UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
AMENDMENT No. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BENEFIT SOLUTIONS OUTSOURCING CORP.
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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)
7380
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(Primary Standard Industrial Classification Code Number)
27-2565276
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(I.R.S. Employer Identification Number)
Jamie Mills
1136 Lead Hill Blvd., Suite 100,
Roseville, CA 95661
530-306-1365
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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
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(Approximate date of commencement of proposed sale to the public)
This is the initial public offering of the Company's common stock.
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: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting Company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting Company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting Company [X]
(Do not check if a smaller reporting Company)
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Unit(1) Offering Price Fee(2)
- ------------- ---------- -------------- -------------- ----------
Common Stock
by Company 3,000,000 $0.01 $30,000 $2.14
(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(a).
(3) There is no minimum amount of shares that must be sold in the offering. If
we do not sell any shares, the Company will lose $5,000 in expenses. If the
Company sells all the shares, the Company will net $25,000 after expenses. If
the Company sells only 50% of the shares (1,500,000 shares), the net proceeds
will be $10,000.
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.
SUBJECT TO COMPLETION, DATED AUGUST __, 2010
The information in this prospectus is not complete and may be changed. Benefit
Solutions Outsourcing Corp. may not sell these securities until the registration
statement filed with the U.S. Securities and Exchange Commission is deemed
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
PROSPECTUS
3,000,000 SHARES OF COMMON STOCK
BENEFIT SOLUTIONS OUTSOURCING CORP.
$0.01 PER SHARE
Benefit Solutions Outsourcing, Corp
3,000,000 SHARES OF COMMON STOCK
This registration statement constitutes the initial public offering of Benefit
Solutions Outsourcing Corp. ("the Company", "us", Benefit Solutions Outsourcing,
or "BSO") common stock. Benefit Solutions Outsourcing is registering 3,000,000
shares of common stock at an offering price of $0.01 per share for a total
amount of $30,000. The Company will sell the securities in $500 increments.
There are no underwritings or broker dealers involved with the offering.
The Company's sole officer and director, Mr. Jaime Mills, will be responsible to
market and sell these securities. The Company will offer the securities on a
best efforts basis and there will be no minimum amount required to close the
transaction. If all the shares are not sold, there is the possibility that the
amount raised may be minimal and might not even cover the costs of the offering
which the Company estimates at $5,000. The proceeds from the sale of the
securities will be placed directly into the Company's account and there will not
be an escrow account. All proceeds from the sale of the securities are
non-refundable, except as may be required by applicable laws. The Company will
pay all expenses incurred in this offering. There has been no public trading
market for the common stock of Benefit Solutions Outsourcing.
The offering will be closed at the earlier of 90 days after the registration
statement becomes effective or all of the shares are sold in 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 6.
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.
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 August __, 2010
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TABLE OF CONTENTS
Page No.
SUMMARY OF OUR OFFERING................................................. 3
SUMMARY OF FINANCIAL DATA............................................... 6
DESCRIPTION OF PROPERTY................................................. 6
RISK FACTORS............................................................ 6
USE OF PROCEEDS......................................................... 14
DETERMINATION OF OFFERING PRICE......................................... 14
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES........................... 15
THE OFFERING BY THE COMPANY............................................. 15
PLAN OF DISTRIBUTION.................................................... 16
LEGAL PROCEEDINGS....................................................... 17
BUSINESS................................................................ 17
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............... 22
CODE OF BUSINESS CONDUCT AND ETHICS..................................... 26
BACKGROUND OF OFFICER AND DIRECTOR...................................... 27
CERTAIN TRANSACTIONS AND RELATED TRANSACTIONS........................... 27
EXECUTIVE COMPENSATION.................................................. 27
PRINCIPAL STOCKHOLDERS.................................................. 28
DESCRIPTION OF SECURITIES............................................... 29
REPORTING............................................................... 30
STOCK TRANSFER AGENT.................................................... 30
STOCK OPTION PLAN....................................................... 30
LEGAL MATTERS........................................................... 30
EXPERTS................................................................. 30
FINANCIAL STATEMENTS.................................................... F-1
2
SUMMARY OF OUR OFFERING
Benefit Solutions Outsourcing Corp. has 9,000,000 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 plans 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. Benefit Solutions Outsourcing 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 The price, if and when the company
company sells the shares of common stock, is set
at $0.01.
Number of shares outstanding before 9,000,000 common shares are currently
the offering of common shares issued and outstanding.
Number of shares outstanding after 12,000,000 common shares will be issued
the offering of common shares and outstanding after this offering is
completed if all shares are sold. If the
offering is not fully subscribed, less
than 12,000,000 will be outstanding
after the offering. For example, if the
Company sells 50% of the total offering
of 3,000,000 shares of common stock, the
Company will receive $10,000 in net
proceeds and there will be 10,500,000
shares outstanding under these
circumstances.
The minimum number of shares to be
sold in this offering None.
Market for the common shares There is no public market for the common
shares. The shares are being offered at
$0.01 per share. Benefit Solutions
Outsourcing may not be able to meet the
requirement for a public listing or
quotation of its common stock. Further,
even if BSO 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 of this offering to
further the development of 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 Benefit
Solutions Outsourcing. The net proceeds
will be the gross proceeds from the
offering less the expenses of $5,000.
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Therefore, if the all shares are sold in
the offering, the net proceeds will be
$25,000 ($30,000 Gross proceeds - $5,000
expenses). If only 50% of the shares are
sold, the net proceeds will be $10,000
($15,000 gross - $5,000 of expenses).
The proceeds will be used first for
essential business operations (ex. SEC
filings, audit, etc) and the remaining
portion will be used to further the
development of the business and
marketing plan. None of the proceeds
will be used for product development.
Termination of the offering The offering will conclude at the
earlier of when all 3,000,000 shares of
common stock have been sold, or 90 days
after this registration statement is
declared effective by the Securities and
Exchange Commission.
Terms of the offering The Company's President, Chief Executive
Officer, Sole Member of the Board of
Directors, Chief Financial Officer
Principal Accounting Officer Secretary
will sell the common stock upon
effectiveness of this registration
statement.
Risk Factors You should read the "Risk Factors"
section beginning on page 6 and consider
these factors carefully before deciding
to invest in shares of our common stock.
You should rely only upon the information contained in this prospectus. Benefit
Solutions Outsourcing, Corp has not authorized anyone to provide you with
information different from that which is contained in this prospectus. Benefit
Solutions Outsourcing 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 as
of the date of this prospectus, and the Company will update this prospectus with
any material changes.
Our auditors have expressed an opinion that substantial doubt exists as to
whether we can continue as an ongoing business. In addition, we are developing
our business and marketing plans, therefore we have minimal operations and have
not generated any revenues since inception.
The Company estimates that it will need $25,000 to complete the business and
marketing plan. If the all the shares are not sold in the offering, the Company
will not be able to complete the business and marketing plan.
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 Benefit Solutions
Outsourcing. You should very carefully and thoroughly read the more detailed
information in this prospectus and review our financial statements.
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SUMMARY INFORMATION ABOUT BENEFIT SOLUTIONS OUTSOURCING
Benefit Solutions Outsourcing (BSO) plans to provide benefits administration
outsourcing for small to medium sized companies. The trend today for many
employers is to outsource any function within their business that is not
directly related to the generation of income. With all the changes in Healthcare
Legislation, this will continue and increase dramatically. Consequently the
human resources administration (HRA)function is one of the first to be
considered to outsource for it has no direct link to generate revenue across the
threshold.
Outsourcing is a proactive approach that can improve productivity as well as
reduce costs. The HRA's goal is to provide high quality benefits administration
and customer service, allowing its clients to focus on their core competencies
and other strategic initiatives.
At the inception of the business, BSO will target clients with ten to five
hundred employees. Clients will be able to select from four levels of service,
which will be tailored to their needs:
o COBRA (Consolidated OmniBus Reconciliation Act) and HIPAA (Health
Insurance Portability and Accountability Act) Administration;
o Flexible Spending Account Administration;
o Basic Benefits Administration for health and welfare plans, including a
call center for support; and
o An "All-Inclusive" level combining the first three levels.
BSO will market its services through business associates, insurance brokers,
local businesses, and professional associations.
As of the date of this prospectus, we have not generated any revenue from our
business operations.
As of the balance sheet date of May 31, 2010, the Company's auditors have raised
substantial doubt as to the Company's ability to continue as a going concern.
Our business and registered office is located at 1136 Lead Hill Blvd., Suite
100, Roseville, CA 95661. Our contact number is 530-306-1365.
As of May 31, 2010, Benefit Solutions Outsourcing had $9,000 of cash on hand in
the corporate bank account. The Company currently has incurred liabilities of
$3,600. The Company anticipates incurring costs associated with this offering
totaling approximately $5,000.
The following financial information summarizes the more complete historical
financial information found in the audited financial statements of the Company
filed with this prospectus.
