UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
AMENDMENT NO. 2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Mobieyes Software, Inc.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation or organization)
7372
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(Primary Standard Industrial Classification Code Number)
26-4065800
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(I.R.S. Employer Identification Number)
Kevin Miller
14835 East Bluff Road, Milton, GA 30004
678.467.0122
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(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)
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Common Stock
by Company 3,000,000 $0.01 $30,000 $1.18
(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.
ii
Mobieyes Software, Inc.
3,000,000 SHARES OF COMMON STOCK
PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC TRADING MARKET FOR THE COMMON
STOCK OF MOBIEYES SOFTWARE, INC. ("MOBIEYES"). MOBIEYES SOFTWARE, INC IS
REGISTERING UP TO 3,000,000 SHARES OF COMMON STOCK AT AN OFFERING PRICE OF
$0.01. THE MAXIMUM AMOUNT TO BE RAISED IS $ 30,000 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 MOBIEYES SOFTWARE, 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 MOBIEYES SOFTWARE, INC. WILL NOT CREATE AN
ESCROW ACCOUNT INTO WHICH THE PROCEEDS FROM ANY SHARES WILL BE PLACED. THE
PROCEEDS FROM ALL SHARES SOLD BY MOBIEYES SOFTWARE, 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. MOBIEYES SOFTWARE, 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
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SUMMARY OF OUR OFFERING................................................. 2
SUMMARY OF FINANCIAL INFORMATION........................................ 7
DESCRIPTION OF PROPERTY................................................. 7
RISK FACTORS............................................................ 8
USE OF PROCEEDS......................................................... 18
DETERMINATION OF OFFERING PRICE......................................... 18
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES........................... 18
THE OFFERING BY THE COMPANY............................................. 19
PLAN OF DISTRIBUTION.................................................... 19
LEGAL PROCEEDINGS....................................................... 21
BUSINESS................................................................ 21
STRATEGY................................................................ 21
THE MARKET.............................................................. 22
MANAGEMENT.............................................................. 25
SALES AND MARKETING..................................................... 25
COMPETITION............................................................. 25
STAFFING................................................................ 26
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............... 27
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL.................. 27
CODE OF BUSINESS CONDUCT AND ETHICS..................................... 31
BACKGROUND OF OFFICERS AND DIRECTORS.................................... 31
EXECUTIVE COMPENSATION.................................................. 32
PRINCIPAL STOCKHOLDERS.................................................. 33
DESCRIPTION OF SECURITIES............................................... 34
REPORTING............................................................... 35
STOCK TRANSFER AGENT.................................................... 35
STOCK OPTION PLAN....................................................... 35
LITIGATION.............................................................. 35
EXPERTS................................................................. 36
FINANCIAL STATEMENTS.................................................... F-1
Part II
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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
Mobieyes Software, Inc. has 12,000,000 shares of common stock issued and
outstanding and is registering an additional 3,000,000 shares of common stock
for offering to the public. The company may endeavor to sell all 3,000,000
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. MOBIEYES SOFTWARE, INC. will receive
all proceeds from the sale of the common stock.
3,000,000 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 15,000,000 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.
Mobieyes Software, Inc. may not be able
to meet the requirement for a public
listing or quotation of its common
stock. Further, even if Mobieyes
Software, 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 Mobieyes Software, Inc.
2
Termination of the offering The offering will conclude when all
3,000,000 shares of common stock have
been sold, or 90 days after this
registration statement becomes effective
with the Securities and Exchange
Commission. Mobieyes Software, Inc. 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. MOBIEYES
SOFTWARE, 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 MOBIEYES SOFTWARE, INC.
Mobieyes Software, Inc. (MES) is a mobile enterprise software company aimed at
improving the productivity of the field service organization. MES is a
development stage company. MES has been focused on the development of the
business plan. The company has not developed any prototypes or products and has
very limited business operations.
MES intends to revolutionize the efficiencies of the service chain for high
technology products using its cutting edge mobile and wireless platform. These
are the intentions of the company, however there can be no assurances that these
intentions will materialize.
The software market for the maintenance and repair of high technology products
is a multi-billion market with no dominant software platform. MES aims to be the
dominant mobile/wireless platform for the service organization of the enterprise
with first year focus on one segment of the field service market - maintenance
and repair. Several large and secondary field force (service and sales) markets
are also available and can be addressed by MES once sufficient traction is
gained in the field service, maintenance and repair space. Blumberg Advisory
Group estimates the total market opportunity of $70 billion over the next four
years.
