UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
XTRASAFE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
3490
(Primary Standard Industrial Classification Code Number)
26-2780766
(I.R.S. Employer Identification Number)
600 Lexington Ave., 9th Floor, New York, NY, 10022
Phone (646) 340-9051, Fax (717) 313-0503
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
STATE AGENT AND TRANSFER SYNDICATE, INC.
David N. Williams, Agents and Corporations, Inc,
300 5TH Avenue South, Suite 101-330, Naples, FL 34102
(302) 575-0877
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
As soon as practicable after the effective date of this registration statement
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under 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 pursuant to Rule 462(c) under
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 pursuant to Rule 462(d) under
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. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting Company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting Company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting Company [X]
(Do not check if a smaller reporting Company)
CALCULATION OF REGISTRATION FEE
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered Per Unit(1) Price Fee(2)
- ----------------------- ------------ ---------------- ------------------ ------------
Common Stock by Company 3,000,000 $0.01 $30,000 $3.14
par value $0.001
(1) The offering price has been arbitrarily determined by the Company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.
(2) Estimated solely for the purpose of calculating the registration fee based
on Rule 457 (o).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES
ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A) MAY DETERMINE.
PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee ............ $ 3.14
Federal Taxes .................................................. $ 0.00
State Taxes and Fees ........................................... $ 0.00
Listing Fees ................................................... $ 0.00
Printing Fees .................................................. $ 300.00
Transfer Agent Fees ............................................ $ 1,200.00
Accounting fees and expenses ................................... $ 2,500.00
Legal fees and expenses ........................................ $ 1,500.00
----------
TOTAL .......................................................... $ 5,503.14
==========
All amounts are estimates other than the Commission's registration fee. We are
paying all expenses of the offering listed above.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
See "Disclosure of Commission Position of Indemnification for Securities" above.
RECENT SALES OF UNREGISTERED SECURITIES
XtraSafe is authorized to issue up to 100,000,000 shares of common stock with a
par value of $0.001.The Company 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:
We have issued 9,000,000 common shares to our sole officer and director for
total consideration of $9,000, or $0.001 per share.
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 disclosure of the application of all the offering proceeds,
or disclosure of the termination of this offering.
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EXHIBITS
EXHIBIT NO. DOCUMENT DESCRIPTION
- ----------- --------------------
3.1 Articles of Incorporation *
3.1.1 Amended Articles of Incorporation *
3.2 By-Laws *
4.1 Specimen Stock Certificate *
5.1 Legal Opinion **
14 Code of Business Conduct and Ethics *
23.1 Consent of Accountants *
- ---------
* previously filed
** filed herewith
DESCRIPTION OF EXHIBITS
EXHIBIT 3.1
- -----------
Articles of Incorporation of XtraSafe, Inc., dated June 5, 2008 and approved
June 5, 2008.
EXHIBIT 3.1.1
- -------------
Amended Articles of Incorporation of XtraSafe, Inc., dated August 13, 2008 and
approved August 13, 2008.
EXHIBIT 3.2
- -----------
Bylaws of XtraSafe, Inc., approved and adopted on June 5, 2008.
EXHIBIT 4.1
- -----------
Specimen Stock Certificate of XtraSafe, Inc.
EXHIBIT 5.1
- -----------
Legal Opinion
EXHIBIT 14
- ----------
Code of Business Conduct and Ethics document of XtraSafe, Inc.
EXHIBIT 23.1
- ------------
Consent of Accountants, regarding the use in this Registration Statement of
their auditors' report on the financial statements of XtraSafe, Inc., for the
period ending August 31, 2008.
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UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was 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 material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
4. For the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: the undersigned registrant undertakes that in a primary
offering of the securities of the undersigned registrant 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 purchaser by means of any of the following communications, the
undersigned registrant 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
registrant 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 registrant or used or referred to by
the undersigned registrant;
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(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
5. 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this amended registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of New York in New York
on this 25st day of November, 2008.
XTRASAFE, INC.
/s/ SIDNEY ZION
----------------------------
SIDNEY ZION
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
/s/ SIDNEY ZION
----------------------------
SIDNEY ZION
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
November 25, 2008
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