As Filed With the Securities and Exchange Commission on August 16, 2010
Registration No. 333-162461
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SHAWCORE DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
Nevada 2452 42-1766696
(State or Jurisdiction Of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Code Number) Identification Number)
329 Manchester Road Corporate Service of Nevada
Deepcar, Sheffield 502 North Division Street, Carson City
England, S36 2RB Nevada 89703
Tel: 011 44 161 884 0149 Fax: 44 7006 063 195 Tel: (775) 883-3711, Fax: (775) 883-2723
(Address and telephone number of (Name, address and telephone
registrant's executive office) number of agent for service)
With a Copy to:
Diane D. Dalmy, Attorney at Law, 8965 W. Cornell Place, Lakewood, Colorado 80227
telephone (303) 985.9324
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
From time to time after this Registration Statement is declared effective.
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) 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(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
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 Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (1) Price (2) Fee (2)
- --------------------------------------------------------------------------------
Common Stock 2,375,000 $0.07 per share $166,250 $9.28
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
(2) In the event of a stock split, stock dividend or similar transaction
involving the common shares of the registrant, in order to prevent
dilution, the number of shares of common stock registered shall be
automatically increased to cover additional shares in accordance with Rule
416(a) under the United States Securities Act of 1933, as amended (the
"Securities Act").
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 SECTION 8(A), MAY
DETERMINE.
================================================================================
SUBJECT TO COMPLETION
PROSPECTUS
SHAWCORE DEVELOPMENT CORP.
2,375,000 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus for a period of up to two years
from the effective date.
Our common stock is presently not traded on any market or securities exchange or
quoted on any quotation service.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" STARTING ON PAGE 5.
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 IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
We sold an aggregate of 2,375,000 shares to the selling shareholders named in
this Prospectus in connection with certain private placement transactions we
completed on February 20, 2009, June 8, 2009 and August 8, 2009. Of the
aggregate shares sold, 1,500,000 shares were sold at a price of $0.001, 600,000
shares were sold at a price of $0.01. 250,000 were sold at a price of $0.04. The
sales price to the public is fixed at $0.07 per share unless and until our
shares are quoted on the OTC Bulletin Board. We determined this fixed offering
price arbitrarily by adding a $0.03 premium to the last sale price of our common
stock to investors. Therefore, in the event the selling shareholders sell the
shares at a price per share of $0.07, the net proceeds to be received by the
selling shareholders will range from $0.03 to $0.069 per share and the total
amount of the offering will be approximately $117,562.50 based on an average of
the per share selling prices. Although we intend to apply for quotation of our
common stock on the OTC Bulletin Board through a market maker, public trading of
our common stock may never materialize. If our common stock becomes traded on
the OTC Bulletin Board, then the sale price to the public will vary according to
prevailing market prices or privately negotiated prices by the selling
shareholders.
The selling shareholders and any broker/dealers who act in connection with the
sale of the shares will be deemed to be "underwriters" within the meaning of the
Securities Acts of 1933, and any commissions received by them and any profit on
any resale of the shares as a principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
The relationship between the selling shareholders and our sole officer and
director, Mr. Gary Burkinshaw, is one of either family ties or pre-existing and
substantive relationships
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 this prospectus. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS: AUGUST __, 2010
TABLE OF CONTENTS
PAGE
----
SUMMARY 3
RISK FACTORS 5
FORWARD-LOOKING STATEMENTS 9
USE OF PROCEEDS 9
DETERMINATION OF OFFERING PRICE 9
DILUTION 9
SELLING SHAREHOLDERS 9
PLAN OF DISTRIBUTION 12
DESCRIPTION OF SECURITIES 15
INTEREST OF NAMED EXPERTS AND COUNSEL 16
DESCRIPTION OF BUSINESS 16
LEGAL PROCEEDINGS 23
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 23
PLAN OF OPERATIONS 24
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 26
AVAILABLE INFORMATION 26
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 27
EXECUTIVE COMPENSATION 28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 29
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 29
FINANCIAL STATEMENTS 30
2
SUMMARY
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.
We intend to design and construct eco-friendly self assembly housing and storage
structures. Our intentions are to build a product that will be well suited to a
more environmentally conscious market looking for affordable quality housing and
storage that can be put together easily and quickly. Initially we will target
the resort and cabin markets of the UK, and the United States.
We were incorporated on September 25, 2008 under the laws of the state of
Nevada. Our principal offices are located at 329 Manchester Road Deepcar,
Sheffield England, S36 2RB. Our telephone number is 011 44 114 288.
THE OFFERING:
Securities Being Offered Up to 2,375,000 shares of common stock.
Offering Price The selling shareholders will sell our shares at a
fixed price of $0.07 per share unless and until our
shares are quoted on the OTC Bulletin Board. We
determined this offering price arbitrarily by
adding a $0.03 premium to the last sale price of
our common stock to investors.
There is no public market for our common stock. We
cannot give any assurance that the shares offered
will have a market value, or that they can be
resold at the offered price if and when an active
secondary market might develop, or that a public
market for our securities may be sustained even if
developed. The absence of a public market for our
stock will make it difficult to sell your shares in
our stock.
We intend to apply to the OTC Bulletin Board,
through a market maker that is a licensed broker
dealer, to allow the trading of our common stock
upon our becoming a reporting entity under the
Securities Exchange Act of 1934. If our common
stock becomes so traded and a market for the stock
develops, the actual price of stock will be
determined by prevailing market prices at the time
of sale or by private transactions negotiated by
the selling shareholders. The offering price would
thus be determined by market factors and the
independent decisions of the selling shareholders.
Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in this
prospectus.
Termination of the
Offering The offering will conclude when all of the
2,375,000 shares of common stock have been sold,
the shares no longer need to be registered to be
sold due to the operation of Rule 144 or we decide
at any time to terminate the registration of the
shares at our sole discretion but in no event later
than two years from the effective date of this
registration statement. ( Date of expiration will
be provided for this continuous offering once
known)
Securities Issued and
to be Issued 2,375,000 shares of our common stock to be sold in
this prospectus are issued and outstanding as of
the date of this prospectus. All of the common
stock to be sold under this prospectus will be sold
by existing shareholders.
Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
3
SUMMARY FINANCIAL INFORMATION
The following financial information summarizes the more complete historical
financial information at the end of this prospectus.
As of August 31, 2009 (Audited) As of May 31, 2010 (unaudited)
------------------------------- ------------------------------
BALANCE SHEET
Total Assets $ 19,737 1,402
Total Liabilities $ 299 4,299
Stockholders Equity $ 19,438 (2,897)
Period from September 25, 2008 Period from September 25, 2008
(date of inception) (date of inception)
to August 31, 2009 (Audited) to May 31, 2010 (unaudited)
---------------------------- ----------------------------
INCOME STATEMENT
Revenue $ -- --
Total Expenses $ 2,062 24,397
Net Loss $ (2,062) (24,397)
4
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The price of our common stock could decline due to any of
these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
At March 31, 2010, we had cash on hand of $1,402, and we have an accumulated a
deficit of $24,397 in business development expenses. Additional funding will be
needed to implement our business plan and for administrative expenses.
To date, we have been involved in limited organization and operational activity
such as developing our website and purchasing software for the design of our
products. We have not begun more intense operations and will not be able to
until we are able to raise the required funds to do so. We intend to raise the
required funds through an equity placement. However, there is no guarantee that
we will be able to raise the required cash and because of this our business may
fail. We have not generated any revenue from operations to date. To begin and
maintain operations for one year we will require the following expenses:
Initial Capital Expenses:
Tools and Machinery- $42,000.00
12 month shop lease- $24,000.00
Shop Assistant- $24,000.00
Electricity- $ 5,000.00
Marketing- $25,000.00
Initial Supplies- $54,000.00
* Initial Supplies are composed of supply and packaging materials for three
units of each product.
Supply and Packaging Expenses (per single unit basis):
Large Cabin- $9,500
Small Cabin- $6,700
Storage Shed- $1,800
* prices of lumber and other wood and metal products could vary depending on
commodity prices.
We anticipate that we will have to raise additional funding to grow and maintain
our operations until we are able to subsist on revenues from the sale of our
products. If we are not able to raise the capital necessary to fund our business
expansion objectives, we may have to delay the implementation of our business
plan.
We do not currently have any arrangements for financing. Obtaining additional
funding will be subject to a number of factors, including general market
conditions, investor acceptance of our business plan and initial results from
our business operations. These factors may impact the timing, amount, terms or
conditions of additional financing available to us. The most likely source of
future funds available to us is through the sale of additional shares of common
stock or advances from our sole director.
BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our sole officer and director, Gary Burkinshaw, will only be devoting limited
time to our operations. Mr. Burkinshaw intends to devote 35% of his business
time to our affairs. Because our sole officer and director will only be devoting
limited time to our operations, our operations may be sporadic and occur at
times which are convenient to him. As a result, operations may be periodically
interrupted or suspended which could result in a lack of revenues and a possible
5
cessation of operations. It is possible that the demands on Gary Burkinshaw from
his other obligations could increase with the result that he would no longer be
able to devote sufficient time to the management of our business. In addition,
Mr. Burkinshaw may not possess sufficient time for our business if the demands
of managing our business increase substantially beyond current levels.
BECAUSE WE HAVE ONLY ONE OFFICER AND DIRECTOR WHO HAS NO FORMAL TRAINING IN
FINANCIAL ACCOUNTING AND MANAGEMENT, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
We have only one officer and director. He has no formal training in financial
accounting and management; however, he is responsible for our managerial and
organizational structure, which will include preparation of disclosure and
accounting controls. When the disclosure and accounting controls referred to
above are implemented, he will be responsible for the administration of them.
Should he not have sufficient experience, he may be incapable of creating and
implementing the controls which may cause us to be subject to sanctions and
fines by the SEC which ultimately could cause an investor to lose their
investment. However, because of the small size of our expected operations, we
believe that he will be able to monitor the controls he will have created and
will be accurate in assembling and providing information to investors.
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE
FUTURE.
We will be incurring losses until we build a break-even level of revenue.
Further losses are anticipated in the development of our business. As a result,
there is substantial doubt about our ability to continue as a going concern. Our
ability to continue as a going concern is dependent upon our ability to generate
profitable operations in the future and/or to obtain the necessary financing to
meet our obligations and repay our liabilities arising from normal business
operations when they come due. We will require additional funds in order to move
forward with our business plan. At this time, we cannot assure investors that we
will be able to obtain financing. If we are unable to raise needed financing, we
will have to delay or abandon further operations. If we cannot raise financing
to meet our obligations, we will be insolvent and will be forced to cease our
business operations.