MES intends to target the field service market because the existing technology
is ripe for change. Currently, field service workers are plagued by several
problems:
o Limited or manual access to field service information (parts, inventory,
etc.)
o Inefficient or cumbersome communications tools (fax, pagers, cell phones,
laptops)
o Time-consuming, paper intensive processes
3
MES believes wireless technology offers the capability to solve these
challenges. However, the proliferation of wireless devices and general
acceptance of mobile connectivity to corporate data is not without challenges.
To be truly successful, wireless solutions must address the following issues:
o Small wireless devices can be frustrating to use when navigating large
volumes of data
o Small devices have limited real estate (i.e., screen sizes) and input
capabilities
o Mobile solutions can require significant investments in development and
support
MES' solution
MES plans to develop a technology platform to deliver a cost-effective,
server-based solution providing quick and efficient real-time access to
enterprise data for mobile workers. MES is a development stage company.
MES' proposed initial product, which hasn't been developed yet, the Mobile
Navigator, will allow businesses to link mobile field service professionals with
information from a variety of sources, using any wireless or mobile device. The
technology will guide the user by responding to queries with questions and menus
tailored to that search. Menus will be driven by the data and only data relevant
to the interaction is displayed. Once the user has located the information, they
will be able to conduct transactions by querying and/or updating various
components of the enterprise data.
The company plans to develop the technology platform as a complete solution,
easily configured for multiple data sources, with a management console for
routine administration and reporting. MES' solution will be unobtrusively
integrated within an enterprise's technology architecture. The MES solution will
require no changes to production database. MES' self-contained repository will
be external to the production data, thereby minimizing impact to production
systems while providing consistent and acceptable performance to mobile users.
Furthermore, MES' solution will be able to adapt easily to emerging device
standards.
MES' utilities will be designed to reduce the cost of ownership because changes
to production data are planned to be automatically reflected in the dynamic
menus. MES' mobile and wireless platform, which is not developed yet, intends to
deliver the following benefits:
o Provides a consistent user experience across multiple devices and
information sources,
o Speeds application deployment by "automatic" generation of menus,
o Reduces update costs because changing data is automatically reflected in
the dynamic menus,
o Improves adoption rate due to the Mobile Navigator's(TM) intuitive user
interface,
o Minimizes IT risk and optimizes performance by using a self-contained
repository.
4
The service organization of the enterprise will realize a rapid return on
investment (ROI) from MES' solution. Samples of the productivity increases
realized with MES' solution will be:
o Increase field service personnel's productivity,
o Increase field service billable hours,
o Reduction of cost of each service call,
o Reduction of cost for field service support and,
o Reduction of cost due to wrong parts being ordered.
Most importantly, quick and accurate responses in field service boost customer
satisfaction - the ultimate goal of every service organization.
Our business and registered office is located at 14835 East Bluff Road, Milton,
GA 30004. Our contact number is 678.467.0122.
As of January 31, 2009, Mobieyes Software, Inc. had raised $7,500 through the
sale of its common stock. There is $7,600 of cash on hand in the corporate bank
account. The Company currently has liabilities of $100 represented by loan
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
Mobieyes Software, Inc. has 12,000,000 shares of common stock issued and
outstanding and is registering an additional 3,000,000 shares for offering to
the public. The Company will endeavor to sell all 3,000,000 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. Mobieyes Software, Inc. will receive
all proceeds from the sale of the common stock.
- --------------------------------------------------------------------------------
Securities being offered by 3,000,000 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 15,000,000 common shares will be issued
after the offering of common and outstanding after this offering is
shares. completed.
- --------------------------------------------------------------------------------
5
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.
Mobieyes Software, Inc. may not be able
to meet the requirement for a public
listing or quotation of its common
stock. Further, even if Mobieyes
Software, Inc.'s common stock is quoted
or granted a listing, a market for the
common shares may not develop.
- --------------------------------------------------------------------------------
Use of proceeds Mobieyes Software, Inc. will receive all
proceeds from the sale of the common
stock. If all 3,000,000 common shares
being offered are sold, the total gross
proceeds to the Company would be
$30,000. 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 Mobieyes Software Inc.
- --------------------------------------------------------------------------------
Termination of the offering The offering will conclude when all
3,000,000 shares of common stock have
been sold, or 90 days after this
registration statement becomes effective
with the Securities and Exchange
Commission. Mobieyes Software, 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. Mobieyes
Software, 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.
