain selling shareholders, as named under "The Selling Security Holders"
within this registration statement. The selling security holders are selling all
of the shares. The offering price for the shares will be $0.01 per share until
the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an
exchange. The selling security holders 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.
The selling securities holders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. Techs Loanstar, Inc. does not receive any proceeds from the sale of
any of the shares held by the selling security holders.
The offering will conclude when all 3,100,000 shares of common stock registered
in this statement have been sold, or 90 days after this registration statement
becomes effective with the Securities and Exchange Commission. Techs Loanstar,
Inc. may at its discretion extend the offering for an additional 90 days.
Prior to this offering, there has been no public trading market for the common
stock. Techs Loanstar, Inc.'s common stock is presently not traded on any market
or securities exchange.
INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING AT PAGE 6.
PLEASE READ THIS PROSPECTUS CAREFULLY.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and 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 October 4, 2007
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TABLE OF CONTENTS
Page No.
Part I INFORMATION REQUIRED IN PROSPECTUS
Item 3. Summary Information and Risk Factors ................. 6
Item 4. Use of Proceeds ...................................... 16
Item 5. Determination of Offering Price ...................... 16
Item 6. Dilution ............................................. 16
Item 7. Selling Security Holders ............................. 16
Item 8. Plan of Distribution ................................. 18
Item 9. Legal Proceedings .................................... 19
Item 10. Directors, Executive Officers, Promoters and Control
Persons .............................................. 19
Item 11. Security Ownership of Certain Beneficial Owners and
Management ........................................... 20
Item 12. Description of Securities ............................ 21
Item 13. Interest of Named Experts and Counsel ................ 22
Item 14. Disclosure of Commission Position of Indemnification
for Securities Act Liabilities ....................... 22
Item 15. Organization Within the Last Five Years .............. 23
Item 16. Description of Business .............................. 23
Item 17. Management's Discussion and Analysis and Plan of
Operation ............................................ 25
Item 18. Description of Property .............................. 26
Item 19. Certain Relationships and Related Transactions ....... 27
Item 20. Market for Common Equity and Related Stockholder
Matters .............................................. 27
Item 21. Executive Compensation ............................... 27
Item 22. Financial Statements ................................. 28
Item 23. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure .................. 47
Part II INFORMATION NOT REQUIRED IN THIS PROSPECTUS STATEMENTS
Item 24. Indemnification of Directors and Officers ............ 47
Item 25. Other Expenses of Issue and Distribution ............. 47
Item 26. Recent Sales of Unregistered Securities .............. 47
Item 27. Exhibits ............................................. 48
Item 28. Undertakings ......................................... 49
Signatures .................................................... 50
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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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ITEM 3. SUMMARY INFORMATION AND RISK FACTORS
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 TECHS LOANSTAR, INC.
Techs Loanstar, Inc. ("Techs Loanstar," "the company," or "we,") was
incorporated in the State of Nevada as a for-profit company on April 7, 2006 and
established a fiscal year end of April 30. We are a development-stage company
organized to enter into the loan management services industry with proprietary
loan management software that we intend to procure. The company expects to
provide low cost, user friendly data base applications for the growing payday
and equity loan industry.
Techs Loanstar will compete with traditional loan management software developers
by offering a range of consulting services and customized data base applications
to pay day and equity loan businesses.
Our business office is located at 112 North Curry Street, Carson City NV
89703-4934 and our telephone number is (775) 284-3770, fax (775) 621-9200. Our
United States and registered statutory office is located at 112 North Curry
Street, Carson City NV 89703-4934, telephone number (775) 882-1013.
As of July 31, 2007, the end of the most recent fiscal quarter, Techs
Loanstar had raised $22,500 through the sale of its common stock. There is
$9,466 of cash on hand in the corporate bank account. The company currently has
liabilities of $3,500.00. In addition, the company anticipates incurring costs
associated with this offering totaling approximately $5,803. 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 the
company is filing with this prospectus.
SUMMARY OF THE OFFERING BY THE SELLING SECURITY HOLDER
Techs Loanstar has 10,100,000 shares of common stock issued and outstanding and
is registering 3,100,000 of these shares on behalf of certain individuals named
as "The Selling Security Holders" within this registration statement. The
selling security holders may endeavor to sell all 3,100,000 shares of their
common stock after this registration becomes effective. The price at which the
selling security holders offer their shares is fixed at $0.01 per share for the
duration of the offering. Techs Loanstar will not receive any proceeds from the
sale of the common stock by the selling security holder.
Securities being offered by the Up to 3,100,000 common shares are being
selling security holders, common offered by the selling security holders.
stock, par value $0.001
Offering price per share by the A price, if and when the selling security
selling security holders. holders sell the shares of common stock, is
set at $0.01. However, the selling security
holders will be responsible to determine if
and when they sell their shares.
Number of shares outstanding 10,100,000 common shares are currently
before the offering of common issued and outstanding. 3,100,000 of the
shares issued and outstanding shares are being
offered for sale under this prospectus by
the selling security holders.
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 $0.01. In
addition, the offering price for the shares
will remain $0.01 per share until such a
time the shares are quoted on the
Over-The-Counter (OTC) Bulletin Board or an
exchange.
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Use of proceeds Techs Loanstar will not receive any
proceeds from the sale of the common stock
by the selling shareholders. The expenses
of this offering, including the preparation
of this prospectus and the filing of this
registration statement, estimated at
$5,803, are being paid for by Techs
Loanstar.
Termination of the offering The offering will conclude when all
3,100,000 shares of common stock have been
sold, or 90 days after this registration
statement becomes effective with the
Securities and Exchange Commission. Techs
Loanstar may at its discretion extend the
offering for an additional 90 days.
Terms of the offering The selling security holders will sell the
common stock offered in this prospectus
upon the approval of this registration
statement.
You should rely only upon the information contained in this prospectus. Techs
Loanstar has not authorized anyone to provide you with information different
from that which is contained in this prospectus. The selling security holder's
are 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 JULY 31, 2007
Total Assets $9,670
Total Liabilities $3,500
Shareholder's Equity $6,170
APRIL 7, 2006 (INCEPTION)
OPERATING DATA THROUGH JULY 31, 2007
Revenue $ 0.00
Net Loss ($16,330)
Net Loss Per Share ($ 0.00)
As shown in the financial statements accompanying this prospectus, Techs
Loanstar 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 the loan
management services industry. Rapid changes in industry standards for loan
management systems may require us to introduce new products and services before
profitable operations can be attained. We may be unable to introduce new
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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.
Techs Loanstar considers the following to be the material risks to an investor
regarding this offering. Techs Loanstar 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 TECHS LOANSTAR'S ABILITY TO CONTINUE AS A GOING
CONCERN.
Our auditor's report on our April 30, 2007 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 Techs Loanstar, 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 "April 30, 2007 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 services. Within the next 12 months, these increases in
expenses will be attributed to the cost of (i) licensing, modifying, packaging
and distributing our open-source loan management software, (ii) initiating the
company's sales and marketing capabilities (iii) hiring staff and (iv) other
general corporate and working capital purposes. Please see our "Plan of
Operations" in this prospectus for a more detailed description of these costs.
The company will incur financial losses in the foreseeable future to pay for its
loan management software and to solicit product and services orders from a
significant number of finance companies. 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 products and services will
attract customers among established loan companies, 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.
IF WE DO NOT OBTAIN ADDEQUATE FINANCING, OUR BUSINESS WILL FAIL, WHICH WILL
RESULT IN THE COMPLETE LOSS OF YOUR INVESTMENT.