IF GARY BURKINSHAW, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL
NOT HAVE A CHIEF EXECUTIVE OFFICER. THIS COULD RESULT IN OUR OPERATIONS
SUSPENDING, AND INVESTORS COULD LOSE THIER INVESTMENT.
We depend on the services of our sole officer and director, Gary Burkinshaw for
the future success of our business. The loss of the services of Mr. Burkinshaw
could have an adverse effect on our business, financial condition and results of
operations. If he should resign or die we will not have a chief executive
officer. If that should occur, until we find another person to act as our chief
executive officer, our operations could be suspended. In that event it is
possible an investor could lose their entire investment. We do not carry any key
personnel life insurance policies on Mr. Burkinshaw and we do not have a
contract for his services.
BECAUSE OUR DIRECTOR OWNS 55.8% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, THEY
CAN MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY
SHAREHOLDERS.
Our director, Gary Burkinshaw, owns approximately 55.8% of the outstanding
shares of our common stock. Accordingly, he will have a significant influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations, and the sale of all or substantially all of
our assets. He will also have the power to prevent or cause a change in control.
The interests of our directors may differ from the interests of the other
stockholders and thus result in corporate decisions that are disadvantageous to
other shareholders.
6
U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF
PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST
THE COMPANY AND ITS SOLE NON-U.S. RESIDENT OFFICER AND DIRECTOR.
While we are organized under the laws of State of Nevada, our sole officer and
director is non-U.S. resident. Consequently, it may be difficult for investors
to affect service of process on Mr. Burkinshaw in the United States and to
enforce in the United States judgments obtained in United States courts against
Mr. Burkinshaw based on the civil liability provisions of the United States
securities laws. Since all our assets will be located in England it may be
difficult or impossible for U.S. investors to collect a judgment against us. As
well, any judgment obtained in the United States against us may not be
enforceable in the United States.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no
assurance that a market will develop. We aim to obtain quotation of our common
stock on the OTC Bulletin Board upon the effectiveness of the registration
statement, of which this prospectus forms a part. However, we can provide
investors with no assurance that our shares will be quoted on the OTC Bulletin
Board or, if quoted, that a public market will materialize. In order to obtain
quotation on the OTC Bulletin Board our company will be required to procure the
sponsorship of a registered market maker. There is no guarantee that we will
ever obtain the sponsorship of a market maker and as a result may be unable to
quote our common stock on the OTC Bulletin Board,
If no market is ever developed for our shares, it will be difficult for
shareholders to sell their stock. In such a case, shareholders may find that
they are unable to achieve benefits from their investment.
OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE
SECURITIES AND EXCHANGE COMMISSION AND THE MARKET IN OUR SECURITIES WILL BE
LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE
VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. A broker-dealer must also
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer, and sales person in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the activity in the secondary market for stock that becomes subject
to those penny stock rules. If a market for our common stock develops, our
common stock will probably become subject to the penny stock rules, and
shareholders may have difficulty in selling their shares.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
investors' shares.
7
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
We have never paid any dividends on our common stock. We do not expect to pay
cash dividends on our common stock at any time in the foreseeable future. The
future payment of dividends directly depends upon our future earnings, capital
requirements, financial requirements and other factors that our board of
directors will consider. Since we do not anticipate paying cash dividends on our
common stock, a return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock.
AS A SHELL COMPANY, WE FACE SUBSTANTIAL ADDITIONAL ADVERSE BUSINESS AND LEGAL
CONSEQUENCES.
On June 29, 2005, the Securities and Exchange Commission adopted final rules
amending the Form S-8 and the Form 8-K for shell companies like us. The
amendments expand the definition of a shell company to be broader than a company
with no or nominal operations/assets or assets consisting of cash and cash
equivalents. The amendments prohibit the use of a Form S-8 (a form used by a
corporation to register securities issued to an employee, director, officer,
consultant or advisors), under certain circumstances, and revise the Form 8-K to
require a shell company to include current Form 10 information, including
audited financing statements, in the filing on Form 8-K that the shell company
files to report the acquisition of a business opportunity. This initial filing
must be made within four days of the acquisition. The Form 8-K filing may be
reviewed by the Securities and Exchange Commission and the prospects of certain
disclosure or review of the lack of the ability to issue securities using a Form
S-8 may delay the consummation of any potential business combination.
AS A SHELL COMPANY, OUR SHAREHOLDERS WILL NOT BE ABLE TO RELY UPON RULE 144 FOR
THE RESALE OF THEIR SHARES.
In general, Rule 144 requires restricted securities to be held for a particular
length of time and prescribes the conditions which must be satisfied prior to
the sale of the securities. The Securities and Exchange Commission codified a
staff interpretation relating to the treatment of the securities of shell
companies, of which we are one. Under the amendments, Rule 144 is not available
for the resale of securities initially issued by a shell company (reporting or
non-reporting) or a former shell company. Therefore, the securities held by our
shareholders can be resold only through a resale registration statement unless
certain conditions are met. These conditions are:
* The company has ceased to be a shell company;
* The company is subject to the reporting requirements of Section 13 or
15 (d) of the Securities Exchange Act of 1934, as amended;
* The company has filed all reports and other materials required to be
filed by Section 13 or 15(d) of the Securities Exchange Act, as
applicable, during the preceding twelve months; and
* One year has elapsed since the Company has filed current "Form 10
information" with the Securities and Exchange Commission reflecting
its stats as an entity that is no longer a shell company.
If these conditions are satisfied, then our shareholders can resell their
securities subject to all other applicable Rule 144 conditions. See "Market for
Common Equity and Related Stockholder Matters - Rule 144 Shares".
WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.
We have never operated as a public company. We have no experience in complying
with the various rules and regulations, which are required of a public company.
As a result, we may not be able to operate successfully as a public company,
even if our operations are successful. We plan to comply with all of the various
8
rules and regulations, which are required of a public company. However, if we
cannot operate successfully as a public company, your investment may be
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
FORWARD-LOOKING STATEMENTS
This discussion contains certain statements which may be viewed as
forward-looking statements that involve risks and uncertainties. When used
herein, the words "believes", "anticipates", "expects" and similar expressions
are intended in certain circumstances, to identify forward-looking statements.
Such statements are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those projected, including the
risks of a startup company becoming profitable and raising the funds required to
do so. Given these uncertainties, you are cautioned not to place undue reliance
on such statements. There are no assurances the company can fulfill such
forward-looking statements. Such forward-looking statements are only
predictions; actual events or results may differ materially as a result of risks
facing the company. Some of these risks include changes in government
regulations, lack of financing and undercapitalization, inability to compete on
a price level with competitors, loss of supply contracts, and increases in
shipping costs
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at a fixed price of $0.07 per
share unless and until our shares are quoted on the OTC Bulletin Board. We
determined this offering price arbitrarily by adding a $0.03 premium to the last
sale price of our common stock to investors. There is no relationship between
this price and our assets, earnings, book value or any other objective criteria
of value.
We intend to apply to the OTC Bulletin Board through a market maker for the
quotation of our common stock upon our becoming a reporting entity under the
Securities Exchange Act of 1934. If our common stock becomes so traded and a
market for the stock develops, the actual price of stock will be determined by
prevailing market prices at the time of sale or by private transactions
negotiated by the selling shareholders. The offering price would thus be
determined by market factors and the independent decisions of the selling
shareholders.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
2,375,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
provided under Regulation S of the Securities Act of 1933. All shares were
acquired outside of the United States by non-U.S. persons. The shares include
the following:
1. 1,500,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation S of the Securities Act of 1933 that was completed on
February 20, 2009;
2. 600,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation S of the Securities Act of 1933 that was completed on
June 8, 2009;
9
3. 275,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation S of the Securities Act of 1933 that was completed on
August 8, 2009.
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.
Total Number of
Shares to Be
Offered For Total Shares to
Shares Owned Selling Be Owned Upon Percentage of Shares
Name of Selling Prior to This Shareholders Completion Of owned Upon Completion
Shareholder Offering Account This Offering of This Offering
----------- -------- ------- ------------- ----------------
Dale Burkinshaw 250,000 250,000 Nil Nil
Ross Burkinshaw 250,000 250,000 Nil Nil
Carla Burkinshaw 250,000 250,000 Nil Nil
Brian Burkinshaw 250,000 250,000 Nil Nil
Karen Burkinshaw 250,000 250,000 Nil Nil
Philomena Bentham 250,000 250,000 Nil Nil
Kerry Bentham 50,000 50,000 Nil Nil
David Bentham 50,000 50,000 Nil Nil
Michael Bentham 50,000 50,000 Nil Nil
10
Cassandra Turner 50,000 50,000 Nil Nil
Bethany Travis 50,000 50,000 Nil Nil
Antonia Jade Crossland 50,000 50,000 Nil Nil
Jake Grimstone 50,000 50,000 Nil Nil
Simon Levitt 50,000 50,000 Nil Nil
Rachel Kershaw 50,000 50,000 Nil Nil
Andrew Cawley 50,000 50,000 Nil Nil
Natalie Cheethem 50,000 50,000 Nil Nil
Emry Brigs 50,000 50,000 Nil Nil
Matthew Hall 25,000 25,000 Nil Nil
Todd Cheshire 25,000 25,000 Nil Nil
Daniel Ellis 25,000 25,000 Nil Nil
Michael Wright 25,000 25,000 Nil Nil
11
Robert Boxter 25,000 25,000 Nil Nil
Jason Albinson 25,000 25,000 Nil Nil
Robert Shaw 25,000 25,000 Nil Nil
Paul Clarke 25,000 25,000 Nil Nil
Melanie Jane Palmer 25,000 25,000 Nil Nil
Kimberley Jenkins 25,000 25,000 Nil Nil
Mark Haslam 25,000 25,000 Nil Nil
The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this table assume that none
of the selling shareholders sells shares of common stock not being offered in
this prospectus or purchases additional shares of common stock, and assumes that
all shares offered are sold. The percentages are based on 5,375,000 shares of
common stock issued and outstanding on the date of this prospectus.
The relationship between the selling shareholders and the Company's president,
Gary Burkinshaw is one of either family ties or pre-existing and substantive
relationships.
None of the selling shareholders:
1. has had a material relationship with us other than as a shareholder at
any time within the past three years;
2. has ever been one of our officers or directors;
3. is a broker-dealer; or a broker-dealer's affiliate.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions. There are no arrangements,
agreements or understandings with respect to the sale of these securities.