6
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 JANUARY 31, 2009
------------- ----------------------
Total Assets $7,600
Total Liabilities $ 100
Shareholder's Equity $7,500
OPERATING DATA JANUARY 1, 2009 THROUGH JANUARY 31, 2009
-------------- ------------------------------------------
Revenue $ 0.00
Net Loss $79.00
Net Loss Per Share $ 0.00
As indicated in the financial statements accompanying this prospectus, Mobieyes
Software, 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 14835 East Bluff Road, Milton, GA 30004. The business
office is located at the office of Kevin Miller, the CEO, of the company at no
charge.
SUMMARY OF OUR FINANCIAL INFORMATION
Balance Sheet
As of January 31, 2009
------------------------------------
Total Assets ............ $7,600
Total Liabilities ....... $ 100
Equity .................. $7,500
Operating Data
For the Year ended January 31, 2009
------------------------------------
Revenue ................. Nil
Net Loss ................ $ 79
Net Loss Per Share ...... $ 0
Mobieyes Software, Inc. has no revenues and has lost $79 since inception.
Mobieyes Software, Inc. has had limited operations (and has been issued a "going
concern" opinion by its auditor.
7
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. MES should be viewed as a high-risk investment and
speculative in nature. An investment in our common stock may result in a
complete loss of the invested amount. Please consider the following risk factors
before deciding to invest in our common stock.
AUDITOR'S GOING CONCERN
- -----------------------
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF MOBIEYES SOFTWARE, INC. TO
CONTINUE ITS OPERATIONS AS A GOING CONCERN
In their audit report dated January 31, 2009; 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 Mobieyes Software, 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
"January 31, 2009 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 MOBIEYES SOFTWARE, 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 could have costs related to (i) the development of products, (ii)
administrative expenses and (iii) 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.
8
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.
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.
9
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. Mobieyes Software, 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.
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 15,000,000 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.
10
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
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.
11
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 January 15, 2009 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.
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.
12
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. Miller, 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.
Miller, 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.
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 have not developed any
products or prototypes. We were incorporated on January 15, 2009 and to date
have been involved primarily in the design of our business plan and we have no
business operations. There is substantial risk that our expectations concerning
development, operations, and performance will not be met. In addition, there
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.
13
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.
MOBIEYES SOFTWARE, 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.
14
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 mobile 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.
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
15
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.
Kevin Miller, 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 Kevin Miller, 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.
16
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 mobile 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.
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.
17
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 proceeds from the
sale will be used primarily for the development of the business and marketing
plan. Any funds left over after the business and marketing plan are completed
will be used for general working capital purposes. There will not be sufficient
funds for any product prototyping or development.
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.
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 $7,500 $15,000 $22,500 $30,000
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 Mobieyes Software, 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 January 15, 2009.
The company's sole officer and director paid $0.000625 per share, a difference
of $0.009375 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 .............. $ 0.0025
Increase to present stockholders in net tangible book value
per share after offering ................................... $ 0.001875
Capital contributions ......................................... $ 7,500
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 ........................ 80%
18
PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
- --------------------------------------------------------
Price per share ............................................... $ 0.01
Dilution per share ............................................ $ 0.0075
Capital contributions ......................................... $ 30,000
Percentage of capital contributions ........................... 80%
Number of shares after offering held by public investors ...... 3,000,000
Percentage of ownership after offering ........................ 20%
THE OFFERING BY THE COMPANY
Mobieyes Software, Inc. is registering 3,000,000 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, Kevin
Miller, 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 3,000,000 common shares. The price per share
is $0.01.
In the event the company receives payment for the sale of their shares, Mobieyes
Software, Inc. will receive all of the proceeds from such sales. Mobieyes
Software, 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 Kevin
Miller 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 3,000,000 shares of common stock have been sold, or 90 days after this
registration statement becomes effective with the Securities and Exchange
Commission. Mobieyes Software, 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.
19
In connection with his selling efforts in the offering, Kevin Miller 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. Kevin Miller
is not subject to any statutory disqualification, as that term is defined in
Section 3(a)(39) of the Exchange Act. Kevin Miller 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. Kevin Miller 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, Kevin Miller will continue to
primarily perform substantial duties for us or on our behalf otherwise than in
connection with transactions in securities. Kevin Miller 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 3,000,000 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.
Mobieyes Software, Inc. will receive all proceeds from the sale of the shares by
the company. The price per share is $0.01. However, Mobieyes Software, 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.