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SUMMARY FINANCIAL DATA
THE FOLLOWING SUMMARY FINANCIAL DATA SHOULD BE READ TOGETHER WITH OUR FINANCIAL
statements and the related notes and "Management's Discussion and Analysis or
Plan of Operation" appearing elsewhere in this prospectus. The summary financial
data is not intended to replace our financial statements and the related notes.
Our historical results are not necessarily indication of the results to be
expected for any future period.
BALANCE SHEET AS OF MAY 31, 2010
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Total Assets $ 9,000
Total Liabilities $ 3,600
Shareholder's Equity $ 5,400
OPERATING DATA MAY 11, 2010 THROUGH MAY 31, 2010
-------------- ---------------------------------
Revenue $ 0
Net Loss $ 3,600
Net Loss Per Share * $ 0
* Diluted loss per share is identical to basic loss per share as the Company has
no potentially dilutive securities outstanding.
As indicated in the financial statements accompanying this prospectus, Benefit
Solutions Outsourcing has had no revenue to date and has incurred only losses
since 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 1136 Lead Hill Blvd., Suite 100, Roseville Ca., 95661. This
office is provided free of charge to the Company by a business colleague of Mr.
Mills. These facilities are suitable for the Company for the next year.
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 Company considers the following to be the material risks for an investor
regarding this offering. Benefit Solutions Outsourcing 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 your entire investment. Please consider
the following risk factors before deciding to invest in our common stock.
6
RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL REQUIREMENTS
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AUDITOR'S GOING CONCERN
- -----------------------
THERE IS SUBSTANTIAL DOUBT ABOUT THE ABILITY OF BENEFIT SOLUTIONS OUTSOURCING
CORP. TO CONTINUE ITS OPERATIONS AS A GOING CONCERN
In their audit report for the period ending May 31, 2010 and dated June 30,
2010; our auditors have expressed an opinion that substantial doubt exists as to
whether we can continue as an ongoing business. Because our sole officer may be
unwilling or unable to loan or advance any additional capital to the Company 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 plan. 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 May 31, 2010 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.
There is no history upon which to base any assumption as to the likelihood that
the Company will be successful in creating a product. We cannot provide
investors with any assurance that if we create a product, that we will be
successful in attracting customers and have the ability to generate any revenue.
If we are unable to address these risks, there is a high probability that our
business can fail, which will result in the loss of your entire investment.
OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE
COMPLETE LOSS OF YOUR INVESTMENT
We will require additional financing to sustain our business operations. Over
the next 12 months, we anticipate needing at least $150,000 to execute our
business plan which includes completing the marketing and business plan,
developing the products and services, hiring key personnel, and other operating
expenses. 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. If we don't raise additional capital, our business will fail.
OUR COMPANY LACKS THE SUFFICIENT CAPITAL TO SUPPORT THE ADDITIONAL EXPENSES
REQUIRED OF A REPORTING COMPANY
If and when we become a fully reporting company, there are reporting
requirements and associated expenses that the Company does not currently have
the sufficient capital to support. If these expenses cannot be managed carefully
and prudently, we might need to use some or all of the proceeds from this
offering to support those reporting expenses. If this occurs, we will impact the
ability to complete our business and marketing plan which could delay or impact
your investment. If we divert these expenses, our operations could fail and you
would lose your investment.
7
RISKS RELATED TO THIS OFFERING
- ------------------------------
BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE
ABLE TO RESELL YOUR STOCK AND NOT BE ABLE TO TURN YOUR INVESTMENT INTO CASH
There is currently no public trading market for Benefit Solutions Outsourcing
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 OUR COMPANY WILL 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 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. Benefit Solutions Outsourcing 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.
THERE IS NO MINIMUM AMOUNT REQUIRED TO BE RAISED IN THIS OFFERING, AND IF WE DO
NOT SELL ALL OF THE SECURITIES FROM THIS OFFERING, WE WILL NOT BE ABLE TO
COMPLETE THE BUSINESS AND MARKETING PLANS AND OUR BUSINESS MAY FAIL.
There is not a minimum amount of shares that need to be sold in this Offering
for the Company to access the funds. Therefore, the proceeds of 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. The Company has adequate capital resources to operate for one year,
however if less than the full offering is sold, it will delay the completion of
the business and marketing plan. If we sell 25%, 50%, 75% and 100% of the
offering, it will take us a minimum of six, four, three, and two months
respectively to complete the business and marketing plan. Therefore, our ability
to meet our financial obligations, cash needs, and to achieve our objectives,
could be adversely affected if the entire offering of Shares is not fully
subscribed for.
8
BECAUSE THE COMPANY HAS 500,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE
ADDITIONAL SHARES, DILUTING THE CURRENT SHAREHOLDERS' EQUITY
The Company has 500,000,000 authorized shares, of which only 9,000,000 are
currently issued and outstanding and an up to a maximum amount of 12,000,000
will be issued and outstanding after this offering terminates if the full
offering is subscribed. 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.
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 and marketing plan of the Company
is not completed, and it is possible that we would be unable to finish it. 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.
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
THE ONLY WAY IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN THIS COMPANY IS
TO SELL THE STOCK IF AND ONLY IF A MARKET DEVELOPS.
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. Therefore, the only way to liquidate your investment
is to sell your stock.
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 ADVERSELY AFFECT THE PRICE AND
LIQUIDITY OF THE COMPANY'S SHARES CREATING A POTENTIAL LOSS OF INVESTMENT
In the event that our shares are traded, and our stock trades below $5.00 per
share, our stock would be known as a "penny stock", which is subject to various
regulations involving disclosures to be given to you prior to the purchase of
any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has
adopted regulations which generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
9
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker/dealer must make a special
suitability determination for the purchase of these securities. In addition, he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge that you understand the risks associated with buying penny stocks
and that you can absorb the loss of your entire investment. Penny stocks are low
priced securities that do not have a very high trading volume. Consequently, the
price of the stock is often volatile and you may not be able to buy or sell the
stock when you want to.
BLUE SKY LAWS MAY LIMIT YOUR ABILITY TO SELL YOUR SHARES. IF THE STATE LAWS ARE
NOT FOLLOWED, YOU WILL NOT BE ABLE TO SELL YOUR SHARES AND YOU MAY LOOSE YOUR
INVESTMENT
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, investors should consider any secondary market for the Company's
securities to be limited.
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, Mr. Jamie Mills, owns 100% of the
outstanding shares and will own no less than 75% after this offering is
completed. For example, if 50% of the offering is sold, Mr. Mills will retain
85.7% of the shares outstanding. As a result, he will maintain 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.
THE COMPANY'S SOLE OFFICER AND DIRECTOR HAVE WILL MAKE ALL DECISIONS AND IF
MANAGEMENT MAKES POOR DECISIONS, WE MAY BE UNABLE TO CONTINUE OUR OPERATIONS AND
OUR BUSINESS MAY FAIL
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 business acumen of the sole officer and director.
Accordingly, if management makes poor decisions, no person will be able to
change those decisions. 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 ANY REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR TERMINATION
OF OUR OPERATIONS AND INVESTORS MAY LOOSE THEIR ENTIRE INVESTMENT
10
We were incorporated on May 11, 2010 and we have not created any product which
is required to generate revenue. We are an early entry stage company in a very
competitive market. We have no operating history upon which an evaluation of our
future success or failure can be made.
Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating revenues because we
don't have a product. If and when we have a product, 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 and you will lose your entire
investment.
THE COMPANY'S SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE ALL
OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN
BUSINESS FAILURE.
Mr. Mills, our sole officer and director, has other business interests and
currently devotes approximately 40 hours per week to our operations. He provides
limited consulting advise and services to the Davis Fire Department. Our
operations may be sporadic and occur at times which are not convenient to Mr.
Mills, which may result in periodic interruptions or suspensions of our business
plan. If the demands of the Company's business require additional hours from our
sole officer and director, he cannot guarantee that this is possible. If he is
not 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.
Besides Mr. Mills' time, there is no conflict of interest between the Company
and his other activities. The Company does not have a policy at this time to
resolve such conflicts that might arise in the future.
GOVERNMENT LAWS AND REGULATIONS MAY CHANGE WHICH MAY HAVE A MATERIAL IMPACT ON
OUR BUSINESS
The Company's business is subject to governmental regulations. Changes in
governmental regulations may adversely impact our business and require us to
change the manner in which we plan to conduct our initial business. For example,
changes in Government regulations and requirements might require small companies
to buy insurance to protect employees if the Company doesn't provide
comprehensive services and advise to employers. This additional insurance could
be cost prohibitive and impact our operations or financial results.
THE CEO MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE
COMPANY TO CONTINUE OPERATIONS. IN ADDITION, THE COMPANY DOESN'T MAINTAIN ANY
INSURANCE ON THE CEO WHICH COULD IMPACT OPERATIONS. IF THE COMPANY CEASES
OPERATIONS, YOU WILL LOOSE YOUR INVESTMENT
Because the Company is entirely dependent on the efforts of its CEO, 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. His expertise in
the building industry as well as his technical expertise are critical to the
success of the business. The loss of this resource would have a significant
impact on our business.