Techs Loanstar's cash balance, as of July 31, 2007, is $9,466. The company
anticipates that its monthly ongoing expenses over the next twelve months to be
$500. Techs Loanstar will require additional financing in order to maintain its
corporate existence and status as a reporting issuer and implement its business
plans and strategy. The company intends to raise additional capital through
private placements once it gains a listing on a recognized exchange.
We require significant capital over the next twelve months, to source and modify
the core data base functionality of our loan management software and establish
our sales and marketing initiatives. We will require additional funds to
establish our website and build our customer base by soliciting service
contracts and product orders from pay day and equity loan providers throughout
North America. If we are not successful in earning revenues once we have our
loan management software and services and commenced business operations, we may
require additional financing to sustain business operations. Currently, we do
8
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 to attract customers from established loan management software
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.
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 to
implement 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 condition.
RISKS RELATED TO THIS OFFERING
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 highly 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 meet our 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 TECHS LOANSTAR'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.
The arbitrary offering price of $0.01 per common share as determined herein, is
substantially higher than the net tangible book value per share of Techs
Loanstar's common stock. Techs Loanstar's assets do not substantiate a share
price of $0.01 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 10,100,000 are
currently issued and outstanding and 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
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.
SINCE WE ARE A DEVELOPMENT STAGE COMPANY, WE DO NOT ANTICIPATE PAYING DIVIDENDS
IN THE FORESEEABLE FUTURE.
9
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.
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.
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 selling
shareholders have completed their 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.
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 69% OF THE
OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT HIS DECISIONS ARE CONTRARY TO
THEIR INTERESTS.
The company's sole officer and director owns 69% of the outstanding shares and
will own 69% after this offering is completed by the selling security holders.
As a result, he will 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
10
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 the success of the
company will depend entirely 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.
Neither the company nor the selling shareholders have 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. Pizzacalla, our sole officer and director, has other outside business
activities and currently devotes approximately 7-12 hours per week to our
operations. Our operations may be sporadic and occur at times which are not
convenient to Mr. Pizzacalla, 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
hired in the future, could have a material adverse effect on the 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 and 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 LOAN
MANAGEMENT OR SOFTWARE INDUSTRIES, 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 loan management services or software. As a result, our management
may not be fully aware of many of the specific requirements of operating a
software business. Management's decisions and choices may also not account for
the business or sales strategies which are commonly deployed in the loan
management services industry. Consequently our operations, earnings and ultimate
11
financial success could suffer irreparable harm due to management's lack of
experience in this area. 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, DIRECTOR 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.
Techs Loanstar 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 April 7, 2006 and to date have been involved primarily in
organizational activities, software evaluation and market research; we have
transacted no business operations. Thus, there is no internal or industry-based
historical financial data for any significant period of time upon which to
estimate the company's planned operating expenses.
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 other factors, the entry of new competitors into the loan management
services industry, the introduction and acceptance of new or enhanced management
systems or services by the company or its competitors, our ability to anticipate
and effectively adapt to developing markets, 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 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
12
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 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
loan management products and services, implementation of this strategy will
depend in upon a number of factors. These include our ability to establish a
significant base of customers, maintain favorable relationships with customers,
effectively design customized products and services for its customers, obtain
adequate financing on favorable terms in order to fund its 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.
DUE TO THE COMPANY'S DEPENDENCE ON COMPUTER AND TELECOMMUNICATIONS
INFRASTRUCTURE AND COMPUTER SOFTWARE, ANY SYSTEMS DISRUPTIONS OR OPERATING
MALFUNCTIONS WOULD AFFECT THE COMPANY'S COSTS OF DOING BUSINESS AND COULD CAUSE
OUR BUSINESS TO FAIL.
The company will market its software and provide customer services through its
website and the internet. We will rely upon the internet to administer our
clients software systems, distribute and receive payment for periodic software
upgrades to our clients systems and, finally, to contact and solicit service
orders from prospective customers. The company's success will be depend in part
on computer systems that deliver its software upgrades and the networks that
connect those computer systems, especially the e-commerce connections that allow
the company to collect revenues for the services it provides. Operating
malfunctions in the software systems of financial institutions and other parties
may also have an adverse affect on the operations of the company.
IF THE COMPANY CANNOT CREATE A SIGNIFICANT MARKET FOR ITS LOAN MANAGEMENT
SERVICES 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 services successfully to prospective clients. However, its
planned loan management software systems and services may not achieve
significant acceptance among its target finance businesses. Such acceptance, if
achieved, may not be sustained for any significant period of time. There is no
guarantee that any substitute services or products we develop will be sufficient
to permit the company to recover our associated costs. Failure of the company's
services and 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.
13
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 computer systems could be rendered inoperable
for protracted periods of time, which would impair our ability to distribute
software updates 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 LOAN
MANAGEMENT SOFTWARE AND SERVICES. IF THE COMPANY IS UNABLE TO ACHIEVE ITS SALES
ESTIMATES IT MAY FAIL AND SHAREHOLDERS MAY LOSE THEIR INVESTMENT.
The strategy of the company for growth may be substantially dependent upon its
ability to market and distribute it loan management software and services
successfully and may require it to introduce successful new software systems and
services. 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 market and distribute its products
and services on acceptable terms, or at all. There can be no assurance that the
company will be able to develop new products and services that will be
commercially successful. Failure to market its products and services
successfully, or develop, introduce and market new products and services
successfully, could have a material adverse effect on the company's business,
financial condition or the results of our 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 software developers to
supply our loan management software. Further, we plan on retaining independent
contractors to provide other essential services to the company. The company also
anticipates hiring contractors to build its web site. 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
THE PAY DAY AND EQUITY LOAN INDUSTRY IS CLOSELY REGULATED AND CHANGES IN LAWS
AND PRACTICES MAY HAVE AN ADVERSE AFFECT ON OUR ABILITY TO MARKET OUR PRODUCTS
AND SERVICES.
The United States and Canada closely regulate the pay day and equity loan
industry. Several lawsuits have challenged sub prime loans as violations of
state usury laws. If such lawsuits are successful in those states in which we
operate or if state laws are changed to restrict the sub prime loan industry,
our customer will be required to change the manner in which they conduct their
business. Such developments could make our products and services obsolete,
require costly modifications of our product line or reduce our customer base.
There is a substantial risk that our customers may be materially and adversely
affected by future litigation, new state or federal regulations or consumer
initiatives directed against our customers individually or against the sub prime
loan industry in general. Several states have also raised questions related to
the proper regulatory framework for sub prime loans. Each state where we operate
regulates the sub prime loan business through consumer protection and lending
practices laws (such as truth-in-lending and usury). These laws and regulations,
among other things, establish licensing requirements, regulate credit approval
and application procedures, establish maximum fees and late payment charges,
require specified disclosures to customers and govern collection practices. Our
14
customers' inability or failure to comply with any adverse changes in the
regulatory environment, such as new laws and regulations or new interpretations
of existing laws and regulations, could result in fines, class-action litigation
or interruption or cessation of certain of their business activities. Any of
these events would hurt our customer base and could have a material and adverse
effect upon our business, operating results and financial condition.
AS THE COMPANY'S PRODUCTS ARE PRIMARILY INTENDED FOR USE IN THE PAY DAY AND
SHORT TERM EQUITY LOAN INDUSTRY, ANY DOWNTURN IN THE INDUSTRY WOULD REDUCE THE
DEMAND FOR OUR SERVICES AND PRODUCTS AND COULD MAKE OUR BUSINESS UNPROFITABLE.