Mobieyes Software, Inc. will pay all expenses incidental to the registration of
the shares (including registration pursuant to the securities laws of certain
states).
20
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
Mobieyes Software, Inc. ("MES" or the "Company") is a development stage company
and was incorporated in Florida on January 15, 2009, to develop and market
mobile software. MES is a mobile enterprise software company aimed at improving
the productivity of the field service organization. MES is revolutionizing the
efficiencies of the service chain for high technology products by intending to
use its cutting edge mobile and wireless platform.
The software market for the maintenance and repair of high technology products
is a multi-billion market with no dominant software platform. MES aims to be the
dominant mobile/wireless platform for the service organization of the enterprise
with first year focus on one segment of the field service market - maintenance
and repair. Several large and secondary field force (service and sales) markets
are also available and can be addressed by MES once sufficient traction is
gained in the field service, maintenance and repair space. Blumberg Advisory
Group estimates the total market opportunity of $70 billion over the next four
years.
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.
The following description of our business is intended to provide an
understanding of our Company and our strategic bearing.
STRATEGY
Mobieyes Software, Inc. intends to build a world-class mobile software firm by
developing enterprise software solutions to address field service needs across
various industries. MES has developed the following business strategy to address
the field service opportunity:
MES is targeting the field service market because the existing technology is
ripe for change. Currently, field service workers are plagued by several
problems:
o Limited or manual access to field service information (parts, inventory,
etc.)
21
o Inefficient or cumbersome communications tools (fax, pagers, cell phones,
laptops)
o Time-consuming, paper intensive processes
MES believes wireless technology offers the capability to solve these
challenges. Also, IDC predicts field service personnel will show the greatest
relative growth of any mobile segment. "IDC's Where's the Office? US Remote and
Mobile Worker Market Review and Forecast, IDC 19692.
However, the proliferation of wireless devices and general acceptance of mobile
connectivity to corporate data is not without challenges. To be truly
successful, wireless solutions must address the following issues:
o Small wireless devices can be frustrating to use when navigating large
volumes of data
o Small devices have limited real estate (i.e., screen sizes) and input
capabilities
o Mobile solutions can require significant investments in development and
support
MES is aggressively pursuing its strategy with software, services and Internet
applications in the areas of marketing, selling, and managing field service
relationships. In order to effectively execute its rapid growth strategy, MES is
initially focused on the consumer retail and technology markets.
Kevin Miller, our CEO, prior to the start up of MES has been instrumental in
validating the business concept of MES. 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
Large Market Opportunity: Field Service
Field Service is a market that encompasses the people and processes that address
service and support after the sale has been made. Field Service personnel
include those who staff help desks, perform scheduling and dispatching tasks, as
well as those who go on-site to install or repair devices. For intangible
products, most post-sales service is provided over the phone, by fax, by letter,
or by electronic mail. For tangible goods, post-sales service frequently
involves a site visit by a technician.
The field service problem, from the perspective of the service provider, is to
maximize customer satisfaction while minimizing the cost of service delivery.
Solving this problem is very difficult because (a) customer satisfaction is
subjectively determined and (b) the service delivery cost function contains
numerous parameters. However, in general a near-optimal solution can always be
achieved if "the problem is fixed the first time." That is, irrespective of the
product or problem, if the field service person can rectify the problem in one
interaction, then it is highly likely that (a) customer satisfaction increases
and (b) cost of service is minimized.
22
Yet, this optimal outcome rarely occurs. Increased product complexity,
inadequate field service training, high rates of field service turnover,
unavailability of vital parts, misstatement of problem symptoms, non-current
diagnostic or repair guidelines, lack of access to customer or part data,
mistyping of detailed part numbers - any or all of these factors can negatively
impact a particular situation. Usually, if even one of them occurs, the problem
will not be fixed the first time. And when the problem cannot be fully corrected
on the initial interaction, the outcome will be not only sub-optimal, but also
potentially disastrous - from either a cost or a customer satisfaction
perspective, or both.
Thus, a fundamental building block of MES's mission is to push field service
outcomes in the direction of optimal resolution. This opportunity has arisen
because of several factors:
o High-technology field service is an extremely large, growing market.
o Most leading software companies tend to overlook the opportunity in field
service applications.
o Software companies with field service applications tend to be conservative
and slow-to-adapt to new technology.
o Field service has specialized requirements to which MES' technology will
be well suited
o The converging trends of the World-wide Web, XML, and emerging digital
wireless data transmission standards combine to create special timing on
which MES can capitalize.