The selling shareholders will sell our shares at a fixed price of $0.07 unless
and until our shares are quoted on the OTC Bulletin Board. We determined this
offering price arbitrarily by adding a $0.03 premium to the last sale price of
our common stock to investors. We intend to contact an authorized OTC Bulletin
Board market-maker for sponsorship of our securities on the OTC Bulletin Board.
Although we intend to apply for quotation of our common stock on the OTC
12
Bulletin Board, public trading of our common stock may never materialize. If our
common stock becomes traded on the OTC Bulletin Board, then the sales price to
the public will vary according to the selling decisions of each selling
shareholder and the market for our stock at the time of resale.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144, when eligible.
If applicable, the selling shareholders may distribute shares to one or more of
their nominees who are unaffiliated with us. Such nominees may, in turn,
distribute such shares as described above. If these shares being registered for
resale are transferred from the named selling shareholders and the new
shareholders wish to rely on the prospectus to resell these shares, then we must
first file a prospectus supplement naming these individuals as selling
shareholders and providing the information required concerning the identity of
each selling shareholder and he or her relationship to us. There is no agreement
or understanding between the selling shareholders and any nominees with respect
to the distribution of the shares being registered for resale pursuant to this
registration statement.
For the purpose of this registration statement nominee will be defined as: (a) a
person or entity who is requested or named to act for another, such as an agent
or trustee, or (b) a potential successor to another's rights under a contract.
We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock.
The persons listed in the following table plan to offer the shares shown
opposite their respective names by means of this prospectus. The owners of the
shares to be sold by means of this prospectus are referred to as the "selling"
shareholders". The selling shareholders acquired their shares from us in private
negotiated transactions. These shares may be sold by one or more of the
following methods, without limitations.
* A block trade in which a broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
* Purchase by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;
* Ordinary brokerage transactions and transactions in which the broker
solicits purchasers
* Face to face transactions between sellers and purchasers without a
broker/dealer.
Presently, the selling shareholders cannot sell their common stock of our
company in accordance with new Rule 144 under the Securities Act because we are
defined as a "shell company."
In competing sales, brokers or dealers engaged by the selling shareholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from selling shareholders in amounts to be
negotiated. As to any particular broker-dealer, this compensation might be in
excess of customary commissions. Neither, we nor the selling stockholders can
presently estimate the amount of such compensation.
The selling shareholders and any broker/dealers who act in connection with the
sale of the shares will be deemed to be "underwriters" within the meaning of the
Securities Acts of 1933, and any commissions received by them and any profit on
any resale of the shares as a principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
If any selling shareholders enters into an agreement to sell his or her shares
to a broker/dealer as principal and the broker/dealer is acting as an
underwriter, we will file a post-effective amendment to the registration
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statement, of which this prospectus is a part, identifying the broker/dealer,
providing required information concerning the plan of distribution, and
otherwise revising the disclosures in this prospectus as needed. We will also
file the agreement between the selling shareholder and the broker/dealer as an
exhibit to the post-effective amendment to the registration statement.
We have advised the selling shareholders that they and any securities
broker/dealers or others who will be deemed to be statutory underwriters will be
subject to the prospectus delivery requirements under the Securities Act of
1933. We have advised each selling shareholder that in the event of a
"distribution" of the shares owned by the selling shareholder, such selling
shareholder, any "affiliated purchasers", and any broker/dealer or other person
who participates in the distribution may be subject to Rule 102 of Regulation M
under the Securities Exchange Act of 1934 ("1934 Act") until their participation
in that distribution is complete. Rule 102 makes it unlawful for any person who
is participating in a distribution to bid for or purchase stock of the same
class, as is the subject of the distribution. A "distribution" is defined in
Rule 102 as an offering of securities "that is distinguished from ordinary
trading transaction by the magnitude of the offering and the presence of special
selling efforts and selling methods". We have advised the selling shareholders
that Rule 101 of Regulation M under the 1934 Act prohibits any "stabilizing bid"
or "stabilizing purchase" for purpose of pegging, fixing or stabilizing the
price of the common stock in connection with this offering.
No selling shareholder (other than the current officer/director) has, or had,
any material relationship with our officers or directors. No selling shareholder
is affiliated with a broker/dealer.
The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which contains:
- a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
- a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to a
violation of such duties or other requirements;
- a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the bid and ask price;
- a toll-free telephone number for inquiries on disciplinary actions;
- a definition of significant terms in the disclosure document or in the
conduct of trading penny stocks; and
14
- such other information and is in such form (including language, type,
size, and format) as the Commission shall require by rule or
regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with:
- bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
COMMON STOCK
As of August 31, 2009, there were 5,375,000 shares of our common stock issued
and outstanding that are held by 30 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
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DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, an interest,
direct or indirect, in the registrant or any of its parents or subsidiaries. Nor
was any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Diane D. Dalmy, Attorney at Law has provided an opinion on the validity of our
common stock.
The financial statements included in this prospectus and the registration
statement have been audited by DeJoya Griffith & Company, LLC to the extent and
for the periods set forth in their report appearing elsewhere in this document
and in the registration statement filed with the SEC, and are included in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
DESCRIPTION OF BUSINESS
We were incorporated in the State of Nevada on September 25, 2008 and have not
begun operations. We intend to design and construct eco-friendly self assembly
housing and storage structures. Our intentions are to build a product that will
be well suited to a more environmentally conscious market looking for affordable
quality housing and storage that can be put together easily and quickly.
Initially we will target the resort and cabin markets of the UK and the United
States of America.
To date, we have been involved in limited organization and operational activity
such as developing our website and purchasing software for the design of our
products. We intend to engage in more intense operational activity, but we will
require additional capital to do so. We intend to raise the required funds
through an equity placement. However, there is no guarantee that we will be able
to raise the required cash and because of this our business may fail. We
estimate approximately $174,000.00 will be required for operations for our first
year. These expenses are set forth below.
16
Initial Capital Expenses:
Tools and Machinery- $42,000.00
12 month shop lease- $24,000.00
Shop Assistant- $24,000.00
Electricity- $ 5,000.00
Marketing- $25,000.00
Initial Supplies- $54,000.00
* Initial Supplies are composed of supply and packaging materials for three
units of each product.
In addition, we expect that our products will be fabricated on a build to order
basis and as such variable costs will be incurred before any revenue is received
by the company. These variable costs differ based on the product constructed.
Further detail on first year expenditures is listed below. Our plan of operation
is forward-looking and there is no assurance that we will ever implement our
business plan. We are a development stage company and have not earned any
revenue. It is likely that we will not be able to achieve profitability and will
have to cease operations due to the lack of funding.
Supply and Packaging Expenses (per single unit basis):
Large Cabin- $9,500
Small Cabin- $6,700
Storage Shed- $1,800
* prices of lumber and other wood and metal products could vary depending on
commodity prices.
If we are able to raise the required capital we intend to focus on three
products our first year of operations:
Large Cabin- 32x17 feet (5 rooms)
Small Cabin- 24x16 feet (3 rooms)
Storage Shed- 8x6 feet
Our homes will be designed so that two people will be able to erect and assemble
the structure within two days. The homes will arrive at the requested address in
kit form containing all the components and instructions required for self
assembly. Wood products used in fabrication will come from sustainable forests
and design will be utilized to assure low energy consumption. Building
regulations do differ from jurisdiction to jurisdiction and warnings will be
posted on the website and product to warn that the buyer should first check for
local planning permission before purchase.
Our business model is to procure our raw materials (lumber, flooring, tacking,
electrical, support, and roofing) from green sources. By green sources it is
meant that our lumber and other wood based products will come from eco-certified
forests, and recycled materials. The electrical and power generation products we
will supply and incorporate into our design will be energy and waste efficient.
The actual construction and design of our products will be conducted so that
material waste is kept to a minimum.
We intend to provide order options to include wind and solar power, as well as a
variety of flooring and roofing choices so that the client can chose the
specifications that best meet their needs and wants.
If we are able to raise the required funds Mr. Burkinshaw and a hired assistant
will design, construct and develop our products for shipping around the world.
Design-The actual dimensions and material requirements will be determined using
SolidBuilder architectural software purchased by us in May of 2009. This
software allows for a wide variety of designs and building material variations
in order to provide the unique specifications required for a packaged
pre-fabricated structure.
Material Ordering-Once a shop is established we intend to order the required
materials to construct approximately three units of each of our proposed
products. If we are able to expand our business through marketing efforts we
intend to order supplies as needed to keep inventory costs to a minimum. At
present we have a supply agreement with UAB Stilmeda with offices throughout
Europe. UAB Stilmeda has agreed to supply us with the majority of the raw wood
17
and specialty wood products required to build our final products. Other
materials including tacking, electrical, flooring and fixtures will be procured
from local industrial outfitters until the need arises for a lower-cost, bulk
supplier. Power generation supplies have not yet been procured.
Product Development- Raw materials will be formed and made ready for assembly by
Mr. Burkinshaw and a hired assistant. Electrical wires will be fashioned as
required while joist and other tacking materials will be packaged. Fixtures,
instructions and eco-certification documents will be packaged and the final
product will be stored until time of shipping.
Shipping-Finished product will be shipped to its final destination with tracking
information sent electronically to the client.
MARKET
There are many examples or new markets for low cost, "green" housing projects
throughout the world. Recently India announced that the country intends to more
than triple its square-footage of energy-efficient building space (Wealth Daily
August 24, 2009.). In addition, the United Arab Emirates is starting
construction of the world's first, carbon-neutral, zero-waste city. (Wealth
Daily August 24, 2009). Future projections by groups such as McGraw-Hill and the
National Association of Home Builders suggested that in the next 2 years they
expect to see a 5-10% increase in new green homes (Residential Green Building
SmartMarket Report). These projects and projections are just examples of a trend
that we believe shows positive signals for our business plan. Our company in no
way has any contracts, nor do we intend to bid for, any contracts in these two
projects.
MARKETING
A corporate website is currently being completed where we will have detailed
specifications on each of our products as well as an assembly manual so
interested parties can understand the simplicity of our products. At present our
website shows designes of our products completed using SolidBuilder software we
purchased in May of 2009. We intend to have our corporate website fully
operational by July of 2010. Once construction of our products commences we
intend have pictures of exteriors and interiors of actual homes we have designed
and built shown on the corporate website. The corporate website will provide the
portal for not only information on our products but also where the majority of
the transactions will take place. We intend to have credit card software set up
in order to take payments online but we will also have a direct phone line where
orders can be handled via check or money order as well. The website will also
focus on the "green" aspect of the company and give a detailed description of
the entire supply chain from the forests we procure our wood to the materials
and methods used to ship the final product.
