UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Liquid Financial Engines, Inc ----------------------------- (Exact name of registrant as specified in its charter) Florida ------- (State or other jurisdiction of incorporation or organization) 7372 ---- (Primary Standard Industrial Classification Code Number) 26-3439890 ---------- (I.R.S. Employer Identification Number) Daniel McKelvey 250 Montgomery Street, Suite 1200, San Francisco, CA 94104 415.296.8510 ---------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 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 Proposed Proposed Class of Amount Maximum Maximum Amount of Securities to to be Offering Price Aggregate Registration be Registered Registered Per Unit(1) Offering Price Fee(2) - ------------- ---------- -------------- -------------- ------------ Common Stock by Company 4,000,000 $0.01 $40,000 $1.57 (1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. (2) Estimated solely for the purpose of calculating the registration fee based on Rule 457 (o). The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Liquid Financial Engines, Inc. 4,000,000 SHARES OF COMMON STOCK PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC TRADING MARKET FOR THE COMMON STOCK OF Liquid Financial Engines, Inc. ("Liquid Financial Engines, Inc."). Liquid Financial Engines, Inc IS REGISTERING UP TO 4,000,000 SHARES OF COMMON STOCK AT AN OFFERING PRICE OF $0.01. THE MAXIMUM AMOUNT TO BE RAISED IS $ 40,000 THERE WILL BE NO UNDERWRITING OR BROKER/DEALERS INVOLVED IN THE TRANSACTION AND THERE WILL BE NO COMMISSIONS PAID TO ANY INDIVIDUALS FROM THE PROCEEDS OF THIS SALE. THE SHARES ARE BEING OFFERED BY Liquid Financial Engines, Inc. THROUGH ITS SOLE OFFICER AND DIRECTOR. WE ARE SELLING THE SHARES ON A "BEST EFFORTS, NO MINIMUM" BASIS. THERE WILL BE NO MINIMUM AMOUNT OF SHARES SOLD AND Liquid Financial Engines, Inc.' WILL NOT CREATE AN ESCROW ACCOUNT INTO WHICH THE PROCEEDS FROM ANY SHARES WILL BE PLACED. THE PROCEEDS FROM ALL SHARES SOLD BY Liquid Financial Engines, Inc WILL BE PLACED INTO THE CORPORATE ACCOUNT AND SUCH FUNDS SHALL BE NON-REFUNDABLE TO SUBSCRIBERS, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAWS.' Liquid Financial Engines, Inc' WILL PAY ALL EXPENSES INCURRED IN THIS OFFERING Our common stock is presently not traded on any market or securities exchange. The offering price may not reflect the market price of our shares after the offering. THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 9. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense. This offering is self-underwritten. No underwriter or person has been engaged to facilitate the sale of shares of common stock in this offering. There are no underwriting commissions involved in this offering. The Company is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securities offered. 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 _______________, 2009 TABLE OF CONTENTS Page No. Part I - ------ SUMMARY OF OUR OFFERING................................................. 2 SUMMARY OF FINANCIAL INFORMATION........................................ 5 DESCRIPTION OF PROPERTY................................................. 6 RISK FACTORS............................................................ 6 USE OF PROCEEDS......................................................... 16 DETERMINATION OF OFFERING PRICE......................................... 17 DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES........................... 17 THE OFFERING BY THE COMPANY............................................. 18 PLAN OF DISTRIBUTION.................................................... 18 LEGAL PROCEEDINGS....................................................... 20 BUSINESS................................................................ 20 STRATEGY................................................................ 21 THE MARKET.............................................................. 21 MANAGEMENT.............................................................. 24 SALES AND MARKETING..................................................... 24 COMPETITION............................................................. 25 STAFFING................................................................ 26 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............... 26 LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL.................. 26 CODE OF BUSINESS CONDUCT AND ETHICS..................................... 30 BACKGROUND OF OFFICERS AND DIRECTORS.................................... 31 EXECUTIVE COMPENSATION.................................................. 31 PRINCIPAL STOCKHOLDERS.................................................. 33 DESCRIPTION OF SECURITIES............................................... 34 REPORTING............................................................... 35 STOCK TRANSFER AGENT.................................................... 35 STOCK OPTION PLAN....................................................... 35 LITIGATION.............................................................. 35 EXPERTS................................................................. 35 FINANCIAL STATEMENTS.................................................... F-1 Part II - ------- OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION ............................ II-1 RECENT SALES OF UNREGISTERED SECURITIES ................................ II-1 EXHIBITS ............................................................... II-1 UNDERTAKINGS ........................................................... II-2 SIGNATURES ............................................................. II-4 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 dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. SUMMARY OF OUR OFFERING LIQUID FINANCIAL ENGINES, INC has 12,000,000 shares of common stock issued and outstanding and is registering an additional 4,000,000 shares of common stock for offering to the public. The company may endeavor to sell all 4,000,000 shares of common stock after this registration becomes effective. The price at which the company offers these shares is fixed at $0.01 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. LIQUID FINANCIAL ENGINES, INC will receive all proceeds from the sale of the common stock. 4,000,000 shares of common stock are offered by the company. Offering price per share by the A price, if and when the company sells company the shares of common stock is set at $0.01. Number of shares outstanding before 12,000,000 common shares are currently the offering of common shares issued and outstanding. Number of shares outstanding after 16,000,000 common shares will be issued the offering of common shares and outstanding after this offering is completed. The 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. The company may sell at prevailing market prices only after the shares are quoted on either the OTC Bulletin Board or an exchange. LIQUID FINANCIAL ENGINES, INC. may not be able to meet the requirement for a public listing or quotation of its common stock. Further, even if LIQUID FINANCIAL ENGINES, INC. common stock is quoted or granted listing, a market for the common shares may not develop. If a market develops, the price of the shares in the market may not be greater than or equal to the price in this offering. Use of proceeds The company intends to use the proceeds from this offering to develop and complete the business and marketing plan, and for other general corporate and working capital purposes. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $5,000 are being paid for by Liquid financial engine, Inc. 2 Termination of the offering The offering will conclude when all 4,000,000 shares of common stock have been sold, or 90 days after this registration statement becomes effective with the Securities and Exchange Commission. Liquid financial Engines, Inc. may at its discretion extend the offering May, at its discretion extend the offering for an additional 90 days. Terms of the offering The company will determine when and how it will sell the common stock offered in this prospectus. You should rely only upon the information contained in this prospectus. LIQUID FINANCIAL ENGINES, INC has not authorized anyone to provide you with information different from that which is contained in this prospectus. The selling security holder is offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or of any sale of the common stock. This summary provides an overview of selected information contained in this prospectus. It does not contain all the information that you should consider before making a decision to purchase the shares offered by the selling security holders. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements. SUMMARY INFORMATION ABOUT LIQUID FINANCIAL ENGINES, INC Liquid Financial Engines, Inc. ("Liquid Financial Engines, Inc." or "LFE") is a development stage company, incorporated in the State of Florida on, 09/29/2008, to develop and market financial software systems for banks, brokerage firms, pension funds, family offices, and hedge funds. LFE's targeted client base includes some of the most innovative money managers in the hedge fund and fund of funds sectors. LFE's product suites, FundSprint and LiquidEquity, are intended to be vertically focused in the Customer Relationship Management (CRM) space with wide application across the broader financial markets industry. LFE intends to combine domain expertise with tested, stable software modules to satisfy demanding requirements. Founded by an experienced investment and IT professional, LFE intends to provide a combination of technical aptitude, creative professionalism, high-touch with the target audience, and knowledge of compliance issues. LFE's product suites hope to effectively bridge the communication gap between investment managers and their investors. The company intends to provide software, services and web applications under the FundSprint, and LiquidEquity brands. Founded in 09/29/2008, Liquid Financial Engines, Inc. intends to develop interactive customer management software targeted specifically at the capital markets. The software provides the professional the ability to combine web based LFE solutions enable funds to combine qualitative research with quantitative analysis to effectively market, sell, and manage client relationships. LFE allows a manager to market, sell and manage client relationships throughout the life of a fund. LFE products intend to be scalable, customizable, industrial strength and easy to use. 3 Our business and registered office is located at 250 Montgomery Street, Suite 1200, San Francisco, CA 94104. Our contact number is 415.296.8510. As of October 31, 2008, Liquid Financial Engines, Inc. had raised $9,000 through the sale of its common stock. There is $8,988 of cash on hand in the corporate bank account. The Company currently has liabilities of $0 represented by expenses accrued during its start-up. In addition, the Company anticipates incurring costs associated with this offering totaling approximately $5,000. As of the date of this prospectus, we have not generated any revenue from our business operations. The following financial information summarizes the more complete historical financial information found in the audited financial statements of the Company filed with this prospectus. SUMMARY OF THE OFFERING BY THE COMPANY Liquid Financial Engines, Inc. has 12,000,000 shares of common stock issued and outstanding and is registering an additional 4,000,000 shares for offering to the public. The Company will endeavor to sell all 4,000,000 shares of common stock after this registration statement becomes effective. The price at which the Company is offering these shares is fixed at $0.01 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. Liquid Financial Engines, Inc. will receive all proceeds from the sale of the common stock. - -------------------------------------------------------------------------------- Securities being offered by 4,000,000 shares of common stock are the Company, common stock, offered by the Company. par value $0.01 - -------------------------------------------------------------------------------- Offering price per share by A price, if and when the Company sells the Company. the shares of common stock, is set at $0.01. - -------------------------------------------------------------------------------- Number of shares outstanding 12,000,000 common shares are currently before the offering of common issued and outstanding. shares. - -------------------------------------------------------------------------------- Number of shares outstanding 16,000,000 common shares will be issued after the offering of common and outstanding after this offering is shares. completed. - -------------------------------------------------------------------------------- Minimum number of shares to None. be 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. Liquid Financial Engines, Inc. may not be able to meet the requirement for a public listing or quotation of its common stock. Further, even if Liquid Financial Engines, Inc.'s common stock is quoted or granted a listing, a market for the common shares may not develop. - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- Use of proceeds Liquid Financial Engines, Inc. will receive all proceeds from the sale of the common stock. If all 4,000,000 common shares being offered are sold, the total gross proceeds to the Company would be $40,000. The company intends to use the proceeds from this offering to develop and complete the business and marketing plan, and for other general corporate and working capital purposes. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $5,000.00 are being paid for by Liquid Financial Engines, Inc. - -------------------------------------------------------------------------------- Termination of the offering The offering will conclude when all 4,000,000 shares of common stock have been sold, or 90 days after this registration statement becomes effective with the Securities and Exchange Commission. Liquid Financial Engines, Inc. may at its discretion extend the offering for an additional 90 days. - -------------------------------------------------------------------------------- Terms of the offering The Company's president and sole director will sell the common stock upon effectiveness of this registration statement. - -------------------------------------------------------------------------------- You should rely only upon the information contained in this prospectus. Liquid Financial Engines, Inc. has not authorized anyone to provide you with information different from that which is contained in this prospectus. The Company is offering to sell shares of common stock and seeking offers only in jurisdictions where offers and sales are permitted. The information contained herein 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, the financial statements and the related notes thereto included elsewhere in this prospectus. BALANCE SHEET AS OF OCTOBER 31, 2008 ------------- ---------------------- Total Assets $8,988 Total Liabilities $ 0 Shareholder's Equity $8,988 OPERATING DATA SEPTEMBER 29 2008 THROUGH OCTOBER 31, 2008 -------------- ------------------------------------------ Revenue $ 0.00 Net Loss $ 0.00 Net Loss Per Share $ 0.00 5 As indicated in the financial statements accompanying this prospectus, Liquid Financial Engines, Inc. has had no revenue 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 auditors, based upon the Company's reliance upon the sale of our common stock as the sole source of funds for our future operations. DESCRIPTION OF PROPERTY The company does not own any real estate or other properties. The company's office is located at 250 Montgomery Street, Suite 1200, San Francisco, CA 94104.. The business office is located at the office of Daniel McKelvey, the CEO of the company at no charge. SUMMARY OF OUR FINANCIAL INFORMATION Balance Sheet As of October 31, 2008 ------------------------------------ Total Assets ............ $8,988 Total Liabilities ....... $ 0 Equity .................. $8,988 Operating Data For the Year ended October 31, 2008 ------------------------------------ Revenue ................. Nil Net Loss ................ $ 12 Net Loss Per Share ...... $ 0 Liquid Financial Engines, Inc. has no revenues and has lost $12 since inception. Liquid Financial Engines, Inc. has had no operations (and has been issued a "going concern" opinion by its auditor. RISK FACTORS Please consider the following risk factors and other information in this prospectus relating to our business and prospects before deciding to invest in our common stock. This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. The Company considers the following to be the material risks for an investor regarding this offering. Secure Window 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. 6 AUDITOR'S GOING CONCERN - ----------------------- THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF LIQUID FINANCIAL ENGINES, INC. TO CONTINUE ITS OPERATIONS AS A GOING CONCERN In their audit report dated December 8, 2008; our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officers may be unwilling or unable to loan or advance any additional capital to Liquid Financial Engines, Inc. 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. Due to the fact that there is no minimum investment and no refunds on sold shares, you may be investing in a Company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment. See the "October 31, 2008 Audited Financial Statements - Auditors Report". Because the Company has been issued an opinion by its auditors that substantial doubt exists as to whether it can continue as a going concern it may be more difficult to attract investors. RISKS RELATED TO OUR FINANCIAL CONDITION - ---------------------------------------- SINCE LIQUID FINANCIAL ENGINES, INC. ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING REVENUE, IT MAY NEVER ACHIEVE PROFITABILITY The Company anticipates an increase in its operating expenses, without realizing any revenues from the sale of its products. Within the next 12 months, the Company will have costs related to (i) the development of products (prototypes), (ii) initiation of the Company's sales and marketing campaign, (iii) purchase of equipment, materials and storage, (iv) administrative expenses and (v) the expenses of this offering. 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 will attract customers; 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 can fail, which will result in the loss of your entire investment. OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE COMPLETE LOSS OF YOUR INVESTMENT If we are not successful in earning revenue once we have started our sale activities, we may require additional financing to sustain our business operations. Currently, we do not have any arrangements for financing and can provide no assurances to investors that we will be able to obtain any when required. Obtaining additional financing would be subject to a number of factors, including the Company's sales results. These factors may have an affect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us. See "Description of Business." No assurance can be given that the Company will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and its financial conditions. 7 RISKS RELATED TO THIS OFFERING - ------------------------------ BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO RESELL YOUR STOCK There is currently no public trading market for our common stock. Therefore, there is no central place, such as a stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale. The offering price and other terms and conditions relative to the Company's shares have been arbitrarily determined by the Company and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as the Company was formed recently and has only a limited operating history and no earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. INVESTING IN THE COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. The business objectives of the Company are also speculative, and it is possible that we would be unable to accomplish them. The Company's shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. 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 and/or investment advisor. INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH The Company has only been recently formed and has only a limited operating history and no earnings, therefore, the price of the offered shares is not based on any data. The offering price and other terms and conditions regarding the Company's shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. 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 the Company's common stock. Liquid Financial Engines, Inc.' assets do not substantiate a share price of $0.01. 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. 8 BECAUSE THE COMPANY HAS 250,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE ADDITIONAL SHARES, DILUTING THE CURRENT SHARE HOLDERS' EQUITY The Company has 250,000,000 authorized shares, of which only 12,000,000 are currently issued and outstanding and only 16,000,000 will be issued and outstanding after this offering terminates. The Company's management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of the Company's current shareholders. Additionally, large share issuances would generally have a negative impact on the Company's share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment. AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS, IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, THEY WILL LOSE THE ENTIRE INVESTMENT Invested funds for this offering will not be placed in an escrow or trust account and if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors. THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO THERE WILL BE FEWER WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN THIS COMPANY We do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any, for the operation growth and expansion of our business. AS WE MAY BE UNABLE TO CREATE OR SUSTAIN A MARKET FOR OUR 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 and 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, it may not be able to convince any broker/dealers to act as market-makers and make quotations on the OTC Bulletin Board. The Company may consider pursuing a listing on the OTCBB after this registration becomes effective and the Company has completed its offering. IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY 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 9 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 SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FEEL THAT HIS DECISIONS ARE CONTRARY TO THEIR INTERESTS The Company's sole officer and director own 100% of the outstanding shares and will own 75 % after this offering is completed. As a result, he may have control of the Company and be able to choose all of our directors. His interests may differ from those of other stockholders. Factors that could cause his interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he is able to devote to the Company. All decisions regarding the management of the Company's affairs will be made exclusively by him. Purchasers of the offered shares may not participate in the management of the Company and, therefore, are dependent upon his management abilities. 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 willing to entrust all aspects of management to the 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. RISKS RELATED TO INVESTING IN OUR COMPANY - ----------------------------------------- OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR TERMINATION OF OUR OPERATIONS We were incorporated on September 29, 2008 and we have not realized any revenues to date. We have very little operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the completion of this offering and our ability to generate revenues through sales of our products. Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business. 