For purposes of our analysis, we consider the field service market to be the
investment and expenditure in services provided after-the-sale. Specific
services in the maintenance and repair segment may include:
o Installation/assembly,
o Routine maintenance,
o Diagnosis,
o Repair,
o Replacement, or
o De-installation (removal)
There are a number of factors that account for the high growth trend. The
principal contributing factors are:
o Growing complexity of products and product modules.
o Integration of complex products into interdependent networks and
assemblies.
o Shorter product release cycles that push new products into the field at
ever-increasing rates.
o Growing dependence by end-use customers on the use of technology in
mission-critical operations.
23
o Inability of field service personnel to keep pace with the rate of product
complexity, product interdependence, product introductions, and customer
demands for immediate service.
Listed below are the statistics for the total addressable market size of field
service, maintenance and repair. MES has set its sales and marketing priorities
to focus in the area of field service organizations for high-tech products with
field forces in excess of 50 personnel.
TOTAL ADDRESSABLE MARKET
According to Blumberg Advisory Group, the market for field force mobile and
wireless automation consists of eight segments in Field Service:
o Information Systems
o Office Automation
o Telecom Equipment
o Medical Electronics
o Plant Automation
o Building Systems
o Retail / Point of Sale
o Other
The table below shows the total addressable market for MES across all field
service segments. The total addressable market potential for the period 2005
through 2009 is over $70 billion.
(1)TOTAL ADDRESSABLE MARKET FOR HARDWARE & SOFTWARE
RELATED TO ALL FIELD SERVICE TYPES BY SEGMENT ($ BILLIONS)
----------------------------------------------------------
Information Systems .. 3.06 3.67 4.43 5.71
Office Automation .... 1.20 1.35 1.51 1.96
Telecom Equipment .... 2.38 2.84 3.42 4.41
Medical Electronics .. 0.82 1.00 1.20 1.56
Plant Automation ..... 2.20 2.68 3.21 4.13
Building Systems ..... 0.75 0.89 1.03 1.34
Retail/P.O.S ......... 1.99 2.38 1.50 3.70
Other ................ 0.86 1.01 1.18 1.54
----- ----- ----- -----
TOTAL ................ 13.26 15.81 17.47 24.35
===== ===== ===== =====
Blumberg Advisory Group breaks down the overall Field Service market into three
distinct types:
o Field Maintenance and Repair
o Professional and Technical Services
o Logistics and Other Support Services
The table below shows the size of the initial target market for MES across all
segments, with a focus on the Field Service type, Field Maintenance and Repair.
This target market represents approximately 50% of the total addressable market
or $35 billion for the period 2007 through 2010.
24
(1)MES' TARGET MARKET FOR HARDWARE & SOFTWARE RELATED TO FIELD SERVICE TYPE:
MAINTENANCE & REPAIR BY SEGMENT ($ BILLIONS)
----------------------------------------------------------------------------
2007 2008 2009 2010
---- ---- ---- ----
Information Systems .. 1.71 1.99 2.32 2.89
Office Automation .... 0.67 0.73 0.79 0.99
Telecom Equipment .... 1.33 1.54 1.79 2.23
Medical Electronics .. 0.46 0.54 0.63 0.79
Plant Automation ..... 1.23 1.45 1.68 2.09
Building Systems ..... 0.42 0.48 0.54 0.68
Retail/P.O.S. ........ 1.11 1.29 1.50 1.87
Other ................ 0.48 0.55 0.62 0.78
---- ---- ---- -----
TOTAL ................ 7.42 8.58 9.89 12.32
==== ==== ==== =====
(1)Market size data in this section are taken from Blumberg, D. and Snyder, R.,
A New Strategic View of the U.S. Service Market: Size, Structure, Segmentation,
and Trends, Blumberg Advisory Group, Ft. Washington, PA, 2006.
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
MES will have a limited direct sales force that will be dedicated to marketing
and selling services to clients seeking field service solutions. MES expects to
grow the sale force conservatively in both Georgia and other states in the south
east. The sales team will identify prospects, develop opportunities, close
sales, and manage client relationships.
To achieve market penetration, MES will leverage the indirect sales channel.
Indirect sales will be produced through business development efforts to create
strategic partnerships with SI's and ISV's to not only leverage their sales
force but also to leverage their install base. SI partners will also be employed
to augment our professional services staff for implementations. MES' strategy is
to quickly establish relationships with the market leaders as they position
themselves to respond to their customer's mobile and wireless needs.