Other methods of communication will include:
- Informal marketing/networking
- activities such as joining organizations.
- Trade shows attendance
- Publications in news papers and green magazines
REVENUE
Should the Company start operations the revenue will come from the purchase of
housing and storage structures. Specific prices may change due to elasticity of
demand and fluctuations in commodity prices but currently we have set our
product prices below:
Large Cabin- $28,000.00
Small Cabin- $22,500.00
Storage Shed- $ 3,900.00
Transactions will take place through online purchases, and by check or money
orders. At present we do not have any current customers or customer contracts.
We cannot be certain that we will generate any revenues in the future.
18
COMPETITION
There are many companies that sell log cabin kits. However companies that focus
on attractive, affordable and ease of assembly are few. Our main competition
will be Argos. The major retailer has recently come out with a product that will
be in direct competition with our Large Cabin product. We do not have the name,
marketing budget, or economies of scale to compete on a price level with Argos,
but will instead compete based on the "green" edge and quality of final product.
Our failure to maintain a competitive position within the market could have a
materially adverse effect on our business, financial condition and results of
operations.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party of a
products liability action, we may not have sufficient funds to defend the
litigation. If that occurs a judgment could be rendered against us that could
cause us to cease operations.
EMPLOYEES
We are a development stage company and currently have no employees, other than
our sole officer and director. Our sole officer and director, Gary Burkinshaw,
will only be devoting limited time to our operations. Mr. Burkinshaw intends to
devote 35% of his business time to our affairs. Because our sole officer and
director will only be devoting limited time to our operations, our operations
may be sporadic and occur at times which are convenient to him. As a result,
operations may be periodically interrupted or suspended which could result in a
lack of revenues and a possible cessation of operations. It is possible that the
demands on Gary Burkinshaw from his other obligations could increase with the
result that he would no longer be able to devote sufficient time to the
management of our business. In addition, Mr. Burkinshaw may not possess
sufficient time for our business if the demands of managing our business
increase substantially.
We intend to hire additional employees on an as needed basis.
GOVERNMENT REGULATIONS
UNITED STATES
Our housing products will be regulated by the United States Department of
Housing and Urban Development (HUD) and specifically the Manufactured Housing
Construction and Safety Standards Act of 1974 (the "Manufactured Housing
Construction and Safety Act"). The Manufactured Housing Construction and Safety
Act regulate all aspects of manufactured home and manufactured home
construction. As defined under the Manufactured Housing Construction and Safety
Act, a manufactured home is any structure designed as a dwelling unit, i.e. any
structure that has one of more habitable rooms. Therefore, the Manufactured
Housing Construction and Safety Act is applicable to our products. The
Manufactured Housing Construction and Safety Act govern all arrangements and
methods of construction for manufactured homes. HUD began to regulate the
construction of manufactured homes in 1976 pursuant to the provisions of the
Manufactured Housing Construction and Safety Act.
The rules and regulations promulgated under the Manufactured Housing
Construction and Safety Act cover all aspects of manufactured home construction,
including structural integrity, fire safety, wind loads, thermal efficiency and
ventilation. As required by the rules and regulations, all plans and
specifications for our manufactured homes are reviewed by a HUD-approved
independent third party, and each home is required to be inspected by a
different HUD-approved third party prior to its completion. These inspections
are in addition to our own rigorous inspection program. Failure to comply with
HUD regulations would expose us to a wide variety of sanctions, ranging from
repair or repurchase of any home deemed defective or hazardous, to intensive
inspection of manufacturing facilities, or to closing our plants. Management
believes that our manufactured homes will meet or surpass all present HUD
requirements.
19
The Manufactured Housing Construction and Safety Act set forth the compliance
standards for gaining approval for the manufactured homes. First, with each new
manufactured home, the manufacturer must provide installation designs and
instructions that have been approved by HUD. The approved installation
instructions must include all topics covered in the Model Installation Standards
for the installation of manufactured homes. These installation instructions and
any variations thereto must provide protection to residents of the manufactured
homes that equals or exceeds the protection provided by the Model Installation
Standards and must not take the manufactured home out of compliance with the
Model Installation Standards. These instructions must insure that each home will
be supported and anchored in a manner that is capable of meeting or exceeding
the design loads required by the Model Installation Standards. In addition, if
the actual design in any way differs from the original instructions, a
professional engineer or registered architect must certify the compliance with a
certification.
All aspects of the home must gain approval under the Manufactured Housing
Construction and Safety Act. Furthermore, this includes the foundation, pier and
footing specifications, drainage, ground and soil conditions, leveling, and fire
separation. Management believes that our installation instructions will be
approved by HUD. As of the date of this Prospectus, we have not submitted our
installation instructions to HUD for approval and there is no assurance that our
installation instructions will be approved. Management believes that the
installation instructions complies with the disclosure requirements of the
Manufactured Housing Construction and Safety Act and that the protections
provided thereunder are in compliance with the Model Installation Standards.
As a rough guide we would expect HUD approval for each type of product to take
6-8 weeks (for both inspection and approval of installation instructions). This
time period will vary and could be extended if inspection and approval process
come back with comments and suggested changes.
In addition, manufacturers are held accountable for building homes that are
compliant with HUD's standards pursuant to inspection by HUD agents, which are
referred to as Production Inspection and Primary Inspection Agencies (the
"IPIA"). The IPIA is responsible for certifying manufacturing plants before the
manufacturing plants can begin operations and for routinely inspecting
manufacturing in the plants to ensure that the manufacturing plants are in
compliance with the Manufactured Housing Construction and Safety Act rules and
regulations. There are ten states in the United States in which a state agency
acts as the IPIA. In the other states where mobile/manufactured home
manufacturing occurs, the IPIA is a private company. There are five such
companies. As of the date of this Prospectus, we intend to have a manufacturing
plant located within the United States. But have not determined which state.
In order to further ensure that mobile/manufactured home manufacturers construct
homes that are in compliance with the rules and regulations promulgated under
the Manufactured Housing Construction and Safety Act, the manufacturer must
employ a Design Approval Primary Inspection Agency (the "DAPIA"). These are
essentially engineering firms that must certify that the designs of
mobile/manufactured homes are consistent with the standards. As of the date of
this Prospectus, we are in the developmental stage and have not yet determined
employment of a DAPIA at this stage in the regulatory process.
When we are required to engage the services of a DAPIA, management fully intends
to employ the services of a private DAPIA. The approval process can at times be
cumbersome, but management estimates that we can gain approval within three to
six months of hiring the DAPIA firm. Thus, our position at the present time is
that of evaluating our options as to the best possible DAPIA firms. Morever, we
will seek to employ a registered architect in the event that any of our
customers want variations from the original plan. We also intend to create and
implement own design and safety and inspection program that will surpass the
requirements of HUD.
20
UNITED KINGDOM
Shawcore's intention is to carry out business throughout the United Kingdom
(UK). Accordingly the legislation which Shawcore must comply with will vary
dependent on the part of the UK in which the relevant transaction takes place.
Prior to construction works being carried out in the UK a party must procure
planning permission and a building warrant. Both of these will be granted by the
Local Authority for the area in which the property is being constructed.
By way of a general explanation the grant of planning permission will relate to
whether it is appropriate for there to be a building on a particular site,
taking into consideration neighbouring properties and any local development
plan. The grant of a building warrant will depend on the information submitted
in relation to the actual building to be constructed.
Whilst it may be for the individual buyer to procure planning permission and a
building warrant they will need to know that the product provided by Shawcore is
one for which a building warrant could be granted. In order for the building
warrant to be granted, drawings and specifications would be required to be
submitted to the Local Authority (which I expect would ultimately require to be
provided by Shawcore to the party constructing the building for onward
transmission to the Local Authority).
As a rough guide we would expect a planning application to take 8 weeks (from
application until a decision was reached by the relevant Local Authority). In
addition obtaining a building warrant could take approximately 4 weeks (any such
application should of course be made to the Local Authority before construction
began). Again these time periods will vary from Council to Council.
Shawcore will also need to comply with the Building Act of 1984 and the Building
Regulations of 2000 in England and Wales. In Scotland Shawcore will need to
comply with the Building (Scotland) Act 2003. These pieces of legislation set
out the law in relation to the construction of buildings. Any building (and the
process of building it) would require to conform with these. There are no
specific time lines for compliance with these however a failure to comply could
lead to delays during the building warrant stage (as further detailed below).
The aims of these acts is to promote the health, safety, well being and
convenience of persons in or about buildings or in matters connected with
buildings as well as aiming to further the conservation of fuel and power. The
acts try to achieve these aims by way of implementing certain building standards
in relation to goods, materials etc.
There are certain requirements that buildings must meet. These are general
requirements rather than detailed obligations. For example a Local Authority may
require that no more than a certain amount of heat is released from the building
once constructed, but it is up to the designer how they achieve this (and again
Shawcore will require to liase with the relevant professional to achieve these
requirements). Certain types of work can also be self certified by qualified
individuals however most will require to be approved by a building control
officer.
In addition, the introduction of European legislation now means that residential
properties within the UK must obtain an energy performance certificate (EPC). An
EPC provides an energy rating of a building based on the performance of the
building and the services contained within (such as air conditioning). It also
informs potential purchasers / tenants on the energy efficiency of their
proposed investment. An EPC is required in order for the Local Authority to
grant the property a completion certificate. A property without a completion
certificate cannot be sold/let or inhabited. Obtaining an EPC would be the
responsibility of the home owner (and as such would not be Shawcore's
responsibility) but the rating of the property (which ranges from "A" ie the
most efficient" to "F") will to a degree depend on the product provided by
Shawcore. Accordingly the desirability Shawcore's product may also depend on the
possible EPC rating that can be obtained by it. Again Shawcore will require to
liase with technical advisors in this regard.
There are other codes of practice (such as that entitled "Good Practice in
Selection of Construction Materials" produced by Ove Arup & Partners and various
21
British and European standards) which should also be complied with. In order to
facilitate this it is likely that Shawcore would require to instruct an
architect/engineer to review the design of the prefabricated components to
ensure compliance. The instruction of such a professional and their review of
the components would not be a lengthy procedure (perhaps taking a couple of
weeks) but this would be dependent on the other factors (such as the amount of
designs the professional would require to review etc).