The Company does not maintain key person life insurance on its sole officer and
director. The loss of this key personnel will materially impact the business and
we might have to cease operations if a replacement cannot be found on a timely
basis.
11
RISKS RELATED TO THE COMPANY'S MARKET AND STRATEGY
- --------------------------------------------------
IF, AFTER DEMONSTRATING OUR HR PROOF-OF-CONCEPT, WE ARE UNABLE TO ESTABLISH
RELATIONSHIPS WITH DISTRIBUTION PARTNERS, OUR BUSINESS WILL FAIL.
The Company plans to work with various distribution partners like attorneys,
accountants, consultants, etc to market and sell the products and services. If
after demonstrating the HR proof of concept, the Company is not successful in
attracting these distribution partners, the marketing and selling will take
longer and cost more money. We have no way to predict when we will begin
delivering our product and services. In addition, it takes time, money, and
resources to build relationships with these types of partners. If these efforts
are unsuccessful or take longer than anticipated, the Company may run out of
capital and the business will fail.
WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR SERVICES OR
ESTABLISH A SIGNIFICANT MARKET PRESENCE WITH BENEFIT ADMINISTRATION PROVIDER
MARKET. IF WE CAN NOT GAIN MARKET ACCEPTANCE, WE WILL NOT BE ABLE TO GENERATE
REVENUE AND OUR BUSINESS WILL FAIL.
The Company's growth strategy is substantially dependent upon its ability to
market its future product and services successfully to small to medium size
business owners. However, it may be very difficult to achieve significant
acceptance due to cost, product appeal, functionality, and other factors outside
of the Company's control. Such acceptance, if achieved, may not be sustained for
any significant period of time nor build to an acceptable volume that is
sufficient to maintain our business. In addition, there is no guarantee that any
acceptance by customers will remain. Failure of the Company's product and
services to achieve or sustain market acceptance could have a materially adverse
effect on our business, financial conditions and the results of our operations.
OBTAINING CONTRACTS FOR THE PROVISION OF BENEFITS ADMINISTRATION IS VERY
DIFFICULT AND TIME CONSUMING. WITHOUT THESE TYPES OF CONTRACTS, THE COMPANY WILL
NOT BE ABLE TO SELL ITS PRODUCTS AND SERVICES AND IT'S BUSINESS WILL FAIL.
In the benefit administration provider market, a foothold in this market is very
time consuming, expensive and difficult to obtain. Since we are small, unknown
company, it will be very time consuming and expensive to obtain these types of
contracts which are required to sell our product and services. If we are not
able to secure these contracts, we will not be able to sell our service and our
business will fail.
RISKS RELATED TO INVESTING IN OUR BUSINESS
- ------------------------------------------
THE COMPANY MAY RETAIN INDEPENDENT RESOURCES OR CONSULTANTS TO HELP GROW THE
BUSINESS. IF THESE RESOURCES DO NOT PERFORM, THE COMPANY MAY HAVE TO CEASE
OPERATIONS AND YOU MAY LOOSE YOUR INVESTMENT
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.
BENEFIT ADMINISTRATION PROVIDER MARKET IS A MATURE MARKET WITH AGGRESSIVE
COMPETITION ON PRICING, SERVICES AND SUPPORT. FAILURE TO PROVIDE ATTRACTIVE
PRODUCT, SERVICES AND SUPPORT TO BUSINESS OWNERS AND HUMAN RESOURCE DEPARTMENTS
WILL RESULT IN NO REVENUES. IF THE COMPANY CAN NOT GENERATE REVENUES, OUR
BUSINESS WILL FAIL.
12
The Company believes the Benefit Administration market space is very competitive
and aggressive on pricing, service, and support. Competitors may enter this
sector with superior products, services, financial resources, conditions and/or
benefits. This would infringe on our ability to attract customers, lengthen our
sales cycle, increase marketing costs, which in turn will have an adverse affect
upon our business and the results of our operations.
COMPETITION MAY DECREASE OUR FUTURE ABILITY TO GAIN CUSTOMERS AND MARKET SHARE.
Several of our comparable competitors have more capital, longer operating
histories, brand recognition, and customer bases. The competitors include
Benefit Concepts, InfiniSource, Arbor, The Javers Group and others. All of these
companies have benefit administration products and services. These companies
market their products and services at industry trade shows and conferences. The
Company believe that these brands are starting to gain traction among consumers.
These competitors may also adopt more aggressive pricing policies and establish
more comprehensive marketing and advertising campaigns than we can. Our
competitors may develop product offerings that we do not offer or that are more
sophisticated or more cost effective. For these and other reasons, our
competitors' products may achieve greater acceptance in the marketplace,
limiting our ability to attract customers. Our failure to adequately address
these factors could harm our business and operating results.
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 product and 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.
13
Management decisions, including budgeting, are subjective in many respects and
subject to periodic revisions in order to reflect actual business conditions and
developments. The impact of such conditions and developments could lead us to
alter our marketing, capital investment or other expenditures and may adversely
affect the results of our operations. In light of the significant uncertainties
inherent in the forward-looking information included in this prospectus, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives or plans will be achieved.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The following table sets forth the potential net proceeds and
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
----------- ----------- ----------- -----------
NET PROCEEDS FROM
THIS OFFERING $2,500 $10,000 $17,500 $25,000
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 net proceeds in the table above assume $5,000 in costs
associated with this offering.
The funds raised through this offering will first be used to cover mandatory
operating expenses over the next year such as public company requirements with
audit, SEC filings, and legal. We anticipate these costs to be approximately
$5,000-6,000. The funds raised beyond these expected costs will be used to
further the development of the business and marketing plan, which we anticipate
will cost approximately $20,000. The costs associated with this plan include
hiring consultants (one for strategic planning, one for marketing, and one
finance expert). The Company does not anticipate using any of the offering
proceeds for product development. We plan to raise a subsequent round of capital
after this offering and will use those proceeds to 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 Benefit Solutions Outsourcing 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 May 11, 2010. The
company's sole officer and director paid $0.001 per share, a difference of
$0.009 per share lower than the share price in this offering.
14
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.
This table represents a comparison of the prices paid by purchasers of the
Common Stock in this offering and the individual who received shares in Benefit
Solutions Outsourcing Corp previously:
If 25% of If 50% of If 75% of If 100% of
Shares Sold Shares Sold Shares Sold Shares Sold
----------- ----------- ----------- -----------
Book value per share before offering ..... $ 0.0006 $ 0.0006 $ 0.0006 $ 0.0006
Book value per share after offering ...... $ 0.0008 $ 0.0015 $ 0.0020 $ 0.0025
Net increase to original shareholders .... $ 0.0002 $ 0.0009 $ 0.0014 $ 0.0019
Decrease in investment to new shareholders $ 0.0092 $ 0.0085 $ 0.0080 $ 0.0075
Dilution to new shareholders ............. 92% 85% 80% 75%
THE OFFERING BY THE COMPANY
Benefit Solutions Outsourcing 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. If and when we become effective with the
SEC, we plan to develop the ability to trade our stock. In order to do so, we
have to retain an authorized OTC Bulletin Board market maker. The market maker
will determine the viability and if acceptable, they will file the Form 211 with
FINRA (Financial Industry Regulatory Authority). If the market maker is
successful obtaining approval from FINRA, at that time our stock will be quoted
on the OTC BB. These steps are not in the full control of the Company, and the
Company cannot provide any assurances any of these steps will be successful.
There can be no assurances that we will be able to retain an authorized OTC BB
market maker and furthermore, there are no assurances that we will be approved
by FINRA. At the date hereof, we are not aware that any market maker has any
such intention.
All of the shares registered herein will become effective for sale to investors.
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, Mr.
Jamie Mills, owns 9,000,000 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.
15
In the event the Company receives payment for the sale of their shares, Benefit
Solutions will receive all of the proceeds from such sales. Benefit Solutions
Outsourcing 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 Mr.
Mills 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 at
the earlier of 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.
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 90 days from this initial effective date
of this registration.
In connection with his selling efforts in the offering, Mr. Mills 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. Jamie Mills
is not subject to any statutory disqualification, as that term is defined in
Section 3(a)(39) of the Exchange Act. Jamie Mills 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. Mr. Mills 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, Mr. Mills will continue to
primarily perform substantial duties for us or on our behalf otherwise than in
connection with transactions in securities. Mr. Mills 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).
9,000,000 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.
Benefit Solutions Outsourcing will receive all proceeds from the sale of the
shares by the company. The price per share is $0.01. However, Benefit Solutions
Outsourcing 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 at a fixed price of $0.01 per share.
16
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.
Benefit Solutions Outsourcing will pay all expenses incidental to the
registration of the shares (including registration pursuant to the securities
laws of certain states).