10 OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over. Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from future equity sales; the level of commercial acceptance by the public of our products; fluctuations in the demand for our product and capital expenditures relating to expansion of our business, operations and infrastructure and general economic conditions. If realized, any of these risks could have a materially adverse effect on our business, financial condition and operating results. BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS. Due to the fact we are small and do not have much capital, we must limit our marketing activities to potential customers having the likelihood of purchasing our products. We intend to generate revenue through the sale of our products. Because we will be limiting the scope of our marketing activities, we may not be able to generate enough sales to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations. THE COMPANY'S SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN BUSINESS FAILURE. Mr. McKelvey, our sole officer and director, has other business interests and currently devotes approximately 20 to 25 hours per week to our operations. Our operations may be sporadic and occur at times which are not convenient to Mr. McKelvey, 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. However, he may not be able to devote sufficient time to the management of the 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. Because the Company is entirely dependent on the efforts of its sole officer and director, his departure or the loss of other key personnel in the future, could have a materially adverse effect on the business. The Company believes that all commercially reasonable efforts have been made to minimize the risks associated with the departure by key personnel from service. 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. IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS. 11 In the event of the dissolution of the Company, the proceeds realized from the liquidation of its assets, if any, will be used primarily to pay the claims of the Company's creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from. RISKS RELATED TO THE COMPANY'S MARKET AND STRATEGY - -------------------------------------------------- WE ARE A NEW COMPANY WITH NO OPERATING HISTORY AND WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT. We are a development stage Company formed recently to carry out the activities described in this prospectus and thus have only a limited operating history upon which an evaluation of its prospects can be made. We were incorporated on September 29, 2008 and to date have been involved primarily in the design of our business plan and we have no business operations. Thus, there is no internal or industry-based historical financial data upon which to estimate our 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 market factors including, among others, the entry of new competitors offering a similar product; the availability of motivated and qualified personnel; the initiation, renewal or expiration of our customer base; pricing changes by the Company or its competitors, specific economic conditions in the financial markets. Accordingly, our future sales and operating results are difficult to forecast. 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 could result in the complete loss of your investment. WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR PRODUCTS OR ESTABLISH A SIGNIFICANT MARKET PRESENCE. The Company's growth strategy is substantially dependent upon its ability to market its products successfully to prospective clients. However, its planned services may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. Failure of the Company's services to achieve or sustain market acceptance could have a materially adverse effect on our business, financial conditions and the results of our operations. MANAGEMENT'S ABILITY TO IMPLEMENT THE BUSINESS STRATEGY Although the Company intends to pursue a strategy of marketing its products throughout North America, our business success depends on a number of factors. These include: our ability to establish a significant customer base and maintain favorable relationships with customers and partners; obtain adequate business financing on favorable terms in order to buy all the necessary equipment and materials; development and maintenance of appropriate operating procedures, policies and systems; hire, train and retain skilled employees. The inability of the Company to manage any or all of these factors could impair its ability to implement its business strategy successfully, which could have a materially adverse effect on the results of its operations and its financial condition. 12 LIQUID FINANCIAL ENGINES, INC. MAY BE UNABLE TO MANAGE ITS FUTURE GROWTH The Company expects to experience continuous growth for the foreseeable future. Its growth may place a significant strain on management, financial, operating and technical resources. Failure to manage this growth effectively could have a materially adverse effect on the Company's financial condition or the results of its operations. RISKS RELATED TO INVESTING IN OUR BUSINESS - ------------------------------------------ THE COMPANY MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COSTS Because we are a small business, with limited assets, we are not in a position to assume unanticipated costs and expenses. If we have to make changes in the Company structure or are faced with circumstances that are beyond our ability to afford, we may have to suspend operations or cease operations entirely which could result in a total loss of your investment. BECAUSE WE HAVEN'T BUILT A PROTOTYPE, OUR PRODUCTS MAY NOT WORK PROPERLY AND/OR THE PRODUCTION COST CAN EXCEED EXPECTATIONS We have not built a prototype of our software yet; therefore, we don't know the exact cost of production. In the case of a higher than expected cost of production, we won't be able to offer our products at a reasonable price. Furthermore, we may find problems in the development process and/or product functionality. If we are unable to develop our products, we will have to cease our operations, resulting in the complete loss of your investment. GENERAL COMPETITION The Company has identified a market opportunity for our products. Competitors may enter this sector with superior products, services, conditions and/or benefits. This would infringe on our customer base, have an adverse affect upon our business and the results of our operations The financial software industry is a highly competitive market. We will compete with both large and small corporations. Most of these companies have greater financial and personnel resources than we do. IF WE CANNOT PRODUCE FINANCIAL SOFTWARE THAT MEETS PRICE AND/OR PERFORMANCE CRITERIA, THE BUSINESS WILL FAIL. IF, AFTER DEMONSTRATING PROOF-OF-CONCEPT, WE ARE UNABLE TO ESTABLISH RELATIONSHIPS WITH DEVELOPMENT PARTNERS AND/OR CUSTOMERS, THE BUSINESS WILL FAIL. 13 Because there may be a substantial delay between the completion of this offering and the execution of the business plan, our expenses may be increased and it may take us longer to generate revenues. We have no way to predict when we will begin our service. There is No Minimum Number of Shares we have to sell in this Offering. We are making this offering on a "best efforts, no minimum basis." What this means is that all the net proceeds from this Offering will be immediately available for use by us and we don't have to wait until a minimum number of Shares have been sold to keep the proceeds from any sales. We can't assure you that subscriptions for the entire Offering will be obtained. We have the right to terminate the offering of the Shares at any time, regardless of the number of Shares we have sold since there is no minimum subscription requirement. Our ability to meet our financial obligations and cash needs, and to achieve our objectives, could be adversely affected if the entire offering of Shares is not fully subscribed for. State Blue Sky laws may limit resale of the Shares. The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the Company in an accepted publication which permits a "manual exemption". This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they 'recognize securities manuals' but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin. If we do not execute our business plan on schedule or within budget, our ability to generate revenue may be diminished or delayed. Our ability to adhere to our schedule and budget face many uncertainties. WE DO NOT MAINTAIN PRODUCT LIABILITY COVERAGE. WE COULD BECOME LIABLE FOR UNINSURED PRODUCT LIABILITY CLAIMS WHICH WOULD ADVERSELY AFFECT OUR ABILITY TO CONTINUE AS A GOING CONCERN, HOWEVER, WE INTEND TO PROVIDE PRODUCTS LIABILITY INSURANCE PRIOR TO ANY SALE OF OUR SERVICE OFFERINGS. The company does not maintain any product liability insurance at this time. Once the product is released, the Company will evaluate the need for product liability insurance. If no product liability insurance is obtained, product claims against the company could have a material affect and potentially cause the business to fail. SHOULD OUR SOLE OFFICER AND DIRECTOR LEAVE THE COMPANY, WE MAY BE UNABLE TO CONTINUE OUR OPERATIONS. 14 Daniel McKelvey, our sole officer and director, has other outside business activities and is devoting only approximately 20-25 hours per week to our operations. Our operations may be sporadic and occur at times which are not convenient to Daniel McKelvey, which may result in periodic interruptions or suspensions of our business plan. If the demands of the company's business require the full time of our executive officer, he is prepared to adjust his timetable in order to devote more time to conducting our business operations. However, our executive officer may be unable to devote sufficient time to the management of the company's business, which may result in periodic interruptions in the implementation of the company's business plans and operations. Such delays could have a significant negative effect on the success of our business. The company is entirely dependent on the efforts and abilities of its sole officer and director. The loss of our sole officer and director could have a materially adverse effect on the business and its prospects. The company believes that all commercially reasonable efforts have been made to minimize the risks associated with the departure from service of our current sole officer and director. However, replacement personnel may be unavailable to us. Moreover, even if available, replacement personnel may not enable the company to operate profitably. All decisions regarding the management of the company's affairs will be made exclusively by its sole officer and director. Purchasers of the offered shares may not participate in the management of the company and, therefore, are dependent upon the management abilities of the company's sole officer and director. The only assurance that the shareholders of the company (including purchasers of the offered shares) have that the company's sole officer and director will not abuse his discretion in making decisions, with respect to its affairs and other business decisions, is his fiduciary obligations and business integrity. Accordingly, no person should purchase 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's management may retain independent contractors to provide services to the company. Those independent individuals and organizations have no fiduciary duty to the shareholders of the company and may not perform as expected. The company does not maintain key person life insurance on its sole officer and director. RISKS RELATING TO OUR BUSINESS IF WE CANNOT EFFECTIVELY PROMOTE OUR PRODUCTS, WE WILL NOT ATTRACT CUSTOMERS. If we cannot partner with a distribution business partner of financial software products, we will not have the ability to attract customers. A failure to achieve partners would have a material and adverse effect on our business, operating results and financial condition. IF WE CANNOT ESTABLISH AND MAINTAIN QUALIFICATIONS AS A SUPPLIER TO COMMERCIAL CUSTOMERS, THE BUSINESS WILL BE ADVERSELY AFFECTED. 