The company has identified a growing market in the emerging pay day and short
term equity loan industries for its loan management services and software. Many
factors could lead to a downturn in these industries, such as changes in our
customers' regulatory environment. Any such industry downturn would restrict our
target market and adversely affect the company's ability to conduct its business
and achieve profitability.
THE COMPANY'S BUSINESS STRATEGY ANTICIPATES INTERNATIONAL SALES. THERE IS
SIGNIFICANT RISK ASSOCIATED WITH DOING BUSINESS IN INTERNATIONAL MARKETS AND THE
COMPANY MAY FAIL TO MEET SALES LEVELS REQUIRED IN ORDER TO REMAIN IN BUSINESS.
The company anticipates that revenue from the sale of its products will be
derived from customers located primarily in the United States of America and
Canada. Since a number of our principal customers may be located in other
countries as well, the company anticipates that international sales may account
for a portion of its revenues. There can be no assurance that the company will
be able to manage any international operations effectively or that the company's
activities will enable it to compete successfully in international markets or to
satisfy the service and support requirements of its customers. There can be no
assurance that any of these factors will not have a material adverse effect on
the company's business, financial condition, and results of operations.
The company may sell its services and products in currencies other than the
United States dollar, which would make the management of currency fluctuations
difficult and expose the company to risks in this regard. The company's results
of operations may be subject to fluctuations in the value of various currencies
against the United States dollar. Although management will monitor the company's
exposure to currency fluctuations, there can be no assurance that exchange rate
fluctuations will not have a material adverse effect on the company's results of
operations, or financial condition.
GENERAL COMPETITION.
The company has identified a market opportunity for loan management services and
software systems in the emerging pay day and short term equity loan industries.
Competitors may enter this segment of the loan management services industry with
superior software and services, thus rendering our services and software
obsolete and nullifying our competitive advantage. There may be companies in
certain vertical markets, such as the traditional financial institutions 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 Techs Loanstar's business model and loan management
services and systems. This would infringe on our client and customer base and
have an adverse affect upon our business and the results of our operations.
OTHER TECHNOLOGICAL FACTORS.
The software services industry is generally characterized by rapidly changing
technology that could result in the obsolescence or short life cycles of our
loan management software and services. These market characteristics are
exacerbated by the emerging nature the pay day and equity loan business and the
fact that in the near future many companies are expected to introduce loan
management systems and services similar to those offered by the company.
Accordingly, the ability of the company to compete will depend upon its ability
to continually enhance and improve its loan management systems and services and
to provide new and innovative software and services. Competitors may develop
services or technologies that render those of the company obsolete or less
marketable. In addition, the company's systems and services may not prove to be
sufficiently reliable or robust in wide spread commercial application.
15
AVAILABLE INFORMATION
Techs Loanstar 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 Techs Loanstar,
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.
ITEM 4. USE OF PROCEEDS
Techs Loanstar, Inc. will not receive any proceeds from the sale of the
securities being registered pursuant to this statement on behalf of the selling
shareholders.
ITEM 5. 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 Techs Loanstar and do not bear any relationship to assets,
earnings, book value or any other objective criteria of value. In addition, 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.
The price of the current offering is fixed at $0.01 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 April 7, 2006. The
company's sole officer and director paid $0.001 per share, a difference of
$0.009 per share lower than the share price in this offering.
ITEM 6: DILUTION
The Company is not selling any common stock and Techs Loanstar will not receive
any of the proceeds from the sale of common stock by the selling security
shareholders.
ITEM 7. SELLING SECURITY HOLDERS
Techs Loanstar is registering, for offer and sale, shares of common stock held
by certain selling security holders listed below. The selling security holders
may offer their shares for sale on a continuous or delayed basis pursuant to
Rule 415 under the 1933 Act.
To date, no steps have been taken to list Techs Loanstar'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 Techs Loanstar
will be granted a listing. Moreover, even if we are granted a listing for our
common stock, the selling shareholders will be limited to selling the shares at
$0.01 per share (the set offering price per share pursuant to this prospectus)
until the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an
exchange.
All of the shares registered herein will become tradable on the effective date
of this registration statement. The following table sets forth information as of
the date of this offering, with respect to the beneficial ownership of our
common stock both before and after the offering. The table includes all those
who beneficially own any of our outstanding common stock and are selling their
shares in the offering. The company is not aware of any selling security holders
being a broker-dealer or being affiliated with a broker-dealer.
NOTE: As of the date of this prospectus, our sole officer and director, Gary
Pizzacalla, owns 7,000,000 common shares, which are subject to Rule 144
restrictions. There are currently thirty-two (32) shareholders of our common
stock.
16
The percentages determined in these calculations are based upon the
10,100,000 of our common shares issued and outstanding as of the date of this
prospectus. The following table shows the number of shares and percentage before
and after this offering:
___________________________________________________________________________________________________
NAME AND ADDRESS OF OWNERSHIP % TOTAL SHARES TOTAL SHARES %
BENEFICIAL OWNERS OF BEFORE BEFORE OFFERED FOR AFTER OWNED AFTER
COMMON STOCK OFFERING OFFERING SALE OFFERING OFFERING
(1)
___________________________________________________________________________________________________
Gary Pizzicalla 7,000,000 69% 0 7,000,000 69%
Anthony Pizzacalla 100,000 1% 100,000 0 0%
Catherine Pizzacalla 100,000 1% 100,000 0 0%
Tom Pizzacalla 100,000 1% 100,000 0 0%
Janette Pizzacalla 100,000 1% 100,000 0 0%
Rob Repovs 100,000 1% 100,000 0 0%
Marina Repovs 100,000 1% 100,000 0 0%
Pamela Mary Hutchinson 100,000 1% 100,000 0 0%
Donna Langille 100,000 1% 100,000 0 0%
Connie Hardie 100,000 1% 100,000 0 0%
Kim De Boer 100,000 1% 100,000 0 0%
Randall Scott Webb 100,000 1% 100,000 0 0%
Victor Cullihall 100,000 1% 100,000 0 0%
Brian Jordan 100,000 1% 100,000 0 0%
Roberta Stubbs 100,000 1% 100,000 0 0%
Dean McClernon 100,000 1% 100,000 0 0%
Jason Repovs 100,000 1% 100,000 0 0%
John Palmer 100,000 1% 100,000 0 0%
Kathleen M. Palmer 100,000 1% 100,000 0 0%
Betty K. Davidson 100,000 1% 100,000 0 0%
Ron Dooris 100,000 1% 100,000 0 0%
James Metchette 100,000 1% 100,000 0 0%
Kelsie Williams 100,000 1% 100,000 0 0%
James Ferriday 100,000 1% 100,000 0 0%
Anthony R. Bird 100,000 1% 100,000 0 0%
Brian L. Carlyle 100,000 1% 100,000 0 0%
Gary Palmer 100,000 1% 100,000 0 0%
Heather Smith 100,000 1% 100,000 0 0%
James Repovs 100,000 1% 100,000 0 0%
Ihor Andrew Salij 100,000 1% 100,000 0 0%
Paul Johnson 100,000 1% 100,000 0 0%
Catherine Johnson 100,000 1% 100,000 0 0%
___________________________________________________________________________________________________
<FN>
(1) Based on 10,100,000 common shares outstanding prior to the primary offering
</FN>
EXCEPT AS PURSUANT TO APPLICABLE COMMUNITY PROPERTY LAWS, THE
PERSONS NAMED IN THIS TABLE HAVE SOLE VOTING AND INVESTMENT POWER
WITH RESPECT TO ALL SHARES OF COMMON STOCK.