COMPETITION
There have been a lot of internally developed solutions in our target market and
according to Blumberg Advisory Group. In the next four years, there will be a
17.9% reduction in internally developed solutions and 22.7% increase in vendor
solutions.
Companies that have targeted the field service application market:
CRM VENDORS LIKE ORACLE, SALESFORCE.COM AND NORTEL/CLARIFY
Traditional CRM vendors such as Siebel address the wireless market from an
add-on perspective. The add-on is not a core focus and have difficulty competing
because their wireless / mobile solution is:
25
o Thin in functionality; generally provides access to only a few record
types or small amount of data, and is not equipped to perform a full set
of field transactions such as update, add and insert records.
o Designed as a single vendor solution and does not integrate or support
wireless access to other 3rd party applications - virtually every
enterprise has a minimum of two application suites such as CRM & ERP.
The traditional CRM and ERP companies such as Oracle, SAP, etc. understand
customer applications and the desktop but their core competency is not in the
area of information solutions for the field force with wireless / mobile
devices.
PURE PLAY WIRELESS VENDORS LIKE BRIENCE, NETMORF
These companies have looked at the market from the activities of the front
office, which means they are more geared towards the sales person, rather than
the service person. Part of that is because of their inability to deal with data
from the back office, which is more voluminous, which is where most of the data
needed by field engineers resides.
TRADITIONAL COMPUTERIZED MAINTENANCE MANAGEMENT SYSTEMS (CMMS)
These are legacy systems with very proprietary architecture that cannot
accommodate the paradigms of the wireless world and small screen devices. These
systems were made in a client-server environment for the laptop. These systems
are also very difficult to implement.
MES' opportunity and competitive advantage will come from our capabilities to:
o Provide the most efficient use of small screen devices
o Allow a single, open platform to talk to multiple back-end systems
o Provide secure, scalable and quick implementations
o Provide field service personnel with service information from multiple
ERP, CRM or legacy database sources
There are no dominant players that address our target market with these types of
capabilities.
STAFFING
As of January 31, 2009, Mobieyes Software, Inc. has no permanent staff other
than its sole officer and director, Kevin Miller, who is the President and
Chairman of the company. Kevin Miller has the flexibility to work on Mobieyes
Software, 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, Mobieyes Software, Inc. has no employees other than its current sole
officer and director, Kevin Miller, 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.
26
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 MOBILE
SOFTWARE.
We have not yet generated any products nor 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 January 31, 2009, the company's business operations have
primarily been focused on developing our business plan and market research.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
THERE IS NO HISTORICAL FINANCIAL INFORMATION ABOUT US UPON WHICH TO BASE AN
EVALUATION OF OUR PERFORMANCE. MOBIEYES SOFTWARE, INC. WAS INCORPORATED IN THE
STATE OF FLORIDA ON JANUARY 15, 2009; 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.
27
Since inception, to January 31, 2009, Mobieyes Software, Inc. has spent a total
of $79.00 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 $79.00 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 January 31, 2009,
Mobieyes Software, Inc. issued 12,000,000 shares of common stock to our sole
officer and director for cash proceeds of $7,500 at $0.000625 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 execution includes market
studies and validation, identifying and hiring key personnel, developing the
detailed strategies and implementation plans, and identifying key risk factors
in executing the business plan. The company does not anticipate these funds will
provide enough capital for any product development. Therefore, 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
Company's assets. The company is willing to grant such interest to secure the
necessary funding.
Through January 31, 2009, we have spent a total of $79.00 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
28
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)
- ---------------- --- ---------------------
Kevin Miller 50 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.
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:
29
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
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, chief financial officer, and
principle accounting 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
30
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 January 2009 we adopted a Code of Ethics and Business Conduct which is
applicable to Mr. Miller, any 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,
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 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 filing.
BACKGROUND OF OFFICERS AND DIRECTORS
Kevin Miller, PRESIDENT, CEO, DIRECTOR, SECRETARY/TREASURER
RESUME
Mr. Miller was the president and CEO, then Chairman, of a specialty construction
and metal business for over 10 years, involved in all aspects of the business.
After selling that business to his partners, Mr. Miller served as a co-founder
or co-sponsor for numerous industry consolidations, including Quanta Services,
Inc., a NYSE company, which is a leading provider of specialized contracting
services for the electric power and telecommunications industries and US
Concrete, a NASDAQ company, which is leading provider of concrete products.
Mr. Miller has made several investments in both private and public technology
and communications companies (PIPEs).