15 FORWARD-LOOKING STATEMENTS This prospectus contains certain forward-looking statements regarding management's plans and objectives for future operations, including plans and objectives relating to our planned entry into our service business. The forward-looking statements and associated risks set forth in this prospectus include or relate to, among other things, (a) our projected profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our ability to obtain and retain sufficient capital for future operations, and (e) our anticipated needs for working capital. These statements may be found under "Management's Discussion and Analysis or Plan of Operation" and "Description of Business," as well as in this prospectus generally. Actual events or results may differ materially from those discussed in these forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" and matters described in this prospectus generally. In light of these risks and uncertainties, the forward-looking statements contained in this prospectus may not in fact occur. The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on the assumptions that we will be able to continue our business strategies on a timely basis, that we will attract customers, that there will be no materially adverse competitive conditions under which our business operates, that our sole officer and director will remain employed as such, and that our forecasts accurately anticipate market demand. The foregoing assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed elsewhere in this "Risk Factors" section of this prospectus, there are a number of other risks inherent in our business and operations, which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Increases in the cost of our services, or in our general or administrative expenses, or the occurrence of extraordinary events, could cause actual results to vary materially from the results contemplated by these forward-looking statements. Management decisions, including budgeting, are subjective in many respects and subject to periodic revisions in order to reflect actual business conditions and developments. The impact of such conditions and developments could lead us to alter our marketing, capital investment or other expenditures and may adversely affect the results of our operations. In light of the significant uncertainties inherent in the forward-looking information included in this prospectus, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. USE OF PROCEEDS Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.01. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. 16 IF 25% OF IF 50% OF IF 75% OF IF 100% OF SHARES SOLD SHARES SOLD SHARES SOLD SHARES SOLD ----------- ----------- ----------- ----------- GROSS PROCEEDS FROM THIS OFFERING $10,000 $20,000 $30,000 $40,000 Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.01 The funds raised through this offering will be used to develop and complete the business and marketing plan. 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 Liquid Financial Engines, Inc. 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, 2008. The company's sole officer and director paid $0.00075 per share, a difference of $0.00925 per share lower than the share price in this offering. DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders. COMPANY IF ALL OF THE SHARES ARE SOLD - ------------------------------------- Price per share ............................................... $ 0.01 Net tangible book value per share before offering ............. $ 0.001 Potential gain to existing shareholders ....................... $ 0 Net tangible book value per share after offering .............. $ 0.0031 Increase to present stockholders in net tangible book value per share after offering ................................... $ 0.0021 Capital contributions ......................................... $ 9,000 Number of shares outstanding before the offering .............. 12,000,000 Number of shares after offering held by existing stockholders . 12,000,000 Percentage of ownership after offering ........................ 75% 17 PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD - -------------------------------------------------------- Price per share ............................................... $ 0.01 Dilution per share ............................................ $ 0.0069 Capital contributions ......................................... $ 40,000 Percentage of capital contributions ........................... 82% Number of shares after offering held by public investors ...... 4,000,000 Percentage of ownership after offering ........................ 25% THE OFFERING BY THE COMPANY Liquid Financial Engines, Inc. is registering 4,000,000 shares of its common stock for offer and sale. There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock listing on the OTC Bulletin Board, subject to the effectiveness of this Registration Statement. In addition, a market maker will be required to file a Form 211 with the National Association of Securities Dealers Inc. before the market maker will be able to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention. All of the shares registered herein will become tradable on the effective date of this registration statement. The company will not offer the shares through a broker-dealer or anyone affiliated with a broker-dealer. NOTE: As of the date of this prospectus, our sole officer and director, Daniel McKelvey, owns 12,000,000 common shares, which are subject to Rule 144 restrictions. There is currently one (1) shareholder of our common stock. The company is hereby registering 4,000,000 common shares. The price per share is $0.01 and will remain so unless and until the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or on an exchange. In the event the company receives payment for the sale of their shares, Liquid Financial Engines, Inc. will receive all of the proceeds from such sales. Liquid Financial Engines, Inc. is bearing all expenses in connection with the registration of the shares of the company. PLAN OF DISTRIBUTION We are offering the shares on a "self-underwritten" basis directly through Daniel McKelvey our executive officer and director named herein, who will not receive any commissions or other remuneration of any kind for selling shares in this offering, except for the reimbursement of actual out-of-pocket expenses incurred in connection with the sale of the common stock. The offering will conclude when all 4,000,000 shares of common stock have been sold, or 90 days after this registration statement becomes effective with the Securities and Exchange Commission. Liquid Financial Engines, Inc. may at its discretion extend the offering for an additional 90 days. This offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. We will sell shares on a continuous basis. We reasonably expect the amount of securities registered pursuant to this offering to be offered and sold within two years from this initial effective date of this registration. 18 In connection with his selling efforts in the offering, Daniel McKelvey will not register as broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the "safe harbor" provisions of Rule 3a4-1 under the Exchange Act. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer's securities. Daniel McKelvey is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Daniel McKelvey will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Daniel McKelvey is not and has not been within the past 12 months, a broker or dealer, and is not within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Daniel McKelvey will continue to primarily perform substantial duties for us or on our behalf otherwise than in connection with transactions in securities. Daniel McKelvey has not participated in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii). 12,000,000 common shares are issued and outstanding as of the date of this prospectus. The company is registering an additional 4,000,000 shares of its common stock for possible resale at the price of $0.01 per share. There is no arrangement to address the possible effect of the offerings on the price of the stock. Liquid Financial Engines, Inc. will receive all proceeds from the sale of the shares by the company. 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. However, Liquid Financial Engines, Inc. common stock may never be quoted on the OTC Bulletin Board or listed on any exchange. The company's shares may be sold to purchasers from time to time directly by, and subject to, the discretion of the company. Further, the company will not offer their shares for sale through underwriters, dealers, or agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the company and/or the purchasers of the shares for whom they may act as agents. The shares sold by the company may be sold occasionally in one or more transactions, either at an offering price that is fixed or that may vary from transaction to transaction depending upon the time of sale, or at prices otherwise negotiated at the time of sale. Such prices will be determined by the company or by agreement between the company and any purchasers of our common stock. The shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states. In addition and without limiting the foregoing, the company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective. Liquid Financial Engines, Inc. will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states). 19 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. BUSINESS INTRODUCTION Liquid Financial Engines, Inc. is a development stage company and was incorporated in Florida on September 29, 2008, to develop and market financial software. The rapid growth of the financial services market forces firms to transform how they interact with their clients and trading partners. Companies have begun to expand their use of software and Internet technologies to replace or enhance traditional operations, such as customer relationship management and investor communication. These competitive pressures drive companies to adopt business strategies that support dynamic and comprehensive business solutions within a flexible technical infrastructure. Faced with growing competition, deregulation, and globalization, firms are increasingly looking to maximize their client relationships to develop a sustainable competitive advantage. Investment Relationship Management solutions are critical for investment managers to streamline daily operations, integrate information flows, and improve client service, particularly as the investing environment becomes increasingly complex. Factors contributing to these changing industry dynamics include: o Rapid growth of assets under management; o Increased volume and complexity of information and data flows within organizations, and between partners and third parties, including clients, banks, pricing services and other data providers; o Evolving standards and government regulations, cross-border investing, extended trading hours. According to Goldman Sachs, industry analysts such as Dataquest estimate that total IT spending for the securities industry will grow at a compound annual growth rate (CAGR) of approximately 16% from 2005-2010, while spending on external services should grow at a 20% CAGR during the same time period. This growth is driven by an increase in the number of investment management professionals, the demand for more sophisticated solutions and analysis, the increasing complexity of financial instruments, and the desire of investment managers to reduce costs by automating operations. We have not generated any revenues to date and our activities have been limited to developing the Business Plan. We will not have the necessary capital to develop our Business Plan until we are able to secure financing. There can be no assurance that such financing will be available on suitable terms. See "Management's Discussion and Analysis Plan of Operations" and "Liquidity and Capital Resources." We have no plans to change our business activities or to combine with another business and are not aware of any events or circumstances that might cause us to change our plans. We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely upon the sale of our securities to funds operations. 