As a group, the 31 selling security holders are hereby registering 3,100,000
common shares. The price per share is $0.01 and will remain so unless and until
the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an
exchange. The selling security holders 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.
17
The shares owned by the selling security holders were acquired over a period of
time from June 16 to September 20 of 2006. We issued a total of 3,100,000 common
shares for consideration of $15,500, which was accounted for as a purchase of
common stock.
The shares owned by the selling security holders 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, Techs Loanstar
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 selling security holders receive payment for the sale of their
shares, Techs Loanstar will not receive any of the proceeds from such sales.
Techs Loanstar is bearing all expenses in connection with the registration of
the shares of the selling security holders.
To our knowledge, none of the selling security holders have either (1) had a
material relationship with Techs Loanstar, other than as a shareholder as noted
above, at any time since inception (April 7, 2006) or (2) ever been an officer
or director of Techs Loanstar.
ITEM 8. PLAN OF DISTRIBUTION
The selling security holders are registering 3,100,000 shares of common stock
for possible resale at the price of $0.01 per share. The percentage of the total
outstanding common stock being offered by the selling shareholders is
approximately 31% based upon the 10,100,000 common shares that are issued and
outstanding as of the date of this prospectus. There is no arrangement to
address the possible effect of the offerings on the price of the stock.
Techs Loanstar will not receive any proceeds from the sale of the shares by the
selling security holders. The price per share is $0.01 and will remain so unless
and until the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or
an exchange. The selling security holders 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. However, Techs Loanstar's common stock may
never be quoted on the OTC Bulletin Board or listed on any exchange.
If and when the common stock is quoted on the OTC Bulletin Board or listed on an
exchange, the selling security holders' shares may be sold to purchasers from
time to time directly by, and subject to the discretion of, the selling security
holders. Further, the selling security holders may occasionally offer their
shares for sale through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or commissions
from the selling security holders and/or the purchasers of the shares for whom
they may act as agents. The shares sold by the selling security holders 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 selling security holders or by agreement between the
selling security holders and any underwriters.
In the event that the selling security holders enter into an agreement, after
the effective date of this Registration Statement, to sell their shares through
a broker-dealer that acts as an underwriter, Techs Loanstar will file a
post-effective amendment to this Registration Statement and to file the
agreement as an exhibit to the amended Registration Statement. The amendment
will identify the underwriter, provide the required information on the plan of
distribution and revise the appropriate disclosures in the Registration
Statement.
Any underwriter, dealer, or agent who participates in the distribution of the
securities registered in this Registration Statement may be deemed to be an
"underwriter" under the Securities Act. Further, any discounts, commissions, or
concessions received by any such underwriter, dealer or agent may be deemed to
be underwriting discounts and commissions under the Securities Act. If and when
a particular offer is made by or on the behalf of the selling security holders,
we will prepare a registration statement, including any necessary supplements
thereto, setting forth the number of shares of common stock and other securities
offered and the terms of the offering, including:
(a) the name or names of any underwriters, dealers, or agents, the
purchase price paid by any underwriters for the shares purchased from
the selling security holders, and
18
(b) any discounts, commissions, and other items constituting compensation
from the selling security holders, and
(c) any discounts, commissions, or concessions allowed, realized or paid
to dealers, and
(d) the proposed selling price to the public.
Pursuant to Regulation M of the General Rules and Regulations of the Securities
and Exchange Commission, no person engaged in a distribution of securities on
behalf of a selling security holder may simultaneously bid for, purchase or
attempt to induce any person to bid for or purchase securities of the same class
during the period of time starting five business days prior to the commencement
of such distribution and continuing until the selling security holder, or other
person engaged in the distribution, is no longer a participant in the
distribution.
In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in such states only through registered or
licensed brokers or dealers in those states. In addition, in certain states, the
securities may not be offered or sold unless 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 Techs Loanstar has
complied.
In addition and without limiting the foregoing, the selling security holders
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.
Techs Loanstar will pay all expenses incidental to the registration of the
shares (including registration pursuant to the securities laws of certain
states) other than commissions, expenses, reimbursements and discounts of
underwriters, dealers or agents, if any.
ITEM 9. 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.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND 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 officer and director is set
forth below:
Name and Address Age Position(s)
Gary Pizzacalla 47 President, Secretary/ Treasurer,
3838 Spicewood Way Chief Financial Officer and
Mississauga, Ontario Chairman of the Board of Directors.
Canada L5N 7W3
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
Mr. Pizzacalla is a 22-year veteran of the Information Technology Industry,
possessing expertise in the areas of programming, hardware/software installation
and maintenance and has an extensive background in sales and marketing. His
19
strong business acumen was gained through seven years as an entrepreneur in a
successful Consulting and Manufacturer's Representative business venture. He is
formally trained and well versed in solution selling techniques and best
practices. With a total of 17 years of consulting experience in the
implementation of hardware, software and service solutions, Gary's expertise is
further enhanced by working with a diverse mix of end user and reseller
organizations, including school boards, universities, cities, government, small
business and large corporate accounts.
Mr. Pizzacalla's sales experience includes the successful promotion and
implementation of mid-range accounting and manufacturing software solutions into
small and medium-sized businesses. He also has an extensive background and solid
understanding of the Printer / Copier / Supplies & Service Industry, having held
Management Level positions throughout his career. Gary has successfully managed
a wide range of Reseller and Distribution accounts on both a Regional and
National level. His success is built on his ability to secure and nurture solid
relationships with `C' Level Management. He worked closely with Sales, Marketing
and Product Management teams in creating the tools and promotions necessary to
motivate their sales force, thus providing the impetus for them to focus on his
products and increase sales.
From 2005 until 2006, Mr. Pizzacalla was IT Product Specialist / Category
Manager at Corporate Express Canada Inc., Mississauga, Ontario, Canada. As part
of the Sales Management Team he was responsible for growing the IT Product
Category in terms of revenue and gross margin dollars. He accomplished this
primarily through supporting approximately 75 Sales Reps in the Ontario
Division. With his general knowledge of IT Products and expertise in the Printer
and Supplies Industry, he was the resident expert and driving force for the
category. The success of the IT Product Category during his tenure is measured
by YTD results of attaining 107% of revenue and 108% of the gross margin dollars
budget, representing 15% growth YOY.
From 2003 until 2005, Mr. Pizzacalla was Account Manager at The Computer Media
Group of Brampton, Ontario, Canada. He was responsible for exceeding specific
revenue and gross profit quotas in large corporations and government accounts.
He effectively utilized standard sales practices and techniques to arrange
meetings with qualified prospects, introduce TCMG, and probe to uncover their
needs. He handled the entire preparation, completion and submission of tenders
and RFQ's for both public and private sector organizations, and maintained an
account base consisting of corporations, cities, utilities, government and
educational institutions.
From 2000 until 2003, Mr. Pizzacalla was Territory Sales Manager for OKI Data
Americas, Inc., Mississauga, Ontario, Canada. Mandated to increase sales in the
Greater Toronto Area and Eastern Ontario with an emphasis on the promotion of
OKI's color printer line, Mr. Pizzacalla accomplished this through a)
strategically recruiting new direct and indirect resellers; b) focused product
and sales training to distribution and reseller sales teams and; c) through
presentations and solution selling in joint sales calls to top opportunities in
major corporate accounts. He also monitored and utilized his account's CO-OP
funds, as well as managed a Marketing Development Fund budget, creating
customized incentive programs to help garner mind share and drive sales higher.
Reporting included revenue and product forecasting, with account and opportunity
updating.