In addition there will be further requirements implemented at the Local
Authority level (ie by the appropriate town/county Council in whose jurisdiction
the building was being constructed). Accordingly the implementation of the
legislation can vary from Council to Council dependent on their own internal
procedures and interpretation of the acts. Ultimately a Council will only grant
a building warrant under the acts if they are satisfied that the building meets
building standards.
There are other regulations which apply such as the CDM Regulations 2007 but
these relate to the construction of the building which we understand Shawcore
shall not be involved in.
There are more general pieces of legislation which apply throughout the UK in
relation to the sale of goods which will require to be taken into account, but
no specific actions are required.
The Sale of Goods Act 1979 - This act allows contractual terms relating to the
quality of goods to be implied into consumer contracts under which goods are
supplied. Shawcore will be entering into contracts with purchasers to supply
goods. Accordingly the act implies that goods supplied by Shawcore will be of
(a) a satisfactory quality and (b) reasonably fit for the purpose for which they
are being purchased;
The Consumer Protection Act 1987 - Under which producers can be held liable for
damage caused wholly or partly by a defect in the product which they provided.
The definition of "Goods" under the act is wide and includes manufactured
products and components. Accordingly the act would apply to any goods produced
by Shawcore.
The Supply of Goods and Services Act 1982 - This act seeks to protect consumers
against bad workmanship and provision of services. The act covers contracts
relating to the provision of both good and materials and accordingly would also
apply to Shawcore. The act implies terms into consumer contracts (ie that the
provider will exercise reasonable skill and care in the provision of the
relevant goods/services etc).
The Unfair Contract Terms Act 1977 - The act restricts the operation and
legality of some contracts (such as consumer contracts). The acts primary aim is
to render unreasonable terms which seek to exclude or limit liability as
ineffective or subject to reasonableness. Any contracts which Shawcore enters
into will be subject to the terms of this act (the act is mainly used in
conjunction with the acts noted above as well as Unfair Terms in Consumer
Contracts Regulations 1999).
At present we have not received or began the process to receive certification
for any of our products.
RESEARCH AND DEVELOPMENT
We have not conducted any research or development nor incurred any research or
development expenditures since our incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
22
OFFICES
Our office is currently located at 329 Manchester Road Deepcar, Sheffield
England, S36 2RB. Our telephone number is 011 44 161 884 0149. This location
does not have the storage capacity for inventory required by our anticipated
operations. We intend to move to a more suitable location if we are able to
raise additional capital through an equity placement. We do not pay any rent and
there is no agreement to pay any rent in the future. Such costs are immaterial
to the financial statements and, accordingly have not been reflected therein.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 502 North Division Street, Carson City, Nevada 89703
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate
obtaining quotation of our common stock on the OTC Bulletin Board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be quoted on the
OTC Bulletin Board or, if quoted, that a public market will materialize.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 30 registered
shareholders.
RULE 144 SHARES
All of the presently outstanding shares of our common stock are "restricted
securities" as defined under Rule 144 promulgated under the Securities Act and
may only be sold pursuant to an effective registration statement or an exemption
from registration, if available. The SEC has adopted final rules amending Rule
144 which have become effective on February 15, 2008. Pursuant to the new Rule
144, one year must elapse from the time a "shell company", as defined in Rule
405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a
"shell company" and files Form 10 information with the SEC, before a restricted
shareholder can resell their holdings in reliance on Rule 144. Form 10
information is equivalent to information that a company would be required to
file if it were registering a class of securities on Form 10 under the Exchange
Act. A Form 10 includes information such as a description of the company's
business, risk factors associated with the business, financial information,
description of the company's properties, the securities ownership of the
company's management and 5% shareholders, a description of management and the
board of directors, compensation for officers and directors, transactions in
which the company entered into with officers and directors, legal proceedings,
the market in which the company trades its stock, sales of unregistered
securities, among other information. Under the amended Rule 144, restricted or
unrestricted securities, that were initially issued by a reporting or
non-reporting shell company or a company that was at anytime previously a
reporting or non-reporting shell company, can only be resold in reliance on Rule
144 if the following conditions are met: (1) the issuer of the securities that
was formerly a reporting or non-reporting shell company has ceased to be a shell
company; (2) the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the
securities has filed all reports and material required to be filed under Section
13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve
months (or shorter period that the Issuer was required to file such reports and
materials), other than Form 8-K reports; and (4) at least one year has elapsed
from the time the issuer filed the current Form 10 type information with the SEC
reflecting its status as an entity that is not a shell company.
23
At the present time, we are classified as a "shell company" under Rule 405 of
the Securities Act Rule 12b-2 of the Exchange Act. As such, all restricted
securities presently held by the affiliates of our company may not be resold in
reliance on Rule 144 until: (1) we file Form 10 information with the SEC when we
cease to be a "shell company"; (2) we have filed all reports as required by
Section 13 and 15(d) of the Securities Act for twelve consecutive months; and
(3) one year has elapsed from the time we file the current Form 10 type
information with the SEC reflecting our status as an entity that is not a shell
company.
STOCK OPTION GRANTS
To date, we have not granted any stock options.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
PLAN OF OPERATION
Our plan of operations for the next twelve months is to complete the following
objectives within the time periods specified:
Our first milestone is to complete the registration of our shares for resale by
the selling stockholders named in this prospectus, effect registration of our
common stock as a class under the Exchange Act concurrently with the
effectiveness the registration statement of which this prospectus forms a part,
and then obtain a symbol to facilitate quotation of our shares on the OTC
Bulletin Board. . The remaining costs are expected to be approximately $20,500.
The nature of these costs is audit, legal, transfer agent fees and SEC
registration costs. There can be no assurance that we will obtain quotation on
the OTC Bulletin Board.
DEVELOP WEBSITE AND NETWORKS
Before we actually purchase the equipment and hire the necessary staff we will
complete the corporate website and begin initial marketing and networking
efforts. In order to finalize the website online payment processing and delivery
information is required. Marketing and networking efforts will be composed of
attending industry events and conferences as well as posting advertisements in
related magazines. Gary Burkinshaw will be using approximately 30% of his
available time to contact his extensive network and create awareness for the
company.
ESTABLISH OFFICE AND PURCHASE/LEASE EQUIPMENT
We believe that it will cost $174,000 to set up an office, hire an assistant and
obtain the necessary equipment to begin operations. Another option considered is
leasing equipment off of the President and sole Director Mr. Burkinshaw for the
24
initial 12 months. A suitable location has been found for a new shop and
inquires have been made regarding rental pricing and other obligations. Listed
below are our internally generated capital expenditure requirements for the
first fiscal year of operations.
Initial Capital Expenses:
Tools and Machinery*- $42,000.00
12 month shop lease- $24,000.00
Shop Assistant- $24,000.00
Electricity- $ 5,000.00
Marketing- $25,000.00
Initial Supplies**- $54,000.00
- ----------
* Shop table, saw horses, circular saw, power drill, jigsaw, orbital sander,
clamps, bench grinder, table saw, router, miter saw, storage, shop vacuum,
** Initial Supplies are composed of supply and packaging materials for three
units of each product.
BEGIN OPERATIONS
Once initial marketing is under way, equipment purchased and an assistant hired
we will be ready to accept orders for our products.
We intend to hire one part-time assistant to help with the assembly and
packaging of our products. Building materials will be ordered as needed so to
reduce storage requirements and inventory. We currently have a supply contract
in place with UAB Stilmeda with offices throughout Europe. UAB Stilmeda has
agreed to supply us with the majority of the raw wood and specialty wood
products required to build our final products. (See Exhibit 10.1) Mr. Burkinshaw
has verbally agreed to dedicate 100% of his available work hours to the
Company's operations once the corporate website is fully functional and the
demands of customers require this dedication. Mr. Burkinshaw and a hired
assistant will design, construct and develop our products for shipping around
the world.
Design-The actual dimensions and material requirements will be determined using
SolidBuilder architectural software purchased by the Company in May of 2009.
This software allows for a wide variety of designs and building material
variations in order to provide the unique specifications required for a packaged
pre-fabricated structure.
Material Ordering-Once a shop is established we intend to order the required
materials to construct approximately three units of each of our proposed
products. If we are able to expand our business through marketing efforts we
intend to order supplies as needed to keep inventory costs to a minimum. At
present we have a supply agreement with with UAB Stilmeda with offices
throughout Europe. UAB Stilmeda has agreed to supply us with the majority of the
raw wood and specialty wood products required to build our final products. (See
Exhibit 10.1). Other materials including tacking, electrical, flooring and
fixtures will be procured from local industrial outfitters until the need arises
for a lower-cost, bulk supplier. Power generation supplies have not yet been
procured but we have began searching for suppliers of small scale wind and solar
suppliers.
Product Development-Raw materials will be formed and made ready for assembly by
Mr. Burkinshaw and a hired assistant. Electrical wires will be fashioned as
required while joist and other tacking materials will be packaged. Fixtures,
instructions and eco-certification documents will be packaged and the final
product will be stored until time of shipping.
Shipping-Finished product will be shipped to its final destination with tracking
information sent electronically to the client.
25
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are a start-up company and have not generated
any revenues. We cannot guarantee success of our business operations. Our
business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources and possible cost overruns due
to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
RESULTS OF OPERATIONS FOR PERIOD ENDING AUGUST 31, 2009
We did not earn any revenues from our incorporation on September 25, 2008 to
August 31, 2009. We incurred operating expenses in the amount of $2,062 for the
period from our inception on September 25, 2008 through August 31, 2009. These
operating expenses were comprised of our initial web site development expenses.
We have not attained profitable operations and are dependent upon obtaining
financing to continue with our business plan. For these reasons, there is
substantial doubt that we will be able to continue as a going concern.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibitsYou may inspect the
registration statement, exhibits and schedules filed with the Securities and
Exchange Commission at the Commission's principal office in Washington, D.C.
Copies of all or any part of the registration statement may be obtained from the
Public Reference Section of the Securities and Exchange Commission, 100 F Street
NE, Washington, D.C. 20549. D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the operation of the public reference
rooms.
The Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. Our
registration statement and the referenced exhibits can also be found on this
site.
26
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officer and director and his age as of the date of this prospectus
is as follows:
DIRECTOR:
Name of Director Age
- ---------------- ---
Gary Burkinshaw 51
EXECUTIVE OFFICERS:
Name of Officer Age Office
- --------------- --- ------
Gary Burkinshaw 51 President, Chief Executive Officer, Secretary,
Treasurer, Chief Financial Officer and Chief
Accounting Officer
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business experience
of our sole officer and director for the past five years.