20 The following description of our business is intended to provide an understanding of our Company and our strategic bearing. STRATEGY Liquid Financial Engines, Inc. intends to continue building a world-class Investment Relationship Management firm by developing enterprise software solutions to address IRM needs in the capital markets industry. LFE has developed the following business strategy to address the IRM market opportunity: o Focus initially on the Alternative Investment Sector to develop a solid client base and following o Establish first mover advantage in each market before addressing new markets o Leverage success in the Alternative Investment Sector to build relationships with Center of Influences (for example, prime brokers) o Focus on organic growth initially while building strategic alliances with market dominant players (e.g., Advent Software, Sunguard, Goldman Sachs, CSFB, SEI Investments, and Hemisphere) o Develop strategic alliances and third party relationships to significantly increase revenue, while providing quality client service and support o Expand product functionality to address future markets o Become the de facto standard for IRM solutions in the Capital Markets Industry LFE is aggressively pursuing its strategy with software, services and Internet applications in the areas of marketing, selling, and managing client relationships. In order to effectively execute its rapid growth strategy, LFE is initially focused on the capital markets in California and New York. Daniel McKelvey, our CEO, prior to the start up of Liquid Financial Engines, Inc. has been instrumental in validating the business concept of Liquid Financial Engines, Inc. He has evaluated numerous direct competitors in the relevant business spaces, in order to understand how to create competitive advantages within our marketplace. He brings start-up experience, and extensive experience with respect to development stage companies. THE MARKET The market opportunity for LFE is very large. According to Hedge Fund Intelligence, currently there are $2.48 trillion dollars globally in hedge funds. LFE's opportunities are global, span across the investment management industry, and include both public and private investment managers. 21 LFE estimates their market opportunity based on two assumptions: First, average management fees are 0.50% (50 basis points), and second, 10% of the management fees are allocated to communication and distribution of information to investors and prospects. Both assumptions are conservative. In general, asset management fees range between 10 basis points for fixed income management to 250 basis points (plus a performance carry on the profits) for alternative and private equity products. In addition, typical marketing and communication expenses for traditional products average 0.25% (25 basis points) of AUM. Mutual funds have packaged this expense as a "12b-1 fee" and incorporated it into the overall fees of the fund. LFE's primary market is Alternative Investments, which includes hedge funds, fund of funds, and private equity funds. According to Merrill Lynch, Alternative Investments have over $1.1 Trillion in AUM globally, one third of which is from hedge funds and the remaining two-thirds from private equity. 86% of the assets are in North America. Considering the average hedge fund management and performance fees noted above, the opportunity for LFE with hedge funds in the US alone exceeds $1 Billion. In addition, assets have poured into hedge funds at a growth rate of over 13% per year during the last five years. The success of the six thousand hedge funds in existence, particularly during turbulent market times like 2003-2008, has accelerated asset growth. On the private equity side, the amount of funds have increased 21% each year with the committed assets growing over 35% during the same timeframe. Similar to the mutual fund industry in the late 1980's, alternative investments have begun to balloon and show no signs of slowing. According to Merrill Lynch and Cap Gemini Ernst & Young, the alternative market is expected to grow at 25-35% over the next ten years (see Wealth Report 2006). The alternative market is exploding so rapidly that firms managing public mutual funds are beginning to roll out alternative investment products to answer client demand and retain portfolio management talent. LFE will capitalize on this trend. While some firms may claim to have competencies in some aspects of client interaction, very few companies can offer a viable solution addressing the sophisticated and institutional investor. Numerous companies have emerged to focus on the creative Web-design aspect. However, they are quickly realizing that in order to compete they must also offer a more technologically oriented desktop solution that integrates the Web with existing investor reporting, fund analytics/reporting, corporate branding, marketing campaigns, and prospect tracking strategies. Many solution providers do not have the ability to deliver the strategic, creative and technical skills required to meet clients' demands. LFE believes that it is uniquely poised to capitalize on these compelling market dynamics as a result of the breadth of LFE's product suites and service offerings. Liquid Financial Engines, Inc.' FundSprint product suite will be designed for hedge fund and fund of funds managers. However, primary market opportunities also include venture capital/private equity, prime brokers, fund administrators and other service providers. Additional markets include mutual funds, family offices, pension plans, insurance administrators, endowments, foundations, registered investment advisors, and financial consultants/planners. All are natural candidates for using LFE's suite of products and services, however the primary markets are most attractive due to their growth characteristics. 22 PRIMARY MARKETS: HEDGE FUNDS Hedge funds are private investment funds, typically limited partnerships, the clients of which are high net-worth individuals or entities that the SEC deems as "accredited investors." Usually, hedge funds are small shops of 3-50 employees managing assets from $5 million to over $5 billion. In general, hedge fund managers are skilled at generating returns on a portfolio, however they are not as strong running an operational business. Plus, with the influx of sophisticated investor assets into alternative strategies, the demand for timely communications, accurate information, and efficient, secure electronic distribution systems increases. LFE's industry specific knowledge of SEC and NASD compliance regulations, AIMR performance calculation standards, and familiarity with hedge fund clientele, competitively positions LFE to capitalize on the market opportunity. FUND OF FUNDS Fund of funds combines various funds into a single fund and are quickly becoming mainstream in the industry. These investment vehicles provide a diversified portfolio of constituent funds that seek to deliver more consistent returns than stock portfolios, mutual funds, unit trusts or individual hedge funds. Fund of funds are the preferred investment of choice for many pension funds, endowments, insurance companies, private banks and high-net-worth families and individuals because they provide access to a broad range of investment styles, strategies and hedge fund managers for one easy-to-administer investment. Effective diversification is the key objective with fund of funds. VENTURE CAPITAL/PRIVATE EQUITY FIRMS Liquid Financial Engines, Inc. products intend to fill a major void in the Venture Capital/Private Equity space by providing not only efficient private deal tracking and reporting tools, but also industry specific client service and communication systems. LFE intends to operate in this space and will identify strategic partners to assist in the expansion of products and services. Currently, LFE plans to develop Private Equity as a module in the FundSprint suite of products. PRIME BROKERS Prime brokers include companies like Morgan Stanley, Goldman Sachs, Credit Suisse, Bear Stearns, etc., which provide the Alternative Investment Market with support to run their businesses. Specific support services include trading desk, hardware, market data and software solutions. LFE will enter into the equation by providing prime brokers with an alternative set of solutions to distinguish themselves from their competition. FUND ADMINISTRATORS Similar to prime brokers, on and offshore fund administrators provide support services to the Alternative Investment Market. These services include fund marketing, administration, compliance oversight, reporting and distribution. Again, with LFE's suite of products and services, LFE will be able to provide fund administrators internal efficiencies and a unique way to differentiate themselves in the marketplace by incorporating the FundSprint products into their offerings. 23 OTHER MARKETS: FAMILY OFFICES The preservation of the estate and the protection of heirs against economic misfortune are the primary reasons why wealthy individuals/families form investment offices to manage money. According to the Family Office Exchange, a family office industry trade group, there are approximately 3,000 professional money management family offices in the US, up 100% from ten years ago. In addition, there are an estimated 10,500 plus households in the US that each have a net worth of $50 million. A typical family office farms out management of funds and dedicates a substantial amount of time to the asset allocation decision. Liquid Financial Engines, Inc.' products will provide these organizations much needed back office automation to manage much of their data needs. PENSION FUNDS, INSURANCE COMPANIES, ENDOWMENTS, FOUNDATIONS Various investment managers provide portfolio management services to 401K, pension and other retirement plans, insurance companies, foundations and endowments. Such companies can be large, with assets under management well into the billions of dollars, however, they maintain a different profile from the Alternative Investment Market by placing greater importance on reporting and compliance. REGISTERED INVESTMENT ADVISORS Registered Investment Advisors (RIAs) are independent money managers that provide portfolio management services to individual investors, retirement plans, corporations, foundations and endowments. The RIA market, much like the hedge fund industry, is eager to embrace recent innovations in technology that fit with their model of providing clients with meaningful communication about their services. FINANCIAL CONSULTANTS/PLANNERS Financial planning is the process of establishing financial goals and creating a strategy to achieve them. As a lifetime process, financial plans must be monitored and reviewed periodically so that necessary adjustments can be made to ensure that strategies continue to meet individual needs. The financial planning industry is still largely unregulated, however. Financial planners can be found of every degree of competence and integrity. MANAGEMENT We intend to employ and use consultants to build the corporate infrastructure in FINANCE, ACCOUNTING, MARKETING, SALES, SOFTWARE, PURCHASING and other administrative functions. SALES AND MARKETING DIRECT SALES Liquid Financial Engines, Inc. will utilize a consultative approach to selling by focusing on developing the client's understanding and recognition of the value of LFE's services, and LFE's ability to deliver that value. LFE's will have a direct sales force that will be dedicated to marketing and selling services to clients