Mr. Miller has a BS in Construction Science from Kansas State University.
31
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 Kevin Miller's
devotion of time to projects that do not involve us. In the event that Kevin
Miller ceases devoting time to our operations, he has agreed to resign as an
officer and director.
EXECUTIVE COMPENSATION
Kevin Miller 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 2009. 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, 2009.
CAPACITIES IN WHICH AGGREGATE
NAME OF INDIVIDUAL REMUNERATION WAS RECEIVED REMUNERATION
- ------------------ ------------------------- ------------
Kevin Miller 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. Kevin Miller 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, Mobieyes Software, 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.
32
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.
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
- ------------------------ ---------------- -------------- --------------
Kevin Miller 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. Kevin Miller is
the only "promoter" of our company.
For the period ended January 31, 2009, 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
33
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 3,000,000 of its common shares, in addition to
the 12,000,000 shares currently issued and outstanding. The price per share is
$0.01 (please see "Plan of Distribution" below).
The 12,000,000 shares currently issued and outstanding were acquired by our sole
officer and director for the period ended, January 31, 2009. We issued a total
of 12,000,000 common shares for consideration of $7,500, which was accounted for
as a purchase of common stock.
In the event the company receives payment for the sale of their shares, Mobieyes
Software, Inc. will receive all of the proceeds from such sales. Mobieyes
Software, 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.
34
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.
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, Mobieyes Software, Inc. will act as its own transfer
agent.
STOCK OPTION PLAN
The Board of Directors of Mobieyes Software, 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. Mobieyes
Software, 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.
35
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, January 31st,
2009 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.
36
MOBIEYES SOFTWARE, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
JANUARY 31, 2009
(Audited)
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
MOBIEYES SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
We have audited the accompanying balance sheet of Mobieyes Software, Inc. (A
Development Stage Company) as of January 31, 2009, and the related statements of
operations, stockholders' equity (deficit) and cash flows from inception on
January 15, 2009 through January 31, 2009. 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 Mobieyes Software, Inc. (A
Development Stage Company) as of January 31, 2009, and the related statements of
operations, stockholders' equity and cash flows from inception on January 15,
2009 through January 31, 2009, 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 $79, 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
February 12, 2009
6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
------------------------------------------------------------------------------
F-2
MOBIEYES SOFTWARE, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
------
AS OF
JANUARY 31,
2009
-----------
CURRENT ASSETS
Cash and cash equivalents ...................................... $ 7,600
----------
Total current assets ......................................... 7,600
----------
----------
TOTAL ASSETS ..................................................... $ 7,600
==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------
CURRENT LIABILITIES
Loan from Officer (See notes to financial statements) .......... 100
----------
Total liabilities ............................................ 100
==========
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 ................................... 6,379
Deficit accumulated during the development stage ............. (79)
----------
Total Stockholders' Equity (Deficiency) ........................ 7,500
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....................... $ 7,600
==========
The accompanying notes are an integral part of these financial statements.
F-3
MOBIEYES SOFTWARE, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIOD
FROM INCEPTION
JANUARY 15,
2009 TO
JANUARY 31, 2009
----------------
REVENUES .................................................... $ 0
---------------
EXPENSES
General & Administrative .................................. $ 79
---------------
Loss Before Income Taxes .................................... $ 79
---------------
Provision for Income Taxes .................................. 0
---------------
Net Loss .................................................... $ 79
===============
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
MOBIEYES SOFTWARE, 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 -
January 15, 2009 ...... - $ - $ - $ - $ -
Common shares issued
to Founder for cash
at $0.00625 per share
(par value $0.0001)
on 1/15/2009 ........ 12,000,000 1,200 6,300 - 7,500
Contributed Capital .. - - 79 - 79
Loss for the period
from inception on
January 15, 2009 to
January 31, 2009 .... - - - (79) (79)
---------- ------ ---------- ---------- -------
Balance -
January 31, 2009 ...... 12,000,000 1,200 6,379 (79) 7,500
========== ====== ========== ========== =======
The accompanying notes are an integral part of these financial statements.