CONFLICTS OF INTEREST
At the present time, the company does not foresee any direct conflict of
interest between Mr. Pizzacalla's other business interests and his involvement
in Techs Loanstar.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 stockholder listed below has direct ownership
of his shares and possesses sole voting and dispositive power with respect to
the shares.
20
Name and Address of Amount and Nature Percent
Title of Class Beneficial Owner [1] of Beneficial Owner of Class
Common Stock Gary Pizzacalla, 7,000,000 69%
3838 Spicewood Way
Mississauga, L5N 7W3
Canada
All Officers and
Directors as a Group
(1 person) 7,000,000 69%
[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.
Pizzacalla is the only "promoter" of our company.
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.
ITEM 12. 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 Nevada 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 69% of our outstanding shares.
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
21
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
ANTI-TAKEOVER PROVISIONS
There are no Nevada anti-takeover provisions that may have the affect of
delaying or preventing a change in our control. Provisions 78.378 through
78.3793 of the Nevada Revised Statutes relates to control share acquisitions
that may delay to make more difficult acquisitions or changes in our control.
However, these provisions only apply when we have 200 or more stockholders of
record, at least 100 of whom have addresses in the State of Nevada appearing on
our stock ledger, and we do business in this state directly or through an
affiliated corporation. Neither of the foregoing events seems likely to occur.
Currently, we have no Nevada shareholders and, since this offering will not be
made in the State of Nevada, no shares will be sold to Nevada residents.
Further, we do not do business in Nevada directly or through an affiliate
corporation and we do not intend to do business in the State of Nevada in the
future. Accordingly, there are no anti-takeover provisions that have the affect
of delaying or preventing a change in our control.
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, Techs Loanstar will act as its own transfer agent.
STOCK OPTION PLAN
The Board of Directors of Techs Loanstar 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. Techs
Loanstar 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.
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.
ITEM 13. INTEREST OF NAMED EXPERTS AND COUNSEL
None
ITEM 14. DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
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
22
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 Nevada.
Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
ITEM 15. ORGANIZATION WITHIN THE LAST FIVE YEARS
We were incorporated on April 7, 2006 under the laws of the State of Nevada. On
that date, Gary Pizzacalla was appointed as our sole director. Mr. Pizzacalla
was also appointed as President, Secretary, Treasurer and Chief Executive
Officer.
ITEM 16. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
Techs Loanstar, Inc. ("Techs Loanstar") is a development stage company
incorporated on April 7, 2006 in the State of Nevada to enter into the loan
management services industry with low cost data base applications. We will
obtain these software systems by modifying open source code supplied by
independent third party providers. We intend to supply customized versions of
our data base systems to pay day and equity loan companies
To date, the company's operations have been limited to researching data base and
e-commerce software systems. We have not yet implemented our business model or
developed our website. To date, we have generated no revenues from our
operations.
BUSINESS OF ISSUER
Techs Loanstar plans to offer low cost custom data base applications to the
growing pay day and short term equity loan industries. Our services to loan
companies include evaluating their enterprise software needs, designing and
maintaining custom loan management data base applications and integrating loan
management systems with the clients existing enterprise software systems, such
as e-commerce transaction systems.
MARKET OPPORTUNITY
The recent growth of the pay day and short term equity loan industries has
stimulated demand for low cost loan administration systems that smaller firms
can easily configure and integrate with their existing software systems. Techs
Loanstar intends to enter this market with custom software and data base systems
built upon open source code provided by independent third party programers.
MARKET FOR SHORT TERM LOANS
Over 25 million people in the United States have a potential need for a
short-term loan. Today there are over 25,000 loan stores and hundreds of call
centers servicing the marketplace. All of these locations have a need for
standardization of the lending process and flexibility to service the customer
in a fast, efficient manner. Techs Loanstar offers its loan management database
to allow loan merchants all over the world to maintain uniform lending,
collections and business operations.
The life cycle of the short-term loan industry in the last few years has passed
through the acceptance and regulation phases and is now into the growth and
consolidation-of-participants phases. Industry statistics reveal that the market
currently is around $48 billion in transaction volume, generating approximately
$8 billion in annual fee income.
23
Most of the successful participants in the industry today are seeking
technological solutions to better automate and enhance their operations. The
customer in this marketplace requires additional purchase points, such as
websites supporting E-signature, to make transactions easier, faster and more
confidential. Techs Loanstar keeps up to date with the various technologies and
how they can be implemented into a merchant's business operations.
DESCRIPTION OF OUR PRODUCTS AND SERVICES
We intend to provide short term equity finance and pay day loan companies with
low cost integrated software solutions for automating their lending and business
operations. However, Tech Loanstar does not develop software applications.
Rather, we customize, re-package, distribute and support open-source database
applications and e-commerce software systems purchased from independent third
party developers. We will provide clients with a comprehensive suite of services
including the assessment of their software and business systems requirements,
the design of solutions that meet these requirements and the integration of
their business and software systems into their existing enterprise level
software programs.
Techs Loanstar's primary offering is the identification and implementation of
web-based enterprise level software and software support services for the
short-term loan industry. However, our research on merchants, banks, vendors,
regulators and other groups in the industry has given us a unique perspective to
assist our customers in several ways. This experience allows us to provide the
additional services identified below:
- - Call center
- - Website integration
- - Data conversion
- - Internet lead integration
- - Accounting file auto export
- - Merchant support
- - Loan management system training.
COMPETITIVE ADVANTAGES
Techs Loanstar expects to enjoy a significant advantage over traditional
software houses and existing loan management systems. The company believes that
its competitive strengths will include the ease of use of our planned loan
management software and the quality of our systems integration services.
MARKETING
Our initial marketing efforts may include:
- - Participating in finance industry trade shows.
- - Direct marketing.
- - Trade Magazine and online advertising.
- - Approaching finance industry organizations, such as The Toronto Financial
Services Alliance.
STAFFING
As of July 31, 2007, Techs Loanstar has no permanent staff other than its
sole officer and director, Mr. Gary Pizzacalla, who is the President and
Chairman of the company. Mr. Pizzacalla is employed elsewhere and has the
flexibility to work on Techs Loanstar up to 10 hours per week and is prepared to
devote more time, as may be required.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, Techs Loanstar has no employees other than its current sole officer
and director, Mr. Pizzacalla, who has not been compensated for his work. 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.
24
ITEM 17. 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
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 organized to enter into the equity finance
and pay day loan management services industry with specialized data base
applications. 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 content and services. 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. Our success or failure will be
determined by our ability to develop new systems and services.
As of July 31, 2007, Techs Loanstar had $9,466 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
for the development of our e-commerce systems and marketing campaign and to
offset 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 Techs Loanstar 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 Techs Loanstar 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 Techs Loanstar 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 Techs Loanstar
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 Techs Loanstar's common stock would lose all of their
investment.
The staged procurement of our loan management data base systems will continue
over the next 12 months. Other than purchasing its management software, Techs
Loanstar does not anticipate obtaining any further products or services. Techs
Loanstar does not expect the purchase or sale of plant or any significant
equipment and Techs Loanstar does not anticipate any change in the number of our
25
employees. Techs Loanstar's current material commitments include the total costs
of the planned offering as provided herein, estimated at $5,803.
Techs Loanstar has no current plans, preliminary or otherwise, to merge with any
other entity.
PLAN OF OPERATION
One of the advantages of working with database applications is that they can be
licensed in stages and expanded and enhanced over time. Over the 12 month period
starting upon the effective date of this registration statement, the company
must raise capital and start the staged procurement of our loan management
software systems.