LEGAL PROCEEDINGS
We are not a party to any material legal proceedings and to our knowledge; no
such proceedings are threatened or contemplated by any party.
BUSINESS
Company Summary
Benefit Solutions Outsourcing Corp. is a Benefit Administration provider
intending to develop COBRA/HIPPA, flexible spending account, and group health
care plan administration products and services ("BSO Products and Services")and
sell them to small to medium size businesses. The
The Company was formed by Jamie Mills and incorporated on May, 11 2010. The
Company's operations are located at 1136 Lead Hill Blvd., Suite 100, Roseville
Ca. 95661. The Company has one full time employee, Mr. Mills, and no part time
employees.
Product and Services Overview
BSO plans to offer a variety of services tailored to each client. It will
provide consulting services to allow the client's HR Department to support
the organization's core competencies. BSO will focus on:
1. Administration of COBRA and HIPAA
2. Administration of Flexible Spending Accounts
3. Administration of Basic Employee Benefits programs -- eligibility,
enrollment, billing reconciliation and employee support through a call
center
4. An all inclusive level with all of the above
17
Product and Service Descriptions
Product/Service Summaries
1. COBRA and HIPPA administration
a. COBRA is an acronym for the Consolidated OmniBus Reconciliation Act. It
is a federal mandate which states that employers must offer terminated
employees and their eligible dependents the option to continue their
group health plan coverage for a minimum of 18 months by paying a
monthly premium. There are many regulations governing the information
and types of communications which must be distributed to the terminated
employees. If the terminated employees and/or dependents elect this
coverage, they have the same coverage and rights as an active employee.
BSO will track eligibility, provide the employees communications, and
accept payment of the COBRA premium to remit to the employee provider.
BSO will have a working relationship with the benefits provider.
b. HIPPA is the Health Insurance Portability and Accountability Act. It is
also a federal mandate and states that employers must provide
verification of group health insurance coverage to terminated employees
and their eligible dependents. This notice is basically used by the
terminated employees and/or dependent to substantiate their previous
coverage, and can be used to meet all or a portion of any waiting
period subject to 'pre-existing' conditions imposed by future employers
group health plans, BSO will administer this process.
2. Flexible Spending Accounts administration
a. There are two types of Flexible Spending Account plans: medical and
dependent care. In a Flexible Spending Account arrangement (FSA), the
employee signs a salary reduction agreement establishing per pay period
contributions to either (or both) types of accounts. These deferrals
are calculated on a pre-tax basis (federal and most states). The IRS
sets a limit on the dependent care account of $5,000; the employer sets
the limit on the health c are account. As the employee incurs eligible
expenses, they submit 'proof of services', usually receipts, and are
then reimbursed from their pre-tax accounts. BSO will track
eligibility, enrollments and changes, as well as process the claims
submitted for reimbursement. BSO will have a banking agreement with
each client.
3. Basic Benefits Administration for Group Health Plans
a. BSO will handle: eligibility tracking, benefit plan
enrollments/deletions, monthly billing reconciliation for all
applicable providers, and a call center to handle employee phone calls.
Employee communications are key to these processes, and BSO will
conduct employee meetings and manage the communications and
enrollment/change processes. It will also be necessary for BSO to
establish solid working relationships with the benefit providers
(insurance companies, or third party administrators). BSO, in effect,
will become the Employee Benefits Administration Department for their
client.
b. BSO will reconcile the monthly provider billings. For example: If an
employer offers employees group health plan insurance with Blue Cross
Blue Shield, the employer will be billed monthly for the premiums. BSO
will reconcile these billings with the number of employees covered and
the coverage options of each employee. c. BSO will also provide a call
center to the clients' employees. This call center is designed to
handle ADMINISTRATIVE QUESTIONS ONLY.
18
4. A service level that includes all of the options above Some clients may
wish to bundle the above services and contract with BSO for all of the
services it plans to provide. Within the first three to four years in
business, BSO plans to expand its services from strictly benefits
administration to offering payroll services and other HR administration
programs.
Competitive Comparison
Companies that currently provide benefits outsourcing include: Benefit
Concepts, InfiniSource, Trion, The Javers Group, Arbor, and Ceridian.
However, these companies either provide partial outsourcing services and it
is not their main line of business, or they target a much larger clientele.
Additionally, some insurance companies and brokers offer some degree of
administrative support.
BSO plans to specifically target businesses that are seeking COBRA/HIPPA,
Flexible Accounts, and/or Group Plan administration. The company will focus
on small businesses initially to build a customer base. In addition unlike
Arbor who is focused on the East Coast (Pennsylvania and New Jersey), the
Company will initially target businesses in California and the west coast.
BSO will tailor its services to each client, including offering a call center
to answer employees' questions. Unless a competitor is a third party
administrator for processing claims, they will not provide a call center. It
has been the experience of the principal that no matter how much a company
automates the benefits process, employees still want to pick up the phone and
speak to a live person. It is an invaluable customer service feature.
Fulfillment
Once a client signs a contract for services, BSO will meet with the current
benefits administrator to complete a client data sheet. The client data sheet
will:
1. List the current benefit providers
2. List the appropriate contacts
3. List the office locations or divisions of the client for reporting
purposes.
4. Outline the current enrollment and change processes
5. Outline the current provider billing schedule and processes
6. Determine the types of employee communications BSO will be responsible
to distribute to the client's employees
7. Determine the schedule and types of employer reports
From the client data sheet, BSO will then initiate the relationships
necessary for each service. For example: if BSO is to administer the medical
insurance, the insurance provider will be contacted and introduced to BSO as
the new administrator. BSO then becomes the contact for these services and
the benefit provider will accept and funnel information through BSO. With the
completion of the client data sheet, BSO will request the census of
appropriate employee data in order to populate their system. Two audits of
this information will be performed. The first will audit the client's data
against BSO's, and the second will audit BSO's data against each benefit
provider. As of the effective date of the contract, BSO will then become the
client's Benefits Administration Department. Depending on the services the
client has elected, BSO will be responsible for:
19
o Preparation and distribution of enrollment packets and/or other
employee communications
o Employee and dependent benefit eligibility tracking
o Employee and dependent benefits enrollment
o Maintenance of a Human Resources Information System (HRIS) to track
data
o Notification of enrollments, changes and terminations to appropriate
benefit vendors
o Month end billing reconciliation of benefit vendor invoices to HRIS and
employer databases
o COBRA administration
o HIPAA administration
o Flexible Spending Account administration (health and dependent care)
o Call center to handle certain employee questions (eligibility and
certain claims issues
Future Services
In the future, the Company plans to broaden BSO Products and Services to
include administration of payroll processing as well as other types of
optional Human Resources programs. The principal of BSO will continue to
watch the development in HR and follow the avenues leading to more business
opportunities and ideas. As the company and the outsourcing market grows, the
Internet will become a very valuable tool. The website and the Internet can
greatly automate employee enrollments and change processes. The website is
planned to be able to handle multiple company and users specific to each
company's plans, with links to the company's website and intranet.
Market Analysis Summary
Outsourcing can be implemented without regard to the size of the company
(measured by profit or employee population), or to the business in which they
are engaged. Any and all companies who offer benefit programs to their
employees can reap the rewards of outsourcing certain functions.
BSO is focusing its efforts on the small to medium size employers. Today,
these employers experience not only changing government regulations, but also
a mobile and diverse workforce. In order for the companies to stay
competitive in their marketplace, they must be able to attract and retain
employees while staying focused on the success of their business. Therefore,
the Human Resources departments are faced with multiple tasks -- they must
not only stay current and offer attractive benefit programs, but also keep up
with the day-to-day administration of running the department and its
programs. It is the day-to-day administration which is so time-consuming.
This administration is viewed as "overhead" for the company, and depletes the
time and resources which should be focused on the more important issues.
Therefore, companies are looking outside of their organization for answers,
and the most desirable solution is outsourcing the administrative tasks.
20
Strategy and Implementation Summary
Benefit Administrators Team will initially focus on employers with 10 to 500
employees within the local counties: Sacramento, Placer, El Dorado.
COBRA/HIPAA and Flexible Account Administration will be the main focus for
these are areas in which companies can already begin to see the need for
outsourcing services. Employers with 20 or more employees must offer COBRA if
they offer any health insurance to their employees. And, if companies already
have to increase their employee contributions toward the cost of benefits,
then offering a Flexible Spending Program may alleviate this added financial
burden.
Competitive Edge
Most of the competitors will shy away from offering a call center to answer
employee questions. This gives BSO a definite advantage called -- Customer
Service.
When a client contracts with BSO, we represent two clients. One is the
company, and the second is the company's employees. The call center is a
priceless customer service tool to both clients. By providing a call center,
BSO saves the client the time that the Benefits Administrator would normally
spend on the phone with employees, plus it is a valuable service to the
employees for their questions are answered on a timely basis.