Since our inception on September 25, 2008, Gary Burkinshaw has been our
President, Chief Executive Officer, Secretary, Treasurer, Chief Financial
Officer, Chief Accounting Officer and sole member of our board of directors. Mr.
Burkinshaw attended Shircliffe College in 1974 where he completed the City and
Guilds Carpentry and Joinery program. Since completing his formal education Mr.
Burkinshaw has been self employed providing carpentry and joinery services. Gary
has not been a member of the board of directors of any corporations during the
last five years. He intends to devote approximately 35% of his business time to
our affairs.
During the past five years, Mr. Burkinshaw has not been the subject to any of
the following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Burkinshaw was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Mr.
Burkinshaw's involvement in any type of business, securities or
banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
TERM OF OFFICE
Our sole officer and director is appointed for a one-year term to hold office
until the next annual general meeting of our shareholders or until removed from
office in accordance with our bylaws.
27
SIGNIFICANT EMPLOYEES
We have no significant employees other than our sole officer and director.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period from our incorporation on September 25, 2008 to
August 31, 2009 (our fiscal year end) and subsequent thereto to the date of this
prospectus.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Gary Burkinshaw 2009 None None None None None None None None
President, CEO, CFO,
Secretary, Treasurer,
Chief Accounting
Officer, and
sole director
STOCK OPTION GRANTS
We have not granted any stock options to our executive officer since our
inception.
CONSULTING AGREEMENTS
We do not have an employment or consulting agreement with Gary Burkinshaw. We do
not pay him for acting as a director or officer.
28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group as at
April 5, 2010 except as otherwise indicated, all shares are owned directly.
Title of Name and Address Amount of Percent
Class of Beneficial Owner Beneficial Ownership of Class
----- ------------------- -------------------- --------
Common Gary Burkinshaw 3,000,000 55.8%
Stock President, Chief Executive Officer,
Chief Financial, Officer, Secretary,
Treasurer, Chief Accounting Officer
and sole Director
329 Manchester Road
Deepcar, Sheffield, England S36 2RB
Common All Officers and Directors as a 3,000,000 55.8%
Stock group that consists of one person shares
The percent of class is based on 5,375,000 shares of common stock issued and
outstanding as of April 5, 2010.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Burkinshaw purchased 3,000,000 shares of Shawcore Development Corp. at a
price of $0.001 per share on January 10, 2009. He currently owns 55.8% of the
company's outstanding common stock. None of the following parties has, since our
date of incorporation, had any material interest, direct or indirect, in any
transaction with us or in any presently proposed transaction that has or will
materially affect us:
* Any relative or spouse of any of the foregoing persons who has the
same house as such person;
* Immediate family members of directors, director nominees, executive
officers and owners of 5% or more of our common stock.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our sole officer and director is indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.
29
INDEX TO FINANCIAL STATEMENTS:
1. Report of Independent Registered Public Accounting Firm; F-1
2. Audited financial statements for the period from inception
(September 25, 2008) to August 31, 2009
a. Balance Sheets; F-2
b. Statements of Operations; F-3
c. Statement of Stockholders' Equity and F-4
d. Statement of Cash Flows F-5
e. Notes to Financial Statements F-6
3. Unaudited Financial statements for the period for the period
from inception (September 25, 2008) to February 28, 2010
a. Balance Sheets; F-11
b. Statements of Operations; F-12
d. Statements of Cash Flows F-13
e. Notes to Financial Statements F-14
4. Unaudited Financial statements for the period for the period
from inception (September 25, 2008) to May 31, 2010
a. Balance Sheets; F-18
b. Statements of Operations; F-19
c. Statements of Cash Flows F-20
d. Notes to Financial Statements F-21
30
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Stockholders
Shawcore Development Corp.
Deepcar, Sheffield England
We have audited the accompanying balance sheet of Shawcore Development Corp. (A
Development Stage Company) as of August 31, 2009, and the related statement of
operations, stockholders' equity, and cash flows from inception (September 25,
2008) through August 31, 2009. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the
financial statements based on our audit.
We conducted our audit in accordance with 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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 Shawcore Development Corp. (A
Development Stage Company) as of August 31, 2009, and the results of their
operations and cash flows from inception (September 25, 2008) through August 31,
2009 in conformity with accounting principles generally accepted in the United
States.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered losses from operations, which raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ De Joya Griffith & Company, LLC
- --------------------------------------------
De Joya Griffith & Company, LLC
Henderson, NV
October 2, 2009
F-1
SHAWCORE DEVELOPMENT CORP.
(A Development Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
August 31,
2009
--------
(Audited)
ASSETS
CURRENT ASSETS
Cash $ 19,737
--------
TOTAL CURRENT ASSETS 19,737
--------
TOTAL ASSETS $ 19,737
========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Advance from Director $ 299
--------
TOTAL CURRENT LIABILITIES 299
--------
TOTAL LIABILITIES 299
--------
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 75,000,000 shares authorized;
5,375,000 shares issued and outstanding 5,375
Additional paid-in-capital 16,125
Deficit accumulated during the development stage (2,062)
--------
TOTAL STOCKHOLDERS' EQUITY 19,438
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 19,737
========
The accompanying notes are an integral part of these financial statements.
F-2
SHAWCORE DEVELOPMENT CORP.
(A Development Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
From Inception
(September 25, 2008) to
August 31,
2009
----------
EXPENSES
General and Administrative Expenses $ 2,062
----------
Total expenses (2,062)
----------
Net loss $ (2,062)
==========
NET LOSS PER COMMON SHARE - BASIC $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC 2,813,306
==========
The accompanying notes are an integral part of these financial statements.
F-3
SHAWCORE DEVELOPMENT CORP.
(A Development Stage Company)
Statement of Stockholders' Equity
From Inception (September 25, 2008) to August 31, 2009
- --------------------------------------------------------------------------------
Deficit
Accumulated
Number of Additional During
Common Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance at inception on September 25, 2008 -- $ -- $ -- $ -- $ --
February 20, 2009
Common shares issued for cash at $0.001 4,500,000 4,500 -- -- 4,500
June 8, 2009
Common shares issued for cash at $0.01 600,000 600 5,400 -- 6,000
August 8, 2009
Common shares issued for cash at $0.04 275,000 275 10,725 -- 11,000
Net loss -- -- -- (2,062) (2,062)
--------- ------- -------- -------- --------
Balance as of August 31, 2009 (audited) 5,375,000 $ 5,375 $ 16,125 $ (2,062) $ 19,438
========= ======= ======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-4
SHAWCORE DEVELOPMENT CORP.
(A Development Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
From Inception
(September 25, 2008) to
August 31,
2009
--------
OPERATING ACTIVITIES
Net loss $ (2,062)
--------
Net cash used for operating activities (2,062)
--------
FINANCING ACTIVITIES
Loans from Director 299
Sale of common stock 21,500
--------
Net cash provided by financing activities 22,799
--------
Net increase (decrease) in cash and equivalents 19,737
Cash and equivalents at beginning of the period --
--------
Cash and equivalents at end of the period $ 19,737
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ --
========
Taxes $ --
========
NON-CASH ACTIVITIES $ --
========
The accompanying notes are an integral part of these financial statements.
F-5
SHAWCORE DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
August 31, 2009
- --------------------------------------------------------------------------------
1. ORGANIZATION AND BUSINESS OPERATIONS
SHAWCORE DEVELOPMENT CORP.("the Company") was incorporated under the laws of the
State of Nevada, U.S. on September 25, 2008. The Company is in the development
stage as defined under Statement on Financial Accounting Standards No. 7,
Development Stage Enterprises ("SFAS No.7") and it intends to design and
construct eco-friendly self assembly housing and storage structures. The Company
intends to build a product that will be well suited to a more environmentally
conscious market looking for affordable quality housing and storage that can be
put together easily and quickly. Initially the target market will be the resort
and cabin markets of the UK and the United States of America
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception, September 25, 2008 through
August 31, 2009 the Company has accumulated losses of $2,062.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
b) Going Concern
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $2,062 as of August 31, 2009 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets, or the amounts of
and classification of liabilities that might be necessary in the event the
Company cannot continue in existence.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
d) Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
e) Foreign Currency Translation
The Company's functional currency and reporting currency is the United States
dollar.
F-6
SHAWCORE DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
August 31, 2009
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
f) Financial Instruments
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these instruments.
g) Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS
No. 123 (R). To date, the Company has not adopted a stock option plan and has
not granted any stock options.
h) Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.
i) Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with SFAS No.
128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net loss available to common shareholders (numerator) by
the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all potentially dilutive common shares
outstanding during the period. Diluted EPS excludes all potentially dilutive
shares if their effect is anti-dilutive.
j) Fiscal Periods
The Company's fiscal year end is August 31.
k) Recent Accounting Pronouncements
In June 2009, the FASB issued Statement of Financial Accounting Standards No.
168, "The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles," ("SFAS 168"). SFAS 168 replaces FASB Statement
No. 162, "The Hierarchy of Generally Accepted Accounting Principles", and
establishes the FASB Accounting Standards Codification ("Codification") as the
source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with generally accepted accounting principles ("GAAP"). SFAS 168
is effective for interim and annual periods ending after September 15, 2009. The
Company will begin to use the new Codification when referring to GAAP in its
annual report on Form 10-K for the fiscal year ending August 31, 2010. This will
not have an impact on the results of the Company.
In June 2009, the FASB issued Statement of Financial Accounting Standards No.
167, "Amendments to FASB Interpretation No. 46(R)," ("SFAS 167"). The amendments
include: (1) the elimination of the exemption for qualifying special purpose
entities, (2) a new approach for determining who should consolidate a
variable-interest entity, and (3) changes to when it is necessary to reassess
who should consolidate a variable-interest entity. SFAS 167 is effective for the
first annual reporting period beginning after November 15, 2009 and for interim
periods within that first annual reporting period. The Company will adopt SFAS
167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167
will have a material impact on the financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No.
166, "Accounting for Transfers of Financial Assets, an amendment to SFAS No.
140," ("SFAS 166"). SFAS 166 eliminates the concept of a "qualifying
F-7
SHAWCORE DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
August 31, 2009
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
special-purpose entity", changes the requirements for derecognizing financial
assets, and requires additional disclosures in order to enhance information
reported to users of financial statements by providing greater transparency
about transfers of financial assets, including securitization transactions, and
an entity's continuing involvement in and exposure to the risks related to
transferred financial assets. SFAS 166 is effective for fiscal years beginning
after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The
Company does not expect that the adoption of SFAS 166 will have a material
impact on the financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No.