The first step is to acquire a data base application that we can customize to
suite a wide variety of finance businesses, such as pay day and equity loan
businesses and leasing and finance companies (estimated to cost $7,000). We
expect to complete this step within 120 days of the effective date of this
registration statement.
The next stage is procuring e-commerce transaction software required in advance
of the client functionality that enables the purchase of our products and
services over the Internet (estimated to cost $4,000). We expect to have this
software within 180 days of the effective date of this registration statement.
The final stage is procuring client functionality modules to augment the loan
management data base systems with call center, website integration, data
conversion, internet lead integration and accounting file auto export services
(estimated to cost $8,000). During this stage we will continue work on the
client, transaction and administration modules and other data base
functionality. We expect these systems to be ready within 360 days of the
effective date of this registration statement.
During this period of time we will initiate our marketing activities to attract
prospective clients from a large number of North American pay day and equity
loan businesses (estimated to cost $15,000).
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 long-term loans to purchase additional functionality for our
loan management software.
At present, our sole officer and director has invested $7,000 in the company. He
is unwilling to make any commitment to loan us any more money, but may
reconsider if we source desirable software programs at reasonable pricing. His
unwillingness to provide us with additional funding 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 software procurement 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 procurement 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.
OFF BALANCE SHEET ARRANGEMENTS
The company has no off balance sheet arrangements with any party.
ITEM 18. DESCRIPTION OF PROPERTY
26
The company does not own any real estate or other properties. The company's
office is located at 112 North Curry Street, Carson City NV 89703-4934. Our
telephone number is (775) 284-3770 and our fax number is (604) 775-621-9200
ITEM 19. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 21, 2006, we issued a total of 7,000,000 shares of common stock to Gary
Pizzacalla, our sole officer and director, for total cash consideration of
$7,000. This was accounted for as a purchase of common stock. From June 2006
through to September 2006, we issued a total of 3,100,000 common shares for
consideration of $15,500, which was accounted for as a purchase of common stock.
ITEM 20. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Prior to this offering, there has been no public trading market for the common
stock. Techs Loanstar, Inc.'s common stock is presently not traded on any market
or securities exchange. None of the common stock is subject to outstanding
options or warrants to purchase, or securities convertible into common stock.
On April 21, 2006 a total of 7,000,000 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.
As a group, the 31 selling security holders are hereby registering 3,100,000
common shares. The price per share is $0.01 and will remain so unless and until
the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an
exchange. The selling security holders 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 shares owned by the selling security holders were acquired from June 16 to
September 20 of 2006. We issued a total of 3,100,000 common shares for
consideration of $15,500, which was accounted for as a purchase of common stock.
The shares owned by the selling security holders are being registered pursuant
to Rule 415 of the General Rules and Regulations of the Securities and Exchange
Commission, which Rule pertains to delayed and continuous offerings and sales of
securities. In regard to the shares offered under Rule 415, Techs Loanstar
undertakes in Part II of this registration statement to keep this registration
statement current during any period in which offers or sales are made pursuant
to Rule 415.
In the event the selling security holders receive payment for the sale of their
shares, Techs Loanstar will not receive any of the proceeds from such sales.
Techs Loanstar is bearing all expenses in connection with the registration of
the shares of the selling security holders.
ITEM 21. EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
Techs Loanstar has made no provisions for paying cash or non-cash compensation
to its sole officer and director. No salaries are being paid at the present
time, and none will be paid unless and until our operations generate sufficient
cash flows.
The following table sets forth the compensation paid by us from inception on
April 7, 2006 through July 31, 2007. The compensation addresses all
compensation awarded to, earned by, or paid to our named executive officer up to
27
July 31, 2007. This information includes the dollar value of base salaries,
bonus awards and number of stock options granted, and certain other
compensation, if any.
Summary Compensation Table
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name and Year Salary Bonus Stock Option Non-Equity Non-Qualified All Other Total
Principal (US$) (US$) Awards Awards Incentive Plan Deferred Compensation (US$)
Position (US$) (US$) Compensation Compensation (US$)
(US$) (US$)
Gary
Pizzacalla 2006 0 0 0 0 0 0 0 0
President 2007 0 0 0 0 0 0 0 0
We did not pay any salaries in 2006 or 2007. 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, Techs Loanstar 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.
ITEM 22. FINANCIAL STATEMENTS
EXPERTS
Our financial statements for the period from inception to January 31, 2007
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.
Tom Puzzo, ESQ., Attorney at Law, the Law Offices of Thomas E. Puzzo, PLLC, has
acted as our legal counsel. Mr. Puzzo has provided his opinion on the legality
of the 3,100,000 shares of common stock being registered on behalf of the
selling security holders by way of this prospectus
Our fiscal year end is April 30th. We will provide audited financial statements
to our stockholders on an annual basis; as prepared by an Independent Certified
Public Accountant.
Our financial statements immediately follow:
FINANCIAL STATEMENTS TO APRIL 30, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
INTERIM FINANCIAL STATMENTS TO JULY 31, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
INTERIM BALANCE SHEETS
INTERIM STATEMENTS OF OPERATIONS
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
INTERIM STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
28
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
APRIL 30, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
29
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Techs Loan Star Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Techs Loan Star Inc. as of
April 30, 2007 and April 30, 2006, and the related statements of operations,
stockholders' equity and cash flows for the years then ended and since inception
on April 7, 2006, through April 30, 2007. 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 Techs Loan Star Inc. as of
April 30, 2007 and April 30, 2006 and the results of its operations and its cash
flows from for the years then ended and since inception on April 7, 2006,
through April 30, 2007, 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 Company has incurred a cumulative net loss of $11,146
since inception April 3, 2006 which raises substantial doubt about the Company's
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
August 30, 2007
2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NV 89146
(702) 253-7499 FAX (702) 253-7501
30
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
April 30, 2007 April 30, 2006
____________________________________________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash $ 11,954 $ -
Prepaid Expenses 2,500 -
____________________________________________________________________________________________________________
14,454 -
============================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Due to related party (Note 5) $ - $ 1,279
Accrued Expenses 3,100 -
____________________________________________________________________________________________________________
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock (Note 4)
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
10,100,000 shares of common stock (April 30, 2006 - 7,000,000) 10,100 7,000
Additional paid-in capital 12,400 -
Share Subscription Receivable (7,000)
Deficit accumulated during the development stage (11,146) (1,279)
____________________________________________________________________________________________________________
Total Stockholders' Equity 11,354 (1,279)
____________________________________________________________________________________________________________
Total Liabilities and Stockholders' Equity $ 14,454 $ -
============================================================================================================
The accompanying notes are an integral part of these financial statements.
31
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Cumulative from inception
Year ended Year Ended (April 7, 2006) to
April 30, 2007 April 30, 2006 April 30, 2007
_________________________________________________________________________________________________________________
EXPENSES
Office and general $ (1,517) $ (1,279) $ (2,796)
Professional fees (8,350) (8,350)
_________________________________________________________________________________________________________________
NET LOSS $ (9,867) $ (1,279)) $(11,146)
=================================================================================================================
BASIC AND DILUTED LOSS PER SHARE $ 0.00 $ 0.00
=================================================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED 8,021,907 2,739,130
=================================================================================================================
The accompanying notes are an integral part of these financial statements.
32
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (APRIL 7, 2006) TO APRIL 30, 2007
Deficit
Common Stock Accumulated
__________________ Additional Share During the
Number of Paid-in Subscription Development
shares Amount Capital Receivable Stage Total
______________________________________________________________________________________________________________________
Balance, April 7,2006 - $ - $ - $ - $ - $ -
Common stock issued at $0.001 per share
on April 21, 2006 7,000,000 7,000 - (7,000) - -
Net loss - - - - (1,279) (1,279)
______________________________________________________________________________________________________________________
Balance, April 30, 2006 - (1,279) (1,279)
Proceeds received from share subscriptions
receivable - - - 7,000 - 7,000
Common stock issued at $0.005 per share.