Marketing Strategy
The initial push for marketing will be the small businesses, employer size of
less than 500 employees. The Company's target market will be across all
industries.
Networking and keeping a mailing database is crucial. The principal is a
member of Human Resources professional organizations which meet monthly --
attending approximately 4 meetings per month. At certain times, BSO plans to
sponsor these meetings to present BSO Products and Services, however, these
affiliations will be used as networking tools, and 'word of mouth' marketing.
In conjunction with this, BSO plans to also build a database with information
obtained through the small business resources at the County Library.
Informational packets and brochures will be sent out to the members of the
database, with follow-up phone calls happening within two weeks of mailing.
The Company plans to build a website that will be linked to other popular
sites, as well as advertised on small business service sites. When the
Company launches its website, which is not developed at this time, it will
link with these sites in order to market its products and services over the
Internet.
Sales Strategy
As stated previously, customer support for the clients' employees is key. If
the employees are satisfied with the administration of their benefits, the
client will hear no complaints. However, it is also necessary to keep the
client company satisfied as well. Along with customer service, bottom line
savings will be stressed in the sales presentation. Considering BSO is
starting out small, there is no question of accountability. Each employee
will be committed to customer service, and keeping the client satisfied with
the services provided. BSO will listen to the client and try to accommodate
their needs with the services. BSO will provide clients with the services and
reports that will make the client's jobs "easier". Internally, client HR
departments may be responsible for different reporting, and BSO will adjust
its product and services to fit those needs.
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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 TO PROVIDE BENEFITS ADMINISTRATION SERVICES
We have not yet generated or realized any revenues from business operations. Our
auditors have issued a going concern 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 fund our business. 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 May 31, 2010, 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. BENEFIT SOLUTIONS OUTSOURCING, CORP. WAS
INCORPORATED IN THE STATE OF FLORIDA ON MAY 11, 2010; WE ARE A DEVELOPMENT STAGE
COMPANY THE COMPANY WILL DESIGN, DEVELOP, AND MARKET BENEFIT ADMINISTRATION TO
SMALL AND MEDIUM SIZED BUSINESSES. 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 VIABLE AND COMPETITIVE,
WE MUST DEVELOP AND COMPLETE THE BUSINESS AND MARKETING PLAN, EXECUTE THE PLAN
AND ESTABLISH SALES VIA THE BENEFIT ADMINISTRATION FIELDS.
PLAN OF OPERATION
Over the 12 month period starting upon the effective date of this registration
statement, the Company anticipates needing $150,000 of capital in order to
operate the business. We plan to complete the Business and Marketing Plan over
the next two to three months after the completion of this offering based on
available resources and capital. The Company plans on using two part time
contracts to finish the business and marketing plan. Once completed, the Company
will seek additional capital to fund the operations for the next growth phase.
After the Company completes the business and marketing plan and raises the
additional capital required, we will need to complete the development of the
product and service offerings for the COBRA/HIPPA, Flexible Account and Group
Plan administration. The Company anticipates completing these offerings in four
to six months and is expected to cost approximately $100,000. The Company will
either hire or work with consultants to complete the offerings. The call center
capability will be handled internally initially, however based on growth the
Company may outsource that capability. Once completed, the Company will be
positioned to market these offerings to potential customers.
22
The Company believes finding experienced employees and consultants in the
benefit administration field is critical to ensure the success of the Company's
development and implementation plans. The future staffing requirements of the
Company are unknown at this time. As we develop our business, we will assess the
necessary resources to properly staff our business or outsource those services
if warranted.
Since inception to May 31, 2010, Benefit Solutions Outsourcing has incurred a
total of $3,600 on start-up costs. This period is nineteen (19) days from May
11, 2010 to May 31, 2010. 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 officer. The Company does not have any
contractual arrangement with our CEO, Mr. Jamie Mills to fund the Company on an
on-going basis for either operating capital or a loan. The CEO may elect to fund
the Company as he did initially, however there are no assurances that he will in
the future.
The Company incurred expenditures of $3,500 for audit services and $100 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. This loss occurred over a period
of nineteen (19) days from May 11, 2010 (inception) to May 31, 2010 and our
current cash reflects less than one (1) month of operation.
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 May 31, 2010,
Benefit Solutions Outsourcing, Corp. issued 9,000,000 shares of common stock to
our sole officer and director for cash proceeds of $9,000 at $0.001 per share.
We anticipate needing a $150,000 in order to execute our business plan over the
next twelve (12) months, which includes completing the marketing and business
plan, developing the product and service offerings, and identifying the
necessary resources to implement our plan. Again, the Company believes this
event of raising additional capital is critical to our success. After the
completion of the business and marketing plans, we anticipate the development of
the offerings will require one part time resource for product analysis and
design, one resource for marketing and one resource for technical work that will
cost in total $100,000. The other $25,000 will be used for (i) public company
costs of $5,000-$6,000 (SEC filings, legal, accounting), (ii) marketing of
$10,000 and the balance for working capital purposes that include travel,
telephone, internet and office expenses. Currently, the Company believes these
figures are accurate based on current economic conditions, unemployment numbers,
and the recent positive growth trends in the home building and improvement
industry which were concluded by the Company based on financial reports filed on
the SEC website. However, the available cash is not sufficient to allow us to
commence full execution of our business plan. The Company has adequate capital
resources to operate minimal operations for one year, however if less than the
full offering is sold, it will delay the completion of the business and
marketing plan. If we sell 25%, 50%, 75% and 100% of the offering, it will take
us a minimum of six, four, three, and two months respectively to complete the
business and marketing plan.
23
Based on our success of raising additional capital over the next twelve (12)
months, which is the Company's greatest uncertainty and therefore top priority,
we anticipate employing various consultants and contractors to commence the
development strategy for the product prototypes. Until the Business and
Marketing plan are completed, we are not able to quantify with any certainty any
planned capital expenditures beyond the business and marketing plan. Currently,
the only planned capital expenditures are the public company operating costs. As
of May 31, 2010, the Company has no firm commitments for any capital
expenditures.
Our business will require additional capital resources that may be funded
through the issuance of common stock or of notes payable or other debt
arrangements. The Company will explore all financing possibilities and
alternatives. Despite our current financial status we believe that we may be
able to issue notes payable or debt instruments in order to further develop our
Business and Marketing Plan. We anticipate that receipt of such financing may
require granting a security interest in the Company, and are willing to grant
such interest to secure the necessary funding. This security interest would be
UCC1 lien on all of the Company's assets. Any security interest would take
preference over equity in a liquidation.
Through May 31, 2010, we have incurred a total of $3,600 in general and
administration expenses including $3,500 in professional fees. This loss
occurred over a period of twenty (20) days from May 11, 2010 to May 31, 2010 and
our current cash reflects less than one (1) month of operation.
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 the
Company has raised $1,000,000 of cash in either equity or debt for working
capital or has at least $1,000,000 in revenues. Second, we have been able to
keep our operating expenses to a minimum by operating in adequate space free of
charge and are only paying the direct expenses associated with our business
operations. We believe managing costs is very important to our success,
especially under the current economic times.
Given our low monthly cash flow requirement and the compensation arrangement
with our sole officer, management believes that, while 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 until sufficient
financial resources are available, we believe we will be able to meet our
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 plans. 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 $150,000 on such endeavors. After this offering, we will seek
additional financing through means such as equity offerings, borrowings from
institutions and/or private individuals. We estimate the costs with additional
equity offerings will be similar to this offering, however we are uncertain as
to the costs with loans because we have not entered into any of those types of
arrangements. Even if we sell all shares offered through this registration
statement, we expect that we will seek additional financing in the future.
However, we may not be able to obtain additional capital or generate sufficient
revenues to fund our operations. If we are unsuccessful at raising sufficient
funds, for whatever reason, to fund our operations, we may be forced to seek a
buyer for our business or another entity with which we could create a joint
venture. If all of these alternatives fail, we expect that we will be required
to seek protection from creditors under applicable bankruptcy laws.
The Company has entered into no contractual obligations or commitment
agreements.
24
MANAGEMENT
OFFICER AND DIRECTOR
Our sole officer and director will serve until his successor is elected and
qualified. Our officer is 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,
Principal Executive Officer, Principal Financial Officer, and sole member of the
Board of Directors is set forth below:
Name and Address Age Position(s)
- ---------------- --- -----------
Jamie Mills 27 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.
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.
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.
25
Federal legislation has resulted in the adoption of various corporate governance
measures designed to promote the integrity of the corporate management and the
securities markets. Some of these measures have been adopted in response to
legal requirements. Others have been adopted by companies in response to the
requirements of national securities exchanges, such as the NYSE or The NASDAQ
Stock Market, on which their securities are listed. Among the corporate
governance measures that are required under the rules of national securities
exchanges are those that address board of directors' independence, audit
committee oversight, and the adoption of a code of ethics. Our Board of
Directors is comprised of one individual who is also our executive officer. Our
executive officer makes decisions on all significant corporate matters such as
the approval of terms of the compensation of our executive officer and the
oversight of the accounting functions.