F-5
MOBIEYES SOFTWARE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD
FROM INCEPTION
JANUARY 15,
2009 TO
JANUARY 31, 2009
----------------
OPERATING ACTIVITIES
Loss for the period ....................................... $ (79)
---------------
Changes in Operating Assets and Liabilities:
(Increase) decrease in prepaid expenses ................. -
Increase (decrease) in accounts payable ................. -
Increase (decrease) in accrued liabilities .............. -
Short-term note payable ................................. 100
---------------
Net cash used in operating activities ..................... -
---------------
INVESTING ACTIVITIES
---------------
Net cash used in operating activities ..................... 79
---------------
FINANCING ACTIVITIES
Common stock issued for cash .............................. 7,500
---------------
Net cash provided by financing activities ................. 7,579
---------------
INCREASE IN CASH AND CASH EQUIVALENTS ....................... 7,600
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............ 0
---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .................. $ 7,600
===============
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest expense ........................................ $ -
===============
Income taxes ............................................ $ -
===============
The accompanying notes are an integral part of these financial statements.
F-6
MOBIEYES SOFTWARE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(JANUARY 31, 2009)
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Mobieyes Software Inc. ("Mobieyes Software Inc." or "MES") is a development
stage company, incorporated in the State of Florida on, January 15, 2009, to
improve the productivity of the field service organization. MES intends to
revolutionize the efficiencies of the service chain for high technology products
using its cutting edge mobile and wireless platform.
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. 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
F-7
MOBIEYES SOFTWARE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(JANUARY 31, 2009)
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 14835 East Bluff Road, Milton, GA 30004 and our telephone
number is 678.467.0122. The business office is located at the home of Kevin
Miller, 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
MOBIEYES SOFTWARE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(JANUARY 31, 2009)
Year Ended January 31 2009
--------------------- ----
Deferred Tax Asset ........ $ 0.00
Valuation Allowance ....... 0.00
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 January 15, 2009, the Company issued 12,000,000 of its $0.0001 par value
common stock at $0.00625 per share for $7,500 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 January 31, 2009.
NOTE 5. RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They 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.
Kevin Miller, President loaned the Company $100.00 to open the Corporate bank
account. We anticipate repaying the loan by February 28, 2009.
NOTE 6. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period January 15, 2009 (date
of inception) through January 31, 2009 the Company has had a net loss of $79. As
of January 31, 2009, 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.
NOTE 7. SUBSEQUENT EVENTS
The note in the amount of $100 from Kevin Miller was paid back February 4, 2009.
F-9
MOBIEYES SOFTWARE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(JANUARY 31, 2009)
NOTE 8. 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
MOBIEYES SOFTWARE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(JANUARY 31, 2009)
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.
F-11
MOBIEYES SOFTWARE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(JANUARY 31, 2009)
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.
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.
F-12
MOBIEYES SOFTWARE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(JANUARY 31, 2009)
NOTE 9. 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-13
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
Mobieyes Software, 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, January 31,
2009, we had issued 12,000,000 common shares to our sole officer and director
for a total consideration of $7,500.
Mobieyes Software, 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, Mobieyes Software, Inc. has sold the following securities
which were not registered under the Securities Act of 1933, as amended:
For the period ended January 31, 2009, Mobieyes Software, Inc. issued 12,000,000
shares of common stock to the sole officer and director for cash proceeds of
$7,500 at 0.000625 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 Mobieyes Software, Inc.*
3.2 Bylaws of Mobieyes Software, Inc.*
4.1 Specimen Stock Certificate of Mobieyes Software, 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 Mobieyes Software, Inc.*
_________________
* Previously filed
** Filed herewith
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(B) DESCRIPTION OF EXHIBITS
EXHIBIT 3.1
Articles of Incorporation of Mobieyes Software, Inc. dated January 15, 2009 and
approved January 15, 2009.
EXHIBIT 3.2
Bylaws of Mobieyes Software, Inc., approved and adopted on January 15, 2009.
EXHIBIT 4.1
Specimen Stock Certificate of Mobieyes Software, 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 Mobieyes Software, Inc.
for the period ending January 31, 2009.
EXHIBIT 23.2
Consent of Counsel (to be supplied by amendment).
EXHIBIT 99.1
Subscription Agreement of Mobieyes Software, Inc.
UNDERTAKINGS
The undersigned registrant 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.
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(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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
The undersigned Registrant hereby undertakes that for the purpose of determining
liability under the Securities Act to any purchaser, if the Registrant is
subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milton, Georgia, on this
day of April 8, 2009.
Mobieyes Software, Inc.
/s/ Kevin Miller
------------
Kevin Miller
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 Kevin Miller, 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 any registration statement relating to the
offering covered by this Registration Statement and filed pursuant to Rule
462(b) under the Securities Act of 1933 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents or their 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/ Kevin Miller April 8, 2009
---------------
Kevin Miller
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
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