(May 1, 2006 to April 30, 2007) 3,100,000 3,100 12,400 - - 15,500
Net loss - - - - (9,867) (9,867)
______________________________________________________________________________________________________________________
Balance, April 30, 2007 10,100,000 $10,100 $ 12,400 $ - $(11,146) $11,354
======================================================================================================================
The accompanying notes are an integral part of these financial statements.
33
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Cumulative results of
operations from inception
Year ended Year ended (April 7, 2006) to
April 30, 2007 April 30, 2007 April 30, 2007
_________________________________________________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (9,867) $ (1,279) $ (11,146)
Changes in operating assets and liabilities
Prepaid Expenses (2,500) (2,500)
Accrued Liabilities 3,100 3,100
Amounts due to related party 1,279
_________________________________________________________________________________________________________________
NET CASH FROM OPERATING ACTIVITIES $ (9,267) - (10,546)
_________________________________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 15,500 7,000 22,500
Share Subscription receivable 7,000 (7,000)
_________________________________________________________________________________________________________________
NET CASH FROM FINANCING ACTIVITIES 14,221 - 22,500
_________________________________________________________________________________________________________________
NET INCREASE IN CASH 11,953 - 11,953
CASH, BEGINNING - - -
_________________________________________________________________________________________________________________
CASH, ENDING $ 11,953 $ - $ 11,953
=================================================================================================================
Supplemental cash flow information:
Cash paid for:
Interest $ - $ - $ -
=================================================================================================================
Income taxes $ - $ - $ -
=================================================================================================================
The accompanying notes are an integral part of these financial statements.
34
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
APRIL 30, 2007
________________________________________________________________________________
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Techs Loanstar, Inc. (the "Company") is in the initial development stage and has
incurred losses since inception totaling $11,146 The Company was incorporated on
April 7, 2006 in the State of Nevada. The fiscal year end of the Company is
April 30. The Company was organized to provide the loan management service and
software for the equity and payday loan industry.
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 and entering into a
private placement offering for 4,000,000 shares at $0.005 per share. As of April
30, 2007, the Company had issued 7,000,000 Founders shares at $0.001 per share
for proceeds of $7,000 which has been received by the Company and 3,100,000
shares at $0.005 per share for proceeds of $15,500, of which $15,500 has been
received by the Company.
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, diluted loss per
share is equal to basic loss per share.
35
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
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.
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.
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157, "FAIR VALUE MEASURES" ("SFAS No. 157"). This Statement defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), expands disclosures about fair value measurements,
and applies under other accounting pronouncements that require or permit fair
value measurements. SFAS No. 157 does not require any new fair value
measurements. However, the FASB anticipates that for some entities, the
application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be the fiscal year beginning
January 1, 2008. The Company is currently evaluating the impact of SFAS No. 157
but does not expect that it will have a material impact on its financial
statements.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. The Company does not expect that the implementation of SFAS No. 158 will
have any material impact on its financial position and results of operations.
36
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods ending after November
15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108
but does not expect that it will have a material effect on its financial
statements.
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 April 30, 2007, the sole Director had purchased 7,000,000 shares of the
common stock in the Company at $0.001 per share with proceeds received by the
Company totalling $7,000.
PRIVATE PLACEMENT
On April 21, 2006, the Company authorized a private placement offering of up to
4,000,000 shares of common stock at a price of $0.005 per share. The total
amount to be raised in this financing is $20,000. As of April 30, 2007, the
Company had issued 3,100,000 shares at $0.005 per share and received $15,500
from the sale of its private placement stock.
NOTE 5 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________
As of April 30, 2007, there are not any related party transactions outstanding.
NOTE 6 - INCOME TAXES
________________________________________________________________________________
As of April 30, 2007, the Company had net operating loss carry forwards of
approximately $11,146 that may be available to reduce future years' taxable
income and will expire commencing in 2026. 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.
37
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
JULY 31, 2007
BALANCE SHEETS
INTERIM STATEMENTS OF OPERATIONS
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
INTERIM STATEMENTS OF CASH FLOWS
INTERIM NOTES TO THE FINANCIAL STATEMENTS
38
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS
TECHS LOANSTAR INC.
(A DEVELOPMENT STAGE COMPANY)
We have reviewed the accompanying balance sheet of Techs Loanstar Inc. as of
July 31, 2007, and the related statements of operations retained earnings, and
cash flows for the three months then ended, in accordance with the standards of
the Public Company Accounting Oversight Board (United States). All information
included in these financial statements is the representation of the management
of Techs Loanstar Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements in order for them to be in conformity with
generally accepted accounting principles.
/S/ MOORE & ASSOCIATES, CHARTERED
Moore & Associates, Chartered
Las Vegas, Nevada
September 25, 2007
39
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
July 31, 2007 April 30, 2007
(Audited)
____________________________________________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash $ 9,466 $ 11,954
Prepaid Expenses 204 2,500
____________________________________________________________________________________________________________
9,670 14,454
============================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accrued Expenses $ 3,500 $ 3,100
____________________________________________________________________________________________________________
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock (Note 4)
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
10,100,000 shares of common stock (July 31, 2006 - 7,000,000) 10,100 10,100
Additional paid-in capital 12,400 12,400
Deficit accumulated during the development stage (16,330) (11,146)
____________________________________________________________________________________________________________
Total Stockholders' Equity 6,170 11,354
____________________________________________________________________________________________________________
Total Liabilities and Stockholders' Equity $ 9,670 $ 14,454
============================================================================================================
The accompanying notes are an integral part of these financial statements.
40
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative from inception
Three months ended Three months ended (April 7, 2006) to
July 31, 2007 July 31 31, 2006 July 31, 2007
_________________________________________________________________________________________________________________
EXPENSES
Office and general $ (1,184) $ 32 $ (3,980)
Professional fees (4,000) (12,350)
_________________________________________________________________________________________________________________
NET LOSS $ (5,184) $ 32 $ (16,330)
=================================================================================================================
BASIC AND DILUTED LOSS PER SHARE $ 0.00
=================================================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED 8,398,674
=================================================================================================================
The accompanying notes are an integral part of these financial statements.
41
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (APRIL 7, 2006) TO JULY 31, 2006
Deficit
Common Stock Accumulated
__________________ Additional Share During the
Number of Paid-in Subscription Development
shares Amount Capital Receivable Stage Total
______________________________________________________________________________________________________________________
Balance, April 7,2006 - $ - $ - $ - $ - $ -
Common stock issued at $0.001 per share
on April 21, 2006 7,000,000 7,000 - (7,000) - -
Net loss - - - - (1,279) (1,279)
______________________________________________________________________________________________________________________
Balance, April 30, 2006 - (1,279) (1,279)
Proceeds received from share subscriptions
receivable - - - 7,000 - 7,000
Common stock issued at $0.005 per share.
(May 1, 2006 to July 31, 2007) 3,100,000 3,100 12,400 - - 15,500
Net loss April 30, 2007 - - - - (9,867) (9,867)
______________________________________________________________________________________________________________________
Balance, April 30, 2007 (9,867) (9,867)
Net loss July 31, 2007 - - - - (5,184) (5,184)
______________________________________________________________________________________________________________________
Balance July 31, 2007 10,100,000 $10,100 $ 12,400 $ - $(16,330) $ 6,170
======================================================================================================================
The accompanying notes are an integral part of these financial statements.