seeking Investor Relationship Management solutions. LFE expects to rapidly grow the sales force in both California and New York. The 24 sales team will identify prospects, develop opportunities, close sales, and manage client relationships. LFE intends to market solutions to hedge funds, fund of funds and family offices, specifically with funds with exceeding $250 million under management. INDIRECT SALES / PARTNERSHIPS Liquid Financial Engines, Inc. will develop partnership relationships specifically with market leaders in the industry in order to expand the distribution channel for its products and services. LFE's will hire business development professionals to identify structure and drive VAR, OEM, and reseller programs with each strategic partner. COMPETITION With potentially numerous competitors in Investment Relationship Management, it is imperative that Liquid Financial Engines, Inc. develops a unique strategy and branding play. As a result, LFE intends to create significant competitive advantages, and assembled a seasoned and highly motivated management team with the requisite skill sets to capitalize on the substantial market opportunity. The IRM space is comprised of various types of services and providers principally within the following types of software and services firms: Customer Relationship Management Software Firms: Provide basic customer relationship management software to all vertical (manufacturing, telecom, retail etc) markets. Cross-industry software providers that focus on the financial services market typically exclude the Alternative Investments Market. Financial Services: Pure financial services firms that supply back-office support as a part of their products and services. Web Development Firms: "Pure play" firms that provide website services. Liquid Financial Engines, Inc. Competitive Advantages With projects ranging in value from $10,000 to $20 million, determining how to address and penetrate the market becomes a question of size--size of project, size of budget, and size of software provider. LFE believes there is significant advantage in targeting the emerging and middle market--projects from $150,000 to $3 million--where competition is limited. The following table illustrates how LFE is positioned in the competitive landscape. LIQUID FINANCIAL LARGE FIRMS SMALL FIRMS ENGINES, INC. ----------- ----------- ------------- TARGET PROJECT SIZE $1 million $10,000 to $150,000 to & up $150,000 $3 million MANAGEMENT Professional Technical Professional PROJECT MANAGEMENT Disciplined Inconsistent Disciplined SERVICE OFFERING Broad IT/End-to Limited End-to-End Solutions, -End Solutions Solutions and Web enabled RESPONSIVE No Yes Yes FLEXIBLE No Yes Yes SCALABLE Yes No Yes 25 Liquid Financial Engines, Inc.'s IRM solutions will represent a new class of product offerings available to the investment management industry. Firms operating in the CRM, financial software or web development space are perceived as competition. In reality, a variety of these firms have the potential to be alliance partners versus competitors. In addition, the complexities of the Alternative Investment Market require a comprehensive set of both industry and technical skills, which limits the potential for existing companies to become competition for LFE. STAFFING As of October 31, 2008, Liquid Financial Engines, Inc. has no permanent staff other than its sole officer and director, Daniel McKelvey, who is the President and Chairman of the company. Daniel McKelvey has the flexibility to work on Liquid Financial Engines, Inc. up to 20 to 25 hours per week. He is prepared to devote more time to our operations as may be required. He is not being paid at present. EMPLOYEES AND EMPLOYMENT AGREEMENTS At present, Liquid Financial Engines, Inc. has no employees other than its current sole officer and director, Daniel McKelvey, who has not been compensated. There are no employment agreements in existence. The company presently does not have any 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. During the initial implementation of our development strategy, the company intends to hire independent consultants, contractors, and fee-for-service laboratories, to develop, prototype, various components of sensor platforms. 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. Forward-looking statements are often identified by words like: "believe", "expect", "estimate", "anticipate", "intend", "project" and similar expressions, or words which, by their nature, refer to future events. 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 historical results or our predictions. WE ARE A DEVELOPMENT STAGE COMPANY ORGANIZED TO DEVELOP AND MARKET FINANCIAL SOFTWARE. We have not yet generated or realized any revenues from business operations. Our auditors have issued a going concerned opinion. This means there is substantial doubt that we can continue as an on-going business for the next twelve (12) months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing our service to customers. Accordingly, we must raise cash from sources other than revenues generated from the proceeds of loans we undertake. From inception to October 31, 2008, the company's business operations have primarily been focused on developing our business plan and market research. 26 LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL THERE IS NO HISTORICAL FINANCIAL INFORMATION ABOUT US UPON WHICH TO BASE AN EVALUATION OF OUR PERFORMANCE. LIQUID FINANCIAL ENGINES, INC. WAS INCORPORATED IN THE STATE OF FLORIDA ON SEPTEMBER 29, 2008; WE ARE A DEVELOPMENT STAGE COMPANY ATTEMPTING TO ENTER INTO THE FINANCIAL SOFTWARE MARKET. OUR INTENDED PRIMARY MARKETING BUSINESS APPROACH WILL BE TO PARTNER WITH ESTABLISHED FINANCIAL INSTITUTIONS TO MARKET AND SUPPORT THE PRODUCT OFFERING. WE HAVE NOT GENERATED ANY REVENUES FROM OUR OPERATIONS. WE CANNOT GUARANTEE WE WILL BE SUCCESSFUL IN OUR BUSINESS OPERATIONS. OUR BUSINESS IS SUBJECT TO RISKS INHERENT IN THE ESTABLISHMENT OF A NEW BUSINESS ENTERPRISE, INCLUDING THE FINANCIAL RISKS ASSOCIATED WITH THE LIMITED CAPITAL RESOURCES CURRENTLY AVAILABLE TO US FOR THE IMPLEMENTATION OF OUR BUSINESS STRATEGIES(SEE "RISK FACTORS"). TO BECOME PROFITABLE AND COMPETITIVE, WE MUST DEVELOP THE BUSINESS AND MARKETING PLAN, EXECUTE THE PLAN AND ESTABLISH SALES AND CO-DEVELOPMENT RELATIONSHIPS WITH CUSTOMERS AND PARTNERS. Our sole officer and director undertakes to provide us with initial operating and loan capital to sustain our business plan over the next twelve (12) month period partially through this offering and will seek alternative financing through means such as borrowings from institutions or private individuals. PLAN OF OPERATION Over the 12 month period starting upon the effective date of this registration statement, the company must raise capital in order to complete the Business and Marketing Plan and to commence the execution. Since inception, to October 31, 2008, Liquid Financial Engines, Inc. has spent a total of $ 12.00 on start-up costs. The company has not generated any revenue from business operations. All proceeds currently held by the company are the result of the sale of common stock to its officers. The company incurred expenditures of $ 0.00 for accounting services, the preparation of audited financial statements and legal services. The company also had expenditures of $ 0.00 for general administrative costs. Since inception, the majority of the company's time has been spent refining its business plan and conducting industry research, and preparing for a primary financial offering. LIQUIDITY AND CAPITAL RESOURCES As of the date of this registration statement, we have yet to generate any revenues from our business operations. For the period ended October 31, 2008, Liquid Financial Engines, Inc. issued 12,000,000 shares of common stock to our sole officer and director for cash proceeds of $9,000 at $0.00075 per share. As we anticipate needing a minimum of $125,000 in order to execute our business plan in a meaningful way over the next year, the available cash is not sufficient to allow us to commence full execution of our business plan. Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status we believe that we may be able to issue notes payable or debt instruments in order to start executing our Business and Marketing Plan. We anticipate that receipt of such financing may require granting a security interest in the service offering, but are willing to grant such interest to secure the necessary funding. 27 Through October 31, 2008, we have spent a total of $12.00 in general operating expenses. We raised the cash amounts used in these activities from our officer. To date, we have managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer has agreed not to draw a salary until a minimum of $250,000 in funding is obtained or until we have achieved $500,000 in gross revenues. Second, we have been able to keep our operating expenses to a minimum by operating in space owned by our sole officer and are only paying the direct expenses associated with our business operations. Given our low monthly cash flow requirement and the agreement of our officer, management believes that, even though our auditors have expressed substantial doubt about our ability to continue as a going concern, and assuming that we do not commence our anticipated operations it has sufficient financial resources to meet its obligations for at least the next twelve months. In the early stages of our company, we will need cash for completing the business and marketing plan. We anticipate that during the first year, in order to execute our business plan to any meaningful degree, we would need to spend a minimum of $125,000 on such endeavors. If we are unable to raise the funds partially through this offering we will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to keep costs from being more than these estimated amounts or that we will be able to raise such funds. Even if we sell all shares offered through this registration statement, we expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws. Our independent auditor has expressed substantial doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 6 of our financial statements. MANAGEMENT OFFICERS AND DIRECTORS Our sole officer and director will serve until his successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees. The name, address, age and position of our president, secretary/treasurer, and director and vice president is set forth below: Name and Address Age Position(s) - ---------------- --- --------------------- Daniel McKelvey 42 President, Secretary/Treasurer, Principal Executive Officer Principal Financial Officer, and sole member of the Board of Directors The person named above has held his offices/positions since the inception of our company and is expected to hold his offices/positions until the next annual meeting of our stockholders. 28 COMMITTEES OF THE BOARD OF DIRECTORS Our Board of Directors has not established any committees, including an Audit Committee, a Compensation Committee, a Nominating Committee or any committee performing a similar function. The functions of those committees are being undertaken by the entire board as a whole. Because we do not have any independent directors, our Board of Directors believes that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than substance. We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. Our director is not an "audit committee financial expert" within the meaning of Item 401(e) of Regulation S-B. In general, an "audit committee financial expert" is an individual member of the audit committee or Board of Directors who: o understands generally accepted accounting principles and financial statements, o is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, o has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements, o understands internal controls over financial reporting, and o understands audit committee functions. Our Board of Directors is comprised of an individual who was integral to our formation and who is involved in our day to day operations. While we would prefer our director be an audit committee financial expert, the individual who has been key to our development has professional background in finance or accounting. As with most small, early stage companies, until such time as our company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase directors and officers insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board of Directors to include one or more independent directors, we intend to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or 29 regulation requiring that all or any portion of our Board of Directors include "independent" directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors. WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS. Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions. Although we have adopted a Code of Ethics and Business Conduct we have not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions. CODE OF BUSINESS CONDUCT AND ETHICS In November 2008 we adopted a Code of Ethics and Business Conduct which is applicable to our future employees and which also includes a Code of Ethics for our CEO and principal financial officers and persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote o honest and ethical conduct, o full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, o compliance with applicable laws, rules and regulations, 30 o the prompt reporting violation of the code, and o accountability for adherence to the code. A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as an exhibit to our S-1/A filing. Any person desiring a copy of the Code of Business Conduct and Ethics, can obtain one by going to Edgar and looking at the attachments to our S-1/A. BACKGROUND OF OFFICERS AND DIRECTORS Daniel McKelvey, PRESIDENT, CEO, DIRECTOR, SECRETARY/TREASURER RESUME Daniel McKelvey has been involved in capital markets and finance for 20 years. Mr. McKelvey is the Senior Managing Director and co-founder of Forte Capital Partners, LLC. He serves as a general partner of three partnership funds organized to provide developmental and expansion capital for rapidly growing software, Internet, networking, and broadband communication businesses. Mr. McKelvey has also been an active entrepreneur, co-founding Forte Capital LLC, a New York based public money management firm with over $500 million in assets under management. Mr. McKelvey served 8 years as a professional in Capital Markets for Accenture (formally Andersen Consulting) in New York and San Francisco. Mr. McKelvey has extensive expertise in enterprise software development, networking, and financial equity trading systems. Mr. McKelvey holds a B.S. in mathematics and computer science from the University of New Hampshire. CONFLICTS OF INTEREST At the present time, we do not foresee a direct conflict of interest with our sole officer and director. The only conflict that we foresee is Daniel McKelvey's devotion of time to projects that do not involve us. In the event that Daniel McKelvey ceases devoting time to our operations, he has agreed to resign as an officer and director. EXECUTIVE COMPENSATION Daniel McKelvey will not be taking any compensation until the Company has raised $250,000 in working capital or has sales in excess of $500,000. SUMMARY OF COMPENSATION We did not pay any salaries in 2008. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and director other than as described herein. REMUNERATION OF DIRECTORS AND OFFICERS The following table sets forth the remuneration of our sole director and officer for the period from inception through, 2008. 31 CAPACITIES IN WHICH AGGREGATE NAME OF INDIVIDUAL REMUNERATION WAS RECEIVED REMUNERATION - ------------------ ------------------------- ------------ Daniel McKelvey Sole Executive Officer and Director $0 We have no employment agreements with our sole Executive Officer and Director. We will not pay compensation to Directors for attendance at meetings. We will reimburse the Directors for reasonable expenses incurred during the course of their performance. DIRECTOR COMPENSATION Mr. Daniel McKelvey a member of our Board of Directors is also our executive officer. We do not pay fees to directors for attendance at meetings of the Board of Directors or of committees; however, we may adopt a policy of making such payments in the future. We will reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings. 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, Liquid Financial Engines, Inc. has not entered into any employment agreements with our sole officer and director. If there is sufficient cash flow available from our future operations, the company may in the future enter into employment agreements with our sole officer and director, or future key staff members. INDEMNIFICATION Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Florida Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Florida 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. 32 PRINCIPAL STOCKHOLDERS The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what his ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares. Number Percentage of Shares of ownership after offering after offering assuming all assuming all Name and address Number of Shares of the shares of the shares Beneficial Ownership (1) Before Offering are sold are sold - ------------------------ ---------------- -------------- -------------- Daniel McKelvey 12,000,000 12,000,000 75% All Officers and 12,000,000 12,000,000 75% Directors as a Group (1 person) _________ (1) The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Daniel McKelvey is the only "promoter" of our company. For the period ended October 31, 2008, a total of 12,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. Under Rule 144, a shareholder can sell up to 1% of total outstanding shares every three months in brokers' transactions. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering. Our sole officer and director will continue to own the majority of our common stock after the offering, regardless of the number of shares sold. Since he will continue control our company after the offering, investors in this offering will be unable to change the course of our operations. Thus, the shares we are offering lack the value normally attributable to voting rights. This could result in a reduction in value of the shares you own because of their ineffective voting power. None of our common stock is subject to outstanding options, warrants, or securities convertible into common stock. The company is hereby registering 4,000,000 of its common shares, in addition to the 12,000,000 shares currently issued and outstanding. The price per share is $0.01 and will remain so until the offering is completed. 33 The 12,000,000 shares currently issued and outstanding were acquired by our sole officer and director for the period ended, 2008. We issued a total of 12,000,000 common shares for consideration of $9,000, which was accounted for as a purchase of common stock. In the event the company receives payment for the sale of their shares, Liquid Financial Engines, Inc. will receive all of the proceeds from such sales. Liquid Financial Engines, Inc. is bearing all expenses in connection with the registration of the shares of the company. DESCRIPTION OF SECURITIES COMMON STOCK The authorized common stock is two hundred and fifty million (250,000,000) shares with a par value of $.0001 for an aggregate par value of twenty five thousand dollars ($25,000). * 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 Florida 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 60% 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 pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. 34 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-K, 10-Q, 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, Liquid Financial Engines, Inc. will act as its own transfer agent. STOCK OPTION PLAN The Board of Directors of Liquid Financial Engines, Inc. 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. Liquid Financial Engines, Inc. 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. LITIGATION We are not a party to any pending litigation and none is contemplated or threatened. LEGAL MATTERS The validity of the securities offered by this prospectus will be passed upon for us by Schneider Weinberger & Beilly LLP. EXPERTS Our financial statements have been audited for the period ending, 2008 by Moore and Associates, as set forth in their report included in this prospectus. Their report is given upon their authority as experts in accounting and auditing. 35 FINANCIAL STATEMENTS FINANCIAL STATEMENTS Audited, 2008 Auditors' Report .......................................................... F-2 Balance Sheet ............................................................. F-3 Statement of Operations ................................................... F-4 Statement of Stockholders' Equity (Deficit) ............................... F-5 Statement of Cash Flows ................................................... F-6 Notes to the Financial Statements ......................................... F-7 F-1 MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS ------------------------ PCAOB REGISTERED REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- To the Board of Directors Liquid Financial Engines, Inc. (A Development Stage Company) We have audited the accompanying balance sheet of Liquid Financial Engines, Inc. (A Development Stage Company) as of October 31, 2008, and the related statements of operations, stockholders' equity and cash flows from inception on September 29, 2008 through October 31, 2008. 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 conduct 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 Liquid Financial Engines, Inc. (A Development Stage Company) as of October 31, 2008, and the related statements of operations, stockholders' equity and cash flows from inception on September 29, 2008 through October 31, 2008, 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 6 to the financial statements, the Company has an accumulated deficit of $12, which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 6. 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 December 8, 2008 6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501 ------------------------------------------------------------------------------ F-2 Liquid Financial Engines, Inc (A Development Stage Company) Balance Sheet ASSETS ------ As of October 31, 2008 ----------- CURRENT ASSETS Cash and cash equivalents ...................................... $ 8,988 ---------- Total current assets ........................................ 8,988 ---------- ---------- TOTAL ASSETS ...................................................... $ 8,988 ========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) ------------------------------------------------- CURRENT LIABILITIES Accounts Payable and Accrued Liabilities ....................... - Total liabilities ........................................... - STOCKHOLDERS' EQUITY (DEFICIENCY) Capital Stock (Note 3) Authorized: 250,000,000 common shares, $0.0001 par value Issued and outstanding shares: 12,000,000 ............................................... $ 1,200 Additional paid-in capital .................................. 7,800 Deficit accumulated during the development stage ............ (12) ---------- Total Stockholders' Equity (Deficiency) ........................ 8,988 ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........................ $ 8,988 ========== The accompanying notes are an integral part of these financial statements. F-3 Liquid Financial Engines, Inc. (A Development Stage Company) Statement of Operations For the Period from Inception September 29, 2008 to October 31, 2008 -------------- REVENUES .................................................... $ 0 ------------- EXPENSES General & Administrative ................................. $ 12 ------------- Loss Before Income Taxes .................................... $ 12 ------------- Provision for Income Taxes .................................. 