Although we have adopted a Code of Ethics and Business Conduct, we have not yet
adopted any of these other corporate governance measures and, since our
securities are not yet listed on a national securities exchange, we are not
required to do so. We have not adopted corporate governance measures such as an
audit or other independent committees of our board of directors as we presently
do not have any independent directors. If we expand our board membership in
future periods to include additional independent directors, we may seek to
establish an audit and other committees of our board of directors. It is
possible that if our Board of Directors included independent directors and if we
were to adopt some or all of these corporate governance measures, stockholders
would benefit from somewhat greater assurances that internal corporate decisions
were being made by disinterested directors and that policies had been
implemented to define responsible conduct. For example, in the absence of audit,
nominating and compensation committees comprised of at least a majority of
independent directors, decisions concerning matters such as compensation
packages to our senior officer 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 May 2010 we adopted a Code of Ethics and Business Conduct which is applicable
to our future employees and which also includes a Code of Ethics for our
President, Secretary, Treasurer, Principal Executive Officer, Principal
Financial Officer, and sole member of the Board of Directors 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 this Form S-1 filing. Any
person desiring a copy of the Code of Business Conduct and Ethics, can obtain
one by going to www.sec.gov and looking at the attachments to this Form S-1.
26
BACKGROUND OF OFFICER AND DIRECTOR
Mr. Jamie Mills, President, Chief Executive Officer, Sole Member of the Board of
Directors Chief Financial Officer Principal Accounting Officer Secretary
RESUME
Mr. Mills has over 6 years of experience in human resource industry with
extensive experience in the benefit administration for companies. Prior to
founding Benefit Solutions Outsourcing, Mr. Mills worked for WTAC, Inc. as a
director of Human Resources in California since 2008. Previously, Mr. Mills
worked for the Davis Fire Department as a benefits administrator from 2007 to
2008 and El Dorado County as an EMT from 2005 to 2007.
CERTAIN TRANSACTIONS AND RELATED TRANSACTIONS
At the present time, Mr. Jamie Mills spends a limited time of hours per week as
a consultant for the Davis Fire Department. The fire department pays him
directly for those consulting services.
EXECUTIVE COMPENSATION
Jamie Mills will not be taking any compensation until the Company has raised
$1,000,000 of cash in either equity or debt for working capital or has at least
$1,000,000 in revenues.
SUMMARY OF COMPENSATION
We did not pay any salaries in 2010. We do not anticipate beginning to pay
salaries until we have adequate funds to do so. There are no stock option plans,
retirement, pension, or profit sharing plans for the benefit of any officer or
director other than as described herein.
SUMMARY COMPENSATION TABLE
The following table provides certain summary information concerning cash and
certain other compensation we paid to our Chief Executive Officer for the fiscal
year ending May 31, 2010.
Non-
Non-Equity Qualified
Incentive Deferred
Stock Option Plan Compensation All Other
Name & Fiscal Salary Bonus Award(s) Award(s) Compensation Earnings Compensation Total
Principal Position Year ($) ($) ($) ($) ($) ($) ($) ($)
- ----------------------- ------ ------ ----- -------- -------- ------------ ------------ ------------ -----
Jamie Mills 2010 0 - - - - - - 0
Chief Executive Officer
DIRECTOR COMPENSATION
Mr. Mills the sole member of our Board of Directors is also our executive
officer. We do not pay fees to any director, however we will reimburse any
director for out-of-pocket expenses incurred with board meetings.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans including options and SARs that
provide compensation intended to serve as incentive for performance.
27
EMPLOYMENT AGREEMENTS
At this time, Benefit Solutions Outsourcing has not entered into any employment
agreements with our sole officer and director.
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 stockholder listed below has direct ownership of his shares and possesses
sole voting and dispositive power with respect to the shares.
Number of Percentage
Title of Class Name Shares Owned of Shares(1)
- ---------------------- ---------------------------- ------------ ------------
Shares of Common Stock Jamie Mills (2) 9,000,000 100%
1136 Lead Hill Blvd, STE 100
Roseville, CA 95661
__________________
(1) Based on 9,000,000 shares outstanding as of May 31, 2010.
(2) 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, Mr.
Mills is the only "parent" and "promoter" of the company.
For the period ended May 31, 2010, a total of 9,000,000 shares of common stock
were issued to our sole officer and director, all of which are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Securities Act. Under Rule 144, the shares can be publicly
sold, subject to volume restrictions and restrictions on the manner of sale,
commencing one year after their acquisition. Under Rule 144, a shareholder can
sell up to 1% of total outstanding shares every three months in brokers'
transactions. Shares purchased in this offering, which will be immediately
resalable, and sales of all of our other shares after applicable restrictions
expire, could have a depressive effect on the market price, if any, of our
common stock and the shares we are offering.
Our sole officer and director will continue to own the majority of our common
stock after the offering, regardless of the number of shares sold. Since he will
continue control our company after the offering, investors in this offering will
be unable to change the course of our operations. Thus, the shares we are
offering lack the value normally attributable to voting rights. This could
result in a reduction in value of the shares you own because of their
ineffective voting power. None of our common stock is subject to outstanding
options, warrants, or securities convertible into common stock.
The company is hereby registering 3,000,000 of its common shares, in addition to
the 9,000,000 shares currently issued and outstanding. The price per share is
$0.01 (please see "Plan of Distribution" below).
The 9,000,000 shares currently issued and outstanding were acquired by our sole
officer and director for the period ended, May 31, 2010. We issued a total of
9,000,000 common shares for consideration of $9,000, which was accounted for as
a purchase of common stock.
28
DESCRIPTION OF SECURITIES
In the event the Company receives payment for the sale of their shares, Benefit
Solutions Outsourcing will receive all of the proceeds from such sales. Benefit
Solutions Outsourcing is bearing all expenses in connection with the
registration of the shares of the Company.
COMMON STOCK
The authorized common stock is five hundred million (500,000,000) shares with a
par value of $.0001 for an aggregate par value of fifty thousand dollars
($50,000).
Common Stock has the following rights:
* 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 common stock securities.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, and
assuming all 3,000,000 shares being offered are sold, present stockholders will
own approximately 75% 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.
29
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, Benefit Solutions Outsourcing will act as its own
transfer agent.
STOCK OPTION PLAN
The Board of Directors of Benefit Solutions Outsourcing 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. Benefit
Solutions Outsourcing may develop an incentive based stock option plan for its
officer and director and may reserve up to 10% of its outstanding shares of
common stock for that purpose.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed upon
for us by Schneider Weinberger & Beilly LLP.
EXPERTS
Conner & Associates, PC, our certified public accountants, have audited our
financial statements included in this prospectus and registration statement to
the extent and for the periods set forth in their audit report. Conner &
Associates, PC has presented its report with respect to our audited financial
statements. The report of Conner & Associates, PC is included in reliance upon
their authority as experts in accounting and auditing. Their consent to being
named as Experts is filed as Exhibit 23.1 to the Registration Statement of which
this Prospectus is a part.
30
FINANCIAL INFORMATION
---------------------
BENEFIT SOLUTIONS OUTSOURCING CORP
ITEM: PAGE NO.:
Report of Independent Registered Public Accounting Firm ............ F-2
Balance Sheet ...................................................... F-3
Statement of Operations ............................................ F-4
Statement of Stockholder's Equity .................................. F-5
Statement of Cash Flows ............................................ F-6
Notes .............................................................. F-7
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Benefit Solutions Outsourcing Corp.