165, "Subsequent Events," ("SFAS No. 165"). SFAS 165 establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. SFAS 165 applies to both interim financial statements and annual
financial statements. SFAS 165 is effective for interim or annual financial
periods ending after June 15, 2009. SFAS 165 does not have a material impact on
our financial statements.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share.
In January and February 2009, the Company issued 4,500,000 shares of common
stock at a price of $0.001 per share for total cash proceeds of $4,500.
In February, April, May and June 2009, the Company issued 600,000 shares of
common stock at a price of $0.01 per share for total cash proceeds of $6,000.
F-8
SHAWCORE DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
August 31, 2009
- --------------------------------------------------------------------------------
3. COMMON STOCK (CONTINUED)
In June, July and August 2009, the Company issued 275,000 shares of common stock
at a price of $0.04 per share for total cash proceeds of $11,000.
During the period September 25, 2008 (inception) to August 31, 2009, the Company
sold a total of 5,375,000 shares of common stock for total cash proceeds of
$21,500.
4. INCOME TAXES
As of August 31, 2009, the Company had net operating loss carry forwards of
approximately $2,062 that may be available to reduce future years' taxable
income through 2029. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
2009
--------
Current:
Federal $ --
State --
--------
Deferred: $ --
========
Components of net deferred tax assets, including a valuation allowance, are as
follows at August 31:
2009
--------
Deferred tax assets:
Net operating loss carry forward $ 2,062
--------
Total deferred tax assets 722
Less: valuation allowance (722)
--------
Net deferred tax assets $ --
========
The valuation allowance for deferred tax assets as of August 31, 2009 was $722.
In assessing the recovery of the deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible. Management considers the
scheduled reversals of future deferred tax assets, projected future taxable
income, and tax planning strategies in making this assessment. As a result,
management determined it was more likely than not the deferred tax assets would
not be realized as of August 31, 2009, and recorded a full valuation allowance.
F-9
SHAWCORE DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
August 31, 2009
- --------------------------------------------------------------------------------
4. INCOME TAXES (CONTINUED)
Reconciliation between the statutory rate and the effective tax rate is as
follows at August 31:
2009
--------
Federal statutory tax rate (35.0)%
Permanent difference and other 35.0%
--------
Effective tax rate --
========
5. RELATED PARTY TRANSACTONS
On September 25, 2008, the sole Director and President, Gary Burkinshaw,
advanced the Company $299. The advance is non-interest bearing, due upon demand
and unsecured.
F-10
SHAWCORE DEVELOPMENT CORP
(A Development Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
February 28, August 30,
2010 2009
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 1,633 $ 19,737
-------- --------
TOTAL CURRENT ASSETS 1,633 19,737
-------- --------
TOTAL ASSETS $ 1,633 $ 19,737
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Advance from Director $ 299 $ 299
-------- --------
TOTAL CURRENT LIABILITIES 299 299
-------- --------
TOTAL LIABILITIES 299 299
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001par value, 75,000,000 shares authorized;
5,375,000 shares issued and outstanding 5,375 5,375
Additional paid-in-capital 16,125 16,125
Deficit accumulated during the development stage (20,166) (2,062)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 1,334 19,438
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,633 $ 19,737
======== ========
The accompanying notes are an integral part of these financial statements.
F-11
SHAWCORE DEVELOPMENT CORP
(A Development Stage Company)
Statements of Operations
(Unaudited)
- --------------------------------------------------------------------------------
Three Months Three Months Six Months Six Months From Inception
Ended Ended Ended Ended (September 25,2008) to
February 28, February 28, February 28, February 28, February 28,
2010 2009 2010 2009 2010
---------- ---------- ---------- ---------- ----------
EXPENSES
General and Administrative Expenses $ 3,649 $ 19 $ 18,104 $ 25 $ 20,166
---------- ---------- ---------- ---------- ----------
Total expenses (3,649) (19) (18,104) (25) (20,166)
---------- ---------- ---------- ---------- ----------
Net loss $ (3,649) $ (19) $ (18,104) $ (25) $ (20,166)
========== ========== ========== ========== ==========
NET LOSS PER COMMON SHARE - BASIC $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC 5,375,000 1,620,652 5,375,000 949,882
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-12
SHAWCORE DEVELOPMENT CORP
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
- --------------------------------------------------------------------------------
Six Months Six Months From Inception
Ended Ended (September 25,2008) to
February 28, February 28, February 28,
2010 2009 2010
-------- -------- --------
OPERATING ACTIVITIES
Net loss $(18,104) $ (25) $(20,166)
-------- -------- --------
Net cash used for operating activities (18,104) (25) (20,166)
-------- -------- --------
FINANCING ACTIVITIES
Loans from Director -- -- 299
Sale of common stock -- 3,000 21,500
-------- -------- --------
Net cash provided by financing activities -- 3,000 21,799
-------- -------- --------
Net increase (decrease) in cash and equivalents (18,104) 2,975 1,633
Cash and equivalents at beginning of the period 19,737 -- --
-------- -------- --------
Cash and equivalents at end of the period $ 1,633 $ 2,975 $ 1,633
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ -- $ -- $ --
======== ======== ========
Taxes $ -- $ -- $ --
======== ======== ========
NON-CASH ACTIVITIES $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-13
SHAWCORP DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
February 28, 2010
- --------------------------------------------------------------------------------
1. ORGANIZATION AND BUSINESS OPERATIONS
SHAWCORP DEVELOPMENT CORP.("the Company") was incorporated under the laws of the
State of Nevada, U.S. on September 25, 2008. The Company is in the development
stage as defined under Financial Accounting Standards Board Accounting Standards
Codification (FASB ASC 915-205) "Development-Stage Entities" and it intends to
design and construct eco-friendly self assembly housing and storage structures.
The Company intends to build a product that will be well suited to a more
environmentally conscious market looking for affordable quality housing and
storage that can be put together easily and quickly. Initially the target market
will be the resort and cabin markets of the UK and the United States of America.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception (September 25, 2008) through
February 28, 2010, the Company has accumulated losses of $20,166
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The accompanying financial statements of Shawcore
Development Inc. (the "Company") should be read in conjunction with the
Company's most recent filing of the Form S-1 which included the financial
statements as of August 31, 2009. Significant accounting policies disclosed
therein have not changed except as noted below.
In the opinion of management, all adjustments necessary to present fairly the
financial position as of February 28, 2010 and the results of operations,
stockholders' equity and cash flows presented herein have been included in the
financial statements
b) Going Concern
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $20,166 as of February 28, 2010 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock. These financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts, or amounts
and classification of liabilities that might result from this uncertainty.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
F-14
SHAWCORP DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
February 28, 2010
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
d) Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
e) Foreign Currency Translation
The Company's functional currency and its reporting currency is the United
States dollar.
f) Financial Instruments
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these instruments.
g) Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with
Financial Accounting Standards Board Accounting Standards Codification 718 (FASB
ASC 718). To date, the Company has not adopted a stock option plan and has not
granted any stock options.
h) Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.
i) Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with FASB ASC 205
"Earnings per Share". FASB ASC 205 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net loss available to common shareholders (numerator) by
the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all potentially dilutive common shares
outstanding during the period. Diluted EPS excludes all potentially dilutive
shares if their effect is anti-dilutive.
j) Fiscal Periods
The Company's fiscal year end is August 31.
F-15
SHAWCORP DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
February 28, 2010
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
k) Recent Accounting Pronouncements
Accounting Standards Update ("ASU") ASU No 2010-03 (ASC Topic 932), which aligns
the oil and gas reserve estimation and disclosure requirements of Extractive
Activities- Oil and Gas with the requirements of the SEC final rule,
Modernization of the Oil and Gas Reporting Requirements, issued December 31,
2008. ASU No 2010-2 Consolidation- Overall (Subtopic 810-10) amends ASU 810-10
to clarify the scope and guidance of the decrease in ownership provisions of
subtopic 810. ASU No. 2009-05 (ASC Topic 820), which amends Fair Value
Measurements and Disclosures - Overall, ASU No. 2009-12 (ASC Topic 820),
Investments in Certain Entities that Calculate Net Assets Value per Share (or
its Equivalent), ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue
Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that
include Software Elements, and various other ASU's No. 2010-5, ASU No. 2010-4,
ASU No. 2010-2 and 2009-2 through ASU No. 2009-15 which contain technical
corrections to existing guidance or affect guidance to specialized industries or
entities were recently issued. These updates have no current applicability to
the Company or their effect on the financial statements would not have been
significant.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share.
In February 2009, the Company issued 4,500,000 shares of common stock at a price
of $0.001 per share for total cash proceeds of $4,500.
In February, April, May and June 2009, the Company issued 600,000 shares of
common stock at a price of $0.01 per share for total cash proceeds of $6,000.
In June, July and August 2009, the Company issued 275,000 shares of common stock
at a price of $0.04 per share for total cash proceeds of $11,000.
During the period from inception (September 25, 2008) to February 28, 2010, the
Company sold a total of 5,375,000 shares of common stock for total cash proceeds
of $21,500.
4. INCOME TAXES
As of February 28, 2010, the Company had net operating loss carry forwards of
approximately $20,200 that may be available to reduce future years' taxable
income through 2030. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
5. RELATED PARTY TRANSACTONS
On September 25, 2008, the sole Director and President Gary Burkinshaw had
advanced the Company $299. The advance is non-interest bearing, due upon demand
and unsecured.
F-16
SHAWCORP DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
February 28, 2010
- --------------------------------------------------------------------------------
6. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through March 26, 2010, the date
which the financial statements were available to be issued. The Company has
determined that there were no such events that warrant disclosure or recognition
in the financial statements.
F-17
SHAWCORE DEVELOPMENT CORP
(A Development Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
May 31, August 30,
2010 2009
-------- --------
(Unaudited) (Audited)
Assets
Current Assets
Cash $ 1,402 $ 19,737
-------- --------
Total current assets 1,402 19,737
-------- --------
Total assets $ 1,402 $ 19,737
======== ========
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Advance from Director $ 4,299 $ 299
-------- --------
Total current liabilities 4,299 299
-------- --------
Total liabilities 4,299 299
-------- --------
Stockholders' Equity (Deficit)
Common stock, $0.001par value, 75,000,000 shares authorized;
5,375,000 shares issued and outstanding 5,375 5,375
Additional paid-in-capital 16,125 16,125
Deficit accumulated during the development stage (24,397) (2,062)
-------- --------
Total stockholders' equity (deficit) (2,897) 19,438
-------- --------
Total liabilities and stockholders' equity (deficit) $ 1,402 $ 19,737
======== ========
The accompanying notes are an integral part of these financial statements.