42
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Cumulative results of
operations from inception
Three months ended Three months ended (April 7, 2006) to
July 31, 2007 July 31, 2007 July 31, 2007
_________________________________________________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (5,184) $ 32 $ (16,330)
Changes in operating assets and liabilities
Prepaid Expenses 2,296 (204)
Accrued Liabilities 400 3,500
_________________________________________________________________________________________________________________
NET CASH FROM OPERATING ACTIVITIES (2,488) 32 (13,034)
_________________________________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock - 4,500 22,500
_________________________________________________________________________________________________________________
NET CASH FROM FINANCING ACTIVITIES - - 22,500
_________________________________________________________________________________________________________________
NET INCREASE (DECREASE) IN CASH (2,488) 4,532 9,466
CASH, BEGINNING 11,953 - -
_________________________________________________________________________________________________________________
CASH, ENDING $ 9,466 $ 4,532 $ 9,466
=================================================================================================================
Supplemental cash flow information:
Cash paid for:
Interest $ - $ - $ -
=================================================================================================================
Income taxes $ - $ - $ -
=================================================================================================================
The accompanying notes are an integral part of these financial statements.
43
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
JULY 31, 2007
________________________________________________________________________________
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________
Techs Loanstar, Inc. (the "Company") is in the initial development stage and has
incurred losses since inception totaling $16,330 The Company was incorporated on
April 7, 2006 in the State of Nevada. The fiscal year end of the Company is
April 30. The Company was organized to provide the loan management service and
software for the equity and payday loan industry.
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 and entering into a
private placement offering for 4,000,000 shares at $0.005 per share. As of July
31, 2007, the Company had issued 7,000,000 Founders shares at $0.001 per share
for proceeds of $7,000 which has been received by the Company and 3,100,000
shares at $0.005 per share for proceeds of $15,500, of which $15,500 has been
received by the Company.
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, diluted loss per
share is equal to basic loss per share.
44
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
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.
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.
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157, "Fair Value Measures" ("SFAS No. 157"). This Statement defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), expands disclosures about fair value measurements,
and applies under other accounting pronouncements that require or permit fair
value measurements. SFAS No. 157 does not require any new fair value
measurements. However, the FASB anticipates that for some entities, the
application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be the fiscal year beginning
January 1, 2008. The Company is currently evaluating the impact of SFAS No. 157
but does not expect that it will have a material impact on its financial
statements.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. The Company does not expect that the implementation of SFAS No. 158 will
have any material impact on its financial position and results of operations.
In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement
45
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
approach and to evaluate whether either approach results in quantifying an error
that is material in light of relevant quantitative and qualitative factors. SAB
No. 108 is effective for periods ending after November 15, 2006. The Company is
currently evaluating the impact of adopting SAB No. 108 but does not expect that
it will have a material effect on its financial statements.
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 July 31, 2007, the sole Director had purchased 7,000,000 shares of the
common stock in the Company at $0.001 per share with proceeds received by the
Company totalling $7,000.
PRIVATE PLACEMENT
On April 21, 2006, the Company authorized a private placement offering of up to
4,000,000 shares of common stock at a price of $0.005 per share. The total
amount to be raised in this financing is $20,000. As of July 31, 2007, the
Company had issued 3,100,000 shares at $0.005 per share and received $15,500
from the sale of its private placement stock.
NOTE 5 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________
As of July 31, 2007, there are not any related party transactions outstanding.
NOTE 6 - INCOME TAXES
________________________________________________________________________________
As of July 31, 2007, the Company had net operating loss carry forwards of
approximately $16,330 that may be available to reduce future years' taxable
income and will expire commencing in 2026. 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.
46
ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Our auditors are Moore & Associates, Chartered, operating from their offices in
Las Vegas, Nevada. 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
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Presently the sole officer and director of Techs Loanstar, Inc. is not covered
by liability insurance. However, Techs Loanstar'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 Nevada. No other
statute, charter provision, by-law, contract, or other arrangement to insure or
indemnify a controlling person, director or officer of Techs Loanstar 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.
ITEM 25. 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 3
Printing 250
Transfer Agent 2,100
TOTAL $5,803
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
(a) PRIOR SALES OF COMMON SHARES
Techs Loanstar is authorized to issue up to 75,000,000 shares of common stock
with a par value of $0.001. As of April 21, 2006, we have issued 7,000,000
common shares to our sole officer and director for total consideration of
$7,000. In addition as of September 2006 we have issued 3,100,000 common shares
for total consideration of $15,500 to a total of thirty-one (31) registered
shareholders, all of whom reside outside the United States.
47
Techs Loanstar 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:
APRIL 21, 2006
We issued 7,000,000 common shares to the sole officer and director of the
company for cash proceeds of $7,000, or $0.001 per share.
JUNE 16, 2006 TO SEPTEMBER 20, 2006
We issued 3,100,000 common shares to thirty-one (31) individual investors for
cash proceeds of $0.005 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.
ITEM 27. 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 Techs Loanstar, Inc.
3.2* Bylaws of Techs Loanstar, Inc.
5.1* Opinion of Thomas E. Puzzo, PLLC regarding the legality of the
securities being registered.
23.1 Consent of Moore & Associates, Chartered.
* Incorporated by reference from the Company's Form SB-2 filed with the
Commission on June 8, 2007
(b) DESCRIPTION OF EXHIBITS
EXHIBIT 3.1
Articles of Incorporation of Techs Loanstar, Inc., dated April 7, 2006.
EXHIBIT 3.2
Bylaws of Techs Loanstar, Inc., approved and adopted on April 19, 2006.
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EXHIBIT 5.1
Opinion of Tom Puzzo, Attorney at Law, the Law Offices of Thomas E. Puzzo, PLLC,
4216 NE 70th Street, Seattle, WA 98115, dated May 4, 2007, regarding the
legality of the securities being registered.
EXHIBIT 23.1
Consent of Moore & Associates, Chartered , 2675 S. Jones Blvd., Suite 109; Las
Vegas, NV 89146 dated September 26, 2007, regarding the use in this registration
statement of their report of the auditors and financial statements of Techs
Loanstar, Inc. for the period ending April 30, 2007 and July 31, 2007.
ITEM 28. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information 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)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in 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
(iii) To include any additional or changed material information on the plan
of distribution.
2. For determining any liability under the Securities Act , treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
3. File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
4. For determining liability of the undersigned small business issuer under
the Securities Act to any purchaser in the initial distribution of
securities, the undersigned small business issuer undertakes that in a
primary offering of securities of the undersigned small business issuer
pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchasers by means of the following
communications, the undersigned small business issuer will be a seller to
the purchaser and will be considered to offer or sell such securities to
such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned small
business issuer relating to the offering required to be filed pursuant
to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned small business issuer or used or referred to
by the undersigned small business issuer;
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(iii) The portion of any free writing prospectus relating to the offering
containing material information about the undersigned small business
issuer or its securities provided by or on behalf of the undersigned
small business issuer; and
(iv) Any other communication that is an offer in the offering made by the
undersigned small business issuer to the purchaser.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the City of
Mississauga, Ontario, on October 4, 2007.
TECHS LOANSTAR, INC.
/s/ GARY PIZZACALLA
_____________________________
Gary Pizzacalla
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer.
Know all men by these present, that each person whose signature appears below
constitutes and appoints Gary Pizzacalla, 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.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated:
/s/ GARY PIZZACALLA
_____________________________
Gary Pizzacalla
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer.
October 4, 2007
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