Roseville, California
We have audited the accompanying balance sheet of Benefit Solutions Outsourcing
Corp. ("a Development Stage Enterprise") (the "Company") as of May 31, 2010, and
the related statements of income, stockholder's equity and cash flows for the
period from May 11, 2010 (inception) to May 31, 2010. The Company's management
is responsible for these financial statements. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 the Company as of May 31, 2010,
and the results of its operations and its cash flows for the period from May 11,
2010 (inception) to May 31, 2010 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 Notes 1 & 6 to the
financial statements, the Company is in the development stage. Its ability to
continue as a going concern is dependent upon its ability to develop additional
sources of capital, and ultimately achieve profitable operations from the
development of its planned business. These conditions raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Conner & Associates, PC
CONNER & ASSOCIATES, PC
Newtown, Pennsylvania
30 June 2010
F-2
BENEFIT SOLUTIONS OUTSOURCING CORP
(A Development Stage Enterprise)
BALANCE SHEET
MAY 31, 2010
________________________________________________________________________________
ASSETS
------
Current assets
- --------------
Cash and cash equivalents ..................................... $ 9,000
-------
Total assets ........................................................ $ 9,000
=======
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Current liabilities
- -------------------
Accounts payable and accrued expenses ......................... $ 3,600
-------
Total liabilities ................................................... 3,600
-------
Commitment and contingencies ........................................ -
-------
Stockholder's equity
- --------------------
Authorized:
500,000,000 common shares, $0.0001 par value
Issued and outstanding shares:
9,000,000 common shares ....................................... 900
Additional paid-in capital .................................... 8,100
Deficit accumulated during the development stage .............. (3,600)
-------
Total stockholder's equity .......................................... 5,400
-------
Total liabilities and stockholder's equity .......................... $ 9,000
=======
The accompanying notes should be read in conjunction with the
financial statements
F-3
BENEFIT SOLUTIONS OUTSOURCING CORP
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
For the period from May 11, 2010 (inception) to May 31, 2010
________________________________________________________________________________
Net sales ........................................................ $ -
-----------
Cost of sales .................................................... -
-----------
Gross profit ..................................................... -
-----------
General & administrative ......................................... 100
Legal and professional fees ...................................... 3,500
-----------
Total expenses ................................................... 3,600
-----------
Income (loss) from operations .................................... (3,600)
-----------
Provision for income taxes ....................................... -
-----------
Net (loss) ....................................................... $ (3,600)
===========
Weighted average number of common shares outstanding
(basic and fully diluted) ........................................ 9,000,000
-----------
Basic and diluted (loss) per common share ........................ Nil
===========
Nil = <$.01
The accompanying notes should be read in conjunction with the
financial statements
F-4
BENEFIT SOLUTIONS OUTSOURCING CORP
(A Development Stage Enterprise)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
For the period May 11, 2010 (Inception) to May 31, 2010
____________________________________________________________________________________________
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development Stockholder's
Shares Amount Capital Stage Equity
--------- ------ ---------- ----------- -------------
Balance,
May 11, 2010 (Inception) ....... - $ - $ - $ - $ -
--------- ------ ---------- ----------- ------------
Common shares issued to Founder
for cash at $0.001 per share
(par value $0.0001) on 5/12/2010 9,000,000 900 8,100 - 9,000
Net (loss) ..................... - - - (3,600) (3,600)
--------- ------ ---------- ----------- ------------
Balance, May 31, 2010 .......... 9,000,000 $ 900 $ 8,100 $ (3,600) $ 5,400
========= ====== ========== =========== ============
The accompanying notes should be read in conjunction with the
financial statements
F-5
BENEFIT SOLUTIONS OUTSOURCING CORP
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
For the period from May 11, 2010 (inception) to May 31, 2010
________________________________________________________________________________
Cash flows from operating activities
Net (loss) ......................................................... $ (3,600)
Adjustments to reconcile net (loss) to net
cash used in operating activities:
Increase (decrease) in accounts payable ............................ 3,600
--------
Net cash (used in) operating activities ............................ -
--------
Cash flows from financing activities
Proceeds from issuance of common stock ............................. 9,000
--------
Net cash provided by financing activities .......................... 9,000
--------
Net increase in cash and cash equivalents .......................... 9,000
Cash - beginning of period ......................................... -
--------
Cash - end of period ............................................... $ 9,000
========
Supplemental disclosure of cash flow information:
Taxes paid ......................................................... -
Interest paid ...................................................... $ -
========
The accompanying notes should be read in conjunction with the
financial statements
F-6
BENEFITS SOLUTIONS OUTSOURCING CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
MAY 11, 2010 (INCEPTION) TO MAY 31, 2010
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Benefits Solutions Outsourcing Corp. (the "Company") is a development stage
company, incorporated in the State of Florida on May 11, 2010. The Company
intends to offer small and medium sized businesses services that reduce
invoicing expenses, speed receipt of monies, and allow authorization and
recovery of paper drafts. The Company intends to provide instant cash flow for
small and medium sized businesses and reduces expenses associated with invoicing
with services that include pre-authorized checking, electronic payments,
electronic check conversion, electronic check recovery, and telephone checks.
The Company's management has chosen May 31st for its fiscal year end.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
Basis of Presentation
- ---------------------
The accompanying financial statements have been prepared in accordance with
United States generally accepted accounting principles (US GAAP) for financial
information and in accordance with the Securities and Exchange Commission's
Regulation S-X. They reflect all adjustments which are, in the opinion of the
Company's management, necessary for a fair presentation of the financial
position and operating results as of and for the period May 11, 2010(date of
inception) to May 31, 2010.
Accounting Basis
- ----------------
The Company is currently a development stage enterprise reporting under the
provisions of Accounting Standards Codification ("ASC") 915, Development Stage
Entity. 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
- -------------------------
Cash and cash equivalents are reported in the balance sheet at cost, which
approximates fair value. For the purpose of the financial statements cash
equivalents include all highly liquid investments with maturity of three months
or less.
Fair Value of Financial Instruments
- -----------------------------------
The fair value of cash and cash equivalents and accounts payable approximates
the carrying amount of these financial instruments due to their short maturity.
F-7
BENEFITS SOLUTIONS OUTSOURCING CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
MAY 11, 2010 (INCEPTION) TO MAY 31, 2010
Earnings (Loss) per Share
- -------------------------
The Company adopted ASC 260, Earnings per Share. 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 for the period. 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, and none are contemplated in
the near future.
Income Taxes
- ------------
The Company adopted ASC 740, Income Taxes, at its inception. Under ASC 740,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets, including tax loss and credit carryforwards, and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred income tax expense represents the change during the
period in the deferred tax assets and deferred tax liabilities. The components
of the deferred tax assets and liabilities are individually classified as
current and non-current based on their characteristics. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. No deferred tax assets or liabilities were recognized as of May 31,
2010.
Advertising
- -----------
The Company will expense advertising as incurred. The advertising since
inception has been zero.
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.
F-8
BENEFITS SOLUTIONS OUTSOURCING CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
MAY 11, 2010 (INCEPTION) TO MAY 31, 2010
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.
Related Parties
- ---------------
Related parties, which can be a corporation, individual, investor or another
entity are considered to be related if the party has the ability, directly or
indirectly, to control the other party or exercise significant influence over
the Company in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common
significant influence. The Company has these relationships.
Property
- --------
The Company does not own any real estate or other properties. The Company's
office is located at 1136 Lead Hill Blvd., Suite 100, Roseville CA 95661.
Recently Issued Accounting Pronouncements
- -----------------------------------------
In June 2009, the Financial Accounting Standards Board ("FASB") issued SFAS No.
168, "The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles - a replacement of FASB Statement No. 162,"
("SFAS 168"). SFAS 168 establishes the FASB Accounting Standards Codification
("Codification") as the source of authoritative generally accepted accounting
principles ("GAAP") for nongovernmental entities. The Codification does not
change GAAP. Instead, it takes the thousands of individual pronouncements that
currently comprise GAAP and reorganizes them into approximately ninety
accounting topics, and displays all topics using a consistent structure.
Contents in each topic are further organized first by subtopic, then section and
finally paragraph. The paragraph level is the only level that contains
substantive content. Citing particular content in the Codification involves
specifying the unique numeric path to the content through the topic, subtopic,
section and paragraph structure. FASB suggests that all citations begin with
"FASB ASC," where ASC stands for Accounting Standards Codification. Changes to
the ASC subsequent to June 30, 2009 are referred to as Accounting Standards
Updates ("ASU").
In conjunction with the issuance of SFAS 168, the FASB also issued its first
Accounting Standards Update No. 2009-1, "Topic 105 -Generally Accepted
Accounting Principles" ("ASU 2009-1") which includes SFAS 168 in its entirety as
a transition to the ASC.
ASU 2009-1 is effective for interim and annual periods ending after September
15, 2009 and will not have an impact on the Company's financial position or
results of operations but will change the referencing system for accounting
standards.
As of May 31, 2010, all citations to the various SFAS' have been eliminated and
will be replaced with FASB ASC as suggested by the FASB in future interim and
annual financial statements.
F-9
BENEFITS SOLUTIONS OUTSOURCING CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
MAY 11, 2010 (INCEPTION) TO MAY 31, 2010
As of May 31, 2010, the Company does not expect any of the recently issued
accounting pronouncements to have a material impact on its financial condition
or results of operations.
The Company has adopted all recently issued accounting pronouncements. The
adoption of the accounting pronouncements, including those not yet effective, is
not anticipated to have a material effect on the financial position or results
of operations of the Company.
NOTE 3. INCOME TAXES
The Company provides for income taxes under ASC Topic 740 which 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.
ASC Topic 740 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.
The Company utilizes the asset and liability method for financial reporting of
income taxes. Deferred tax assets and liabilities are determined based on
temporary differences between financial reporting and the tax basis of assets
and liabilities, and are measured by applying enacted rates and laws to taxable
years in which such differences are expected to be recovered or settled. Any
changes in tax rates or laws are recognized in the period when such changes are
enacted.