0 ------------- Net Loss .................................................... $ 12 ============= PER SHARE DATA: Basic and diluted loss per common share .................. $ 0 ============= Weighted Average Common shares outstanding ............... 12,000,000 ============= The accompanying notes are an integral part of these financial statements. F-4 Liquid Financial Engines, Inc. (A Development Stage Company) Statement of Stockholders' Equity (Deficiency) Deficit Accumulated Common Stock Additional During the ----------------------- Paid-in Development Shares Amount Capital Stage Total ---------- ---------- ---------- ---------- ---------- Inception - September 29, 2008 ... - $ - $ - $ - $ - Common shares issued to Founder for cash at $0.0075 per share (par value $0.0001) on 9/29/08 12,000,000 1,200 7,800 - 9,000 Loss for the period from inception on September 29, 2008 to October 31, 2008 ........... - - - (12) (12) ---------- ---------- ---------- ---------- ---------- Balance - October 31, 2008 ....... 12,000,000 1,200 7,800 (12) 8,988 ========== ========== ========== ========== ========== The accompanying notes are an integral part of these financial statements. F-5 Liquid Financial Engines, Inc. (A Development Stage Company) Statement of Cash Flows For the Period from Inception September 29, 2008 to 31-Oct 2008 -------------- OPERATING ACTIVITIES Loss for the period ........................................ $ 12 Changes in Operating Assets and Liabilities: (Increase) decrease in prepaid expenses ................. - Increase (decrease) in accounts payable ................. - Increase (decrease) in accrued liabilities .............. - Increase in short-term note payable (leasehold) ......... - ---------- Net cash used in operating activities ...................... 12 ---------- INVESTING ACTIVITIES ---------- Net cash used in operating activities ...................... - ---------- FINANCING ACTIVITIES Common stock issued for cash ............................... 9,000 ---------- Net cash provided by financing activities .................. 9,000 ---------- INCREASE IN CASH AND CASH EQUIVALENTS ......................... 9,000 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .............. 0 ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD .................... $ 8,988 ========== Supplemental Cash Flow Disclosures: Cash paid for: Interest expense ........................................ $ - ========== Income taxes ............................................ $ - ========== The accompanying notes are an integral part of these financial statements. F-6 LIQUID FINANCIAL ENGINES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (OCTOBER 31, 2008) NOTE 1. GENERAL ORGANIZATION AND BUSINESS Liquid Financial Engines, Inc. ("Liquid Financial Engines, Inc." or "LFE") is a development stage company, incorporated in the State of Florida on, 09/29/2008, to develop and market financial software systems for banks, brokerage firms, pension funds, family offices, and hedge funds NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES Accounting Basis - ---------------- These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. Cash and Cash Equivalents - ------------------------- For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Earnings (Loss) per Share - ------------------------- The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding. Dividends - --------- The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown. Income Taxes - ------------ The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. F-7 LIQUID FINANCIAL ENGINES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (OCTOBER 31, 2008) SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward Advertising - ----------- The Company expenses advertising as incurred. The advertising since inception has been $0.0 Use of Estimates - ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Revenue and Cost Recognition - ---------------------------- The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost. Property - -------- The company does not own any real estate or other properties. The company's office is located 250 Montgomery Street, Suite 1200, San Francisco, CA 94104 and our telephone number is 415.296.8510. The business office is located at the home of Daniel McKelvey, the CEO of the company at no charge to the company. NOTE 3. INCOME TAXES: The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company's opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Details for the last three years follow: F-8 LIQUID FINANCIAL ENGINES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (OCTOBER 31, 2008) Year Ended October 31 2008 - --------------------- ---- Deferred Tax Asset Valuation Allowance Current Taxes Payable .................... 0.00 --------- Income Tax Expense ....................... $ 0.00 ========= The Company has filed no income tax returns since inception. NOTE 4. STOCKHOLDERS' EQUITY Common Stock - ------------ On September 29, 2008, the Company issued 12,000,000 of its $0.00075 par value common stock for $9,000 cash to the founders of the Company. There are 250,000,000 Common Shares at $0.0001 par value Authorized with 12,000,000 Issued and Outstanding as of October 31, 2008. NOTE 5. RELATED PARTY TRANSACTIONS The officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts. NOTE 6. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period September 29, 2008 (date of inception) through October 31, 2008 the Company has had a net loss of $12. As of October 31, 2008, the Company has not emerged from the development stage. In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon the Company's ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities principally from the sale of equity securities. The Company intends on financing its future development activities and its working capital needs largely from loans and the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. F-9 LIQUID FINANCIAL ENGINES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (OCTOBER 31, 2008) NOTE 7. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS Below is a listing of the most recent accounting standards and their effect on the Company. In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted. In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company's financial position, statements of operations, or cash flows at this time. In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company's financial position, statements of operations, or cash flows at this time. In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities--an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows. F-10 LIQUID FINANCIAL ENGINES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (OCTOBER 31, 2008) In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for "plain vanilla" share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows. In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements--an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows. In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations'. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows. F-11 LIQUID FINANCIAL ENGINES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (OCTOBER 31, 2008) In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities--Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements. In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows. NOTE 8. CONCENTRATIONS OF RISKS Cash Balances - ------------- The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). This government corporation insured balances up to $100,000 through October 13, 2008. As of October 14, 2008 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account. This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009. All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2009. On January 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, will return to at least $100,000 per depositor. Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor. F-12 PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The registrant will pay for all expenses incurred by this offering. Whether or not all of the offered shares are sold, these expenses are estimated as follows: SEC Filing Fee and Printing ............ $ 1,000 * Transfer Agent ......... 0 ------- TOTAL ............. $ 1,000 ------- * estimate RECENT SALES OF UNREGISTERED SECURITIES (a) Prior sales of common shares Liquid Financial Engines, Inc. is authorized to issue up to 250,000,000 shares of common stock with a par value of $0.0001. For the period ended, 2008, we had issued 12,000,000 common shares to our sole officer and director for a total consideration of $9,000.00. Liquid Financial Engines, Inc. 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, Liquid Financial Engines, Inc. has sold the following securities which were not registered under the Securities Act of 1933, as amended: For the period ended October 31, 2008, Liquid Financial Engines, Inc. issued 12,000,000 shares of common stock to the sole officer and director for cash proceeds of $9,000 at 0.00075 per share. 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 Liquid Financial Engines, Inc.* 3.2 Bylaws of Liquid Financial Engines, Inc.* 4.1 Specimen Stock Certificate of Liquid Financial Engines, Inc.* 5.1 Opinion of Counsel (to be supplied by amendment). 23.1 Consent of Accountants.** 23.2 Consent of Counsel (to be supplied by amendment). 99.1 Subscription Agreement of Liquid Financial Engines, Inc.* _________________ * Previously filed ** Filed herewith II-1 (B) DESCRIPTION OF EXHIBITS EXHIBIT 3.1 Articles of Incorporation of Liquid Financial Engines, Inc. dated September 29, 2008 and approved September 29, 2008. EXHIBIT 3.2 Bylaws of Liquid Financial Engines, Inc., approved and adopted on September 29, 2008. EXHIBIT 4.1 Specimen Stock Certificate of Liquid Financial Engines, Inc. EXHIBIT 5.1 Opinion of Counsel (to be supplied by amendment). EXHIBIT 23.1 Consent of Accountants, regarding the use in this Registration Statement of their auditors' report on the financial statements of Liquid Financial Engines, Inc. for the period ending October 31, 2008. EXHIBIT 23.2 Consent of Counsel (to be supplied by amendment). EXHIBIT 99.1 Subscription Agreement of Liquid Financial Engines, Inc. UNDERTAKINGS Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and as expressed in the Act and is, therefore, unenforceable. The Company hereby undertakes to: (1) 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. iii. Include any additional or changed material information on the plan of distribution. II-2 (2) For determining 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 any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Company under Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective. (5) For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities. (6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised by the Securities and Exchange Commission that 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 us of expenses incurred or paid by one of our directors, officers or controlling persons 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, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on this Form S-1. Furthermore, the registrant has authorized this registration statement and has duly caused this Form S-1 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on this day of January 12, 2009. Liquid Financial Engines, Inc. /s/ Daniel McKelvey --------------- Daniel McKelvey 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 Daniel McKelvey, 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 filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Form S-1 registration statement has been signed by the following persons in the capacities and on the dates indicated: /s/ Daniel McKelvey January 12, 2009 --------------- Daniel McKelvey President and Director Principal Executive Officer Principal Financial Officer Principal Accounting Officer