As of May 31, 2010, the Company has $1,404 in gross deferred tax assets
resulting from net operating loss carry-forwards. A valuation allowance has been
recorded to fully offset these deferred tax assets because the Company's
management believes future realization of the related income tax benefits is
uncertain. Accordingly, the net provision for income taxes is zero for the
period May 11, 2010 (inception) to May 31, 2010. As of May 31, 2010, the Company
has federal net operating loss carry forwards of approximately $3,600 available
to offset future taxable income through 2030. The difference between the tax
provision at the statutory federal income tax rate on May 31, 2010 and the tax
provision attributable to loss before income taxes is as follows:
For the period
May 11, 2010
(inception) through
May 31, 2010
-------------------
Statutory federal income taxes .......... 34.0%
State taxes, net of federal benefits .... 5.0%
Valuation allowance ..................... -39.0%
------------------
Income tax rate ......................... -
==================
The Company has not filed income tax returns since the date of inception.
F-10
BENEFITS SOLUTIONS OUTSOURCING CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
MAY 11, 2010 (INCEPTION) TO MAY 31, 2010
As of May 31, 2010, the Company had estimated net loss carry forwards of
approximately $3,600 which expires through its tax year ending 2030. Utilization
of these net operating loss carry forwards may be limited in accordance with
IRCD Section 382 in the event of certain shifts in ownership.
NOTE 4. STOCKHOLDERS' EQUITY
Preferred Stock
- ---------------
As of May 31, 2010, the Company did not have any preferred stock authorized,
issued nor outstanding.
Common Stock
- ------------
On May 12, 2010, the Company issued 9,000,000 of its $0.0001 par value common
stock for $9,000 cash to the founder of the Company. The issuance of the shares
was made to the sole officer and director of the Company and an individual who
is a sophisticated and accredited investor, therefore, the issuance was exempt
from registration of the Securities Act of 1933 by reason of Section 4 (2) of
that Act.
As of May 31, 2010, there are 500,000,000 Common Shares at $0.0001 par value
authorized with 9,000,000 issued and outstanding.
NOTE 5. RELATED PARTY TRANSACTIONS
As of May 31, 2010, the sole officer and sole director of the Company is
involved in other business activities and may, in the future, become involved in
other business opportunities that become available. He may face a conflict in
selecting between the Company and other business interests. The Company has not
formulated a policy for the resolution of such conflicts.
NOTE 6. GOING CONCERN
As of May 31, 2010, the accompanying audited financial statements have been
presented on the basis that it is a going concern in the development stage,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.
For the period May 11, 2010 (date of inception) through May 31, 2010 the Company
has had a net loss of $3,600 consisting of SEC audit fees and incorporation fees
for the Company to initiate its SEC reporting requirements.
As of May 31, 2010, the Company has not emerged from the development stage. In
view of these matters, recoverability of any asset amounts shown in the
accompanying audited financial statements is dependent upon the Company's
ability to begin operations and to achieve a level of profitability. Since
inception, the Company has financed its activities principally from the sale of
equity securities. The Company intends on financing its future development
activities and its working capital needs largely from loans and the sale of
public equity securities with some additional funding from other traditional
financing sources, including term notes, until such time that funds provided by
operations are sufficient to fund working capital requirements.
F-11
BENEFITS SOLUTIONS OUTSOURCING CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
MAY 11, 2010 (INCEPTION) TO MAY 31, 2010
NOTE 7. CONCENTRATION OF RISKS
Cash Balances
- -------------
The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). All other deposit accounts at FDIC-insured
institutions were 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, returned to $100,000 per depositor. The
Company had no deposits in excess of insured amounts as of May 31, 2010.
NOTE 8. SUBSEQUENT EVENTS
On June 30, 2010, the Company filed a Form S-1 Registration Statement under the
Securities of 1933 wherein the Company is seeking to raise $30,000 in the form
of equity securities.
As of June 30, 2010, the date the audited financial statements were available to
be issued, there are no other subsequent events that are required to be recorded
or disclosed in the accompanying financial statements as of and for the period
ended May 31, 2010.
F-12
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.
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. 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 *
Legal Services ............... 3,500
Transfer Agent ............... 500
-------
TOTAL ................... $ 5,000
-------
* estimate
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
To the fullest extent permitted by the Florida Business Corporation Act, the
Corporation shall indemnify, or advance expenses to, any person made, or
threatened to be made, a party to any action, suit or proceeding by reason of
the fact that such person (i) is or was a director of the Corporation; (ii) is
or was serving at the request of the Corporation as a director of another
corporation, provided that such person is or was at the time a director of the
Corporation; or (iv)is or was serving at the request of the Corporation as an
officer of another Corporation, provided that such person is or was at the time
a director of the corporation or a director of such other corporation, serving
at the request of the Corporation. Unless otherwise expressly prohibited by the
Florida Business Corporation Act, and except as otherwise provided in the
previous sentence, the Board of Directors of the Corporation shall have the sole
and exclusive discretion, on such terms and conditions as it shall determine, to
indemnify, or advance expenses to, any person made, or threatened to be made, a
party to any action, suit, or proceeding by reason of the fact such person is or
was an officer, employee or agent of the Corporation as an officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise.
Our bylaws provide for the indemnification of our directors and officers to the
fullest extent permitted by the Florida Business Corporation Act. We are not,
however, required to indemnify any director or officer in connection with any
(a) willful misconduct, (b) willful neglect, or (c) gross negligence toward or
on behalf of us in the performance of his or his duties as a director or
officer. We are required to advance, prior to the final disposition of any
proceeding, promptly on request, all expenses incurred by any director or
officer in connection with that proceeding on receipt of any undertaking by or
on behalf of that director or officer to repay those amounts if it should be
determined ultimately that he or she is not entitled to be indemnified under our
bylaws or otherwise.
We have been advised that, in the opinion of the SEC, any indemnification for
liabilities arising under the Securities Act of 1933 is against public policy,
as expressed in the Securities Act, and is, therefore, unenforceable.
II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
(a) Prior sales of common shares
Benefit Solutions Outsourcing, Corp. is authorized to issue up to 500,000,000
shares of common stock with a par value of $0.0001. For the period ended May 31,
2010, we had issued 9,000,000 common shares to our sole officer and director for
a total consideration of $9,000. The issuance of the shares was made to the sole
officer and director of the Company and an individual who is a sophisticated and
accredited investor, therefore, the issuance was exempt from registration of the
Securities Act of 1933 by reason of Section 4 (2) of that Act.
Benefit Solutions Outsourcing, Corp. 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, Benefit Solutions Outsourcing, Corp. has sold the
following securities which were not registered under the Securities Act of 1933,
as amended:
For the period ended May 31, 2010, Benefit Solutions Outsourcing, Corp. issued
9,000,000 shares of common stock to the sole officer and director for cash
proceeds of $9,000 at 0.001 per share.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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 Benefit Solutions Outsourcing, Corp.*
3.2 Bylaws of Benefit Solutions Outsourcing, Corp.*
4.1 Specimen Stock Certificate of Benefit Solutions Outsourcing, Corp.*
5.1 Opinion of Counsel.*
14.1 Code of Business Conduct and Ethics.*
23.1 Consent of Accountants.**
23.2 Consent of Counsel (included in Exhibit 5.1).*
99.1 Subscription Documents and Procedure of Benefit Solutions
Outsourcing, Corp.*
_________________
* previously filed
** filed herewith
II-2
(B) DESCRIPTION OF EXHIBITS
EXHIBIT 3.1 Articles of Incorporation of Benefit Solutions Outsourcing, Corp.
EXHIBIT 3.2 Bylaws of Benefit Solutions Outsourcing, Corp.
EXHIBIT 4.1 Specimen Stock Certificate of Benefit Solutions Outsourcing, Corp.
EXHIBIT 5.1 Opinion of Counsel.
EXHIBIT 14.1 Code of Business Conduct and Ethics.
EXHIBIT 23.1 Consent of Accountants.
EXHIBIT 23.2 Consent of Counsel.
EXHIBIT 99.1 Subscription Documents and Procedure of Benefit Solutions
Outsourcing, Corp.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of
the offering.
II-3
4. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
i. 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.
5. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on this Form S-1. Furthermore, the registrant has
authorized this registration statement and has duly caused this Form S-1
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Roseville, CA 95661, on this 6th day of August, 2010.
Benefit Solutions Outsourcing, Corp.
/s/ Jamie Mills
- ---------------
Jamie Mills
President, Chief Executive Officer, Sole Member of the Board of Directors
Chief Financial Officer
Principal Accounting Officer
Secretary
Know all men by these present, that each person whose signature appears below
constitutes and appoints Jamie Mills, as agent, with full power of substitution,
for his and in his name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments, to this registration
statement, and to file the same, therewith, with the Securities and Exchange
Commission, and to make any and all state securities law filings, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying the confirming all that said attorney-in-fact and agent, or any
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form S-1
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ Jamie Mills August 6, 2010
- ---------------
President, Chief Executive Officer, Sole Member of the Board of Directors
Chief Financial Officer
Principal Accounting Officer
Secretary
II-5