F-18
SHAWCORE DEVELOPMENT CORP
(A Development Stage Company)
Statements of Operations
(Unaudited)
- --------------------------------------------------------------------------------
Three Months Three Months Nine Months Nine Months Inception
Ended Ended Ended Ended (September 25, 2008)
May 31, May 31, May 31, May 31, to May 31,
2010 2009 2010 2009 2010
---------- ---------- ---------- ---------- ----------
Expenses
General and Administrative Expenses $ 4,230 $ 1,581 $ 22,335 $ 1,606 $ 20,166
---------- ---------- ---------- ---------- ----------
Total expenses (4,230) (1,581) (22,335) (1,606) (20,166)
---------- ---------- ---------- ---------- ----------
Net loss $ (4,320) $ (1,581) $ (22,335) $ (1,606) $ (20,166)
========== ========== ========== ========== ==========
NET LOSS PER COMMON SHARE - BASIC $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING- BASIC 5,375,000 3,207,609 5,375,000 2,370,281
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-19
SHAWCORE DEVELOPMENT CORP
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
- --------------------------------------------------------------------------------
Nine Months Nine Months From Inception on
Ended Ended September 25, 2008 to
May 31, May 31, May 31,
2010 2009 2010
-------- -------- --------
Operating Activities
Net loss $(22,335) $ (1,696) $(24,397)
-------- -------- --------
Net cash used for operating activities (22,335) (1,696) (24,397)
-------- -------- --------
Financing Activities
Loans from Director 4,000 4,299
Sale of common stock -- 7,500 21,500
-------- -------- --------
Net cash provided by financing activities 4,000 7,500 25,799
-------- -------- --------
Net increase (decrease) in cash and equivalents (18,335) 5,804 1,402
Cash and equivalents at beginning of the period 19,737 -- --
-------- -------- --------
Cash and equivalents at end of the period $ 1,402 $ 5,804 $ 1,402
======== ======== ========
Supplemental cash flow information:
Cash paid for:
Interest $ -- $ -- $ --
======== ======== ========
Taxes $ -- $ -- $ --
======== ======== ========
Non-Cash Activities $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-20
SHAWCORP DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
May 31, 2010
- --------------------------------------------------------------------------------
1. ORGANIZATION AND BUSINESS OPERATIONS
SHAWCORP DEVELOPMENT CORP.("the Company") was incorporated under the laws of the
State of Nevada, U.S. on September 25, 2008. The Company is in the development
stage as defined under Financial Accounting Standards Board Accounting Standards
Codification (FASB ASC 915-205) "Development-Stage Entities" and it intends to
design and construct eco-friendly self assembly housing and storage structures.
The Company intends to build a product that will be well suited to a more
environmentally conscious market looking for affordable quality housing and
storage that can be put together easily and quickly. Initially the target market
will be the resort and cabin markets of Europe, and North America.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception (September 25, 2008) through
May 31, 2010, the Company has accumulated losses of $24,397.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The accompanying financial statements of Shawcore
Development Inc. (the "Company") should be read in conjunction with the
Company's most recent filing of the Form S-1 which included the financial
statements as of August 31, 2009. Significant accounting policies disclosed
therein have not changed except as noted below.
In the opinion of management, all adjustments necessary to present fairly the
financial position as of May 31, 2010 and the results of operations,
stockholders' equity and cash flows presented herein have been included in the
financial statements
b) Going Concern
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $24,397 as of May 31, 2010 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock. These financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts, or amounts
and classification of liabilities that might result from this uncertainty.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
d) Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
F-21
SHAWCORP DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
May 31, 2010
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e) Foreign Currency Translation
The Company's functional currency and its reporting currency is the United
States dollar.
f) Financial Instruments
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these instruments.
g) Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with
Financial Accounting Standards Board Accounting Standards Codification 718 (FASB
ASC 718). To date, the Company has not adopted a stock option plan and has not
granted any stock options.
h) Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.
i) Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with FASB ASC 205
"Earnings per Share". FASB ASC 205 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net loss available to common shareholders (numerator) by
the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all potentially dilutive common shares
outstanding during the period. Diluted EPS excludes all potentially dilutive
shares if their effect is anti-dilutive.
j) Fiscal Periods
The Company's fiscal year end is August 31.
k) Recent Accounting Pronouncements
In May 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Foreign
Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in
this Update are effective as of the announcement date of March 18, 2010. The
Company does not expect the provisions of ASU 2010-19 to have a material effect
on the financial position, results of operations or cash flows of the Company.
In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-17 (ASU 2010-17), Revenue Recognition-Milestone Method
(Topic 605): Milestone Method of Revenue Recognition. The amendments in this
Update are effective on a prospective basis for milestones achieved in fiscal
years, and interim periods within those years, beginning on or after June 15,
2010. Early adoption is permitted. If a vendor elects early adoption and the
period of adoption is not the beginning of the entity's fiscal year, the entity
should apply the amendments retrospectively from the beginning of the year of
adoption. The Company does not expect the provisions of ASU 2010-17 to have a
material effect on the financial position, results of operations or cash flows
of the Company.
F-22
SHAWCORP DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
May 31, 2010
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-13 (ASU 2010-13), Compensation-Stock Compensation (Topic
718): Effect of Denominating the Exercise Price of a Share-Based Payment Award
in the Currency of the Market in Which the Underlying Equity Security Trades - a
consensus of the FASB Emerging Issues Task Force. The amendments in this Update
are effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2010. Earlier application is permitted. The
Company does not expect the provisions of ASU 2010-13 to have a material effect
on the financial position, results of operations or cash flows of the Company.
In January 2010, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") No. 2010-06, Improving Disclosures about
Fair Value Measurements, which requires entities to disclose separately the
amount and reasons behind significant transfers in and out of Levels 1 and 2,
disclose the fair value measurements for each class of assets and liabilities
and disclose the inputs and valuation techniques used to measure both recurring
and nonrecurring activities under Levels 2 and 3. The new disclosure
requirements are effective for interim and annual reporting periods beginning
after December 15, 2009. The ASU also requires that reconciliations for fair
value measurements using significant unobservable inputs (Level 3) should
separately present significant information on a gross basis. This Level 3
disclosure requirement is effective for fiscal years beginning after December
14, 2010. The adoption of the provisions of ASU 2010-06 is not expected to have
a material impact on the Company's financial statements.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share.
In February 2009, the Company issued 4,500,000 shares of common stock at a price
of $0.001 per share for total cash proceeds of $4,500.
In February, April, May and June 2009, the Company issued 600,000 shares of
common stock at a price of $0.01 per share for total cash proceeds of $6,000.
In June, July and August 2009, the Company issued 275,000 shares of common stock
at a price of $0.04 per share for total cash proceeds of $11,000.
During the period from inception (September 25, 2008) to August 31, 2009, the
Company sold a total of 5,375,000 shares of common stock for total cash proceeds
of $21,500.
4. INCOME TAXES
As of May 31, 2010, the Company had net operating loss carry forwards of
approximately $24,397 that may be available to reduce future years' taxable
income through 2030. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
F-23
SHAWCORP DEVELOPMENT CORP.
(A Development Stage Company)
Notes To The Financial Statements
May 31, 2010
- --------------------------------------------------------------------------------
5. RELATED PARTY TRANSACTONS
On September 25, 2008, the sole Director and President, Gary Burkinshaw,
advanced the Company $299. On March 2, 2010, the sole Director and President,
Gary Burkinshaw, advanced the Company $4,000. Both advances are non-interest
bearing, due upon demand and unsecured.
F-24
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act with
the SEC with respect to the shares of our common stock offered through this
prospectus. This prospectus is filed as a part of that registration statement
but does not contain all of the information contained in the registration
statement and exhibits. Statements made in the registration statement are
summaries of the material terms of the referenced contracts, agreements or
documents of our company. You may inspect the registration statement, exhibits
and schedules filed with the SEC at the SEC's principal office in Washington,
D.C. Copies of all or any part of the registration statement may be obtained
from the Public Reference Section of the SEC, at 100 F Street, NE, Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. The SEC also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the SEC. Our registration
statement and the referenced exhibits can also be found on this site.
Upon the effectiveness of the registration statement that we filed on Form S-1,
Section 15(d) of the Securities Exchange Act requires us to file reports
required pursuant to Section 13 of the Securities Exchange Act. These reports
include current, quarterly and annual reports on the appropriate SEC forms. If
we are not required to provide an annual report to our security holders, we
intend to still voluntarily do so when otherwise due, and will attach audited
financial statements with such report.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 9.28
Transfer Agent Fees $ 6,000.00
Accounting fees and expenses $ 3,500.00
Legal fees and expenses $ 3,500.00
Edgar filing fees $ 500.00
----------
Total $14,509.28
==========
All amounts are estimates other than the Commission's registration fee.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation; that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal
profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
II-1
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advance of expenses is to be made upon receipt of an undertaking by or on behalf
of such person to repay said amounts should it be ultimately determined that the
person was not entitled to be indemnified under our bylaws or otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
RECENT SALES OF UNREGISTERED SECURITIES
We issued 3,000,000 shares of our common stock to Gary Burkinshaw on January 16,
2009. Mr. Burkinshaw is our President, Chief Executive Officer, Treasurer,
Secretary and our sole director. He acquired these 3,000,000 shares at a price
of $0.001 per share for total proceeds to us of $3,000.00. These shares were
issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities
Act").
In connection with this issuance, Mr. Burkinshaw was provided with access to all
material aspects of the company, including the business, management, offering
details, risk factors and financial statements.
He also represented to us that he was acquiring the shares as principal for his
own account with investment intent. He also represented that he was
sophisticated, having prior investment experience and having adequate and
reasonable opportunity and access to any corporate information necessary to make
an informed decision. This issuance of securities was not accompanied by general
advertisement or general solicitation. The shares were issued with a Rule 144
restrictive legend.
We completed an offering of 1,500,000 shares of our common stock at a price of
$0.001 per share to the following 6 purchasers on February 20, 2009:
Name of Subscriber Number of Shares
- ------------------ ----------------
Dale Burkinshaw 250,000
Ross Burkinshaw 250,000
Carla Burkinshaw 250,000
Brian Burkinshaw 250,000
Karen Burkinshaw 250,000
Philomena Bentham 250,000
The total amount received from this offering was $1,500. We completed this
offering pursuant to Regulation S of the Securities Act.
We completed an offering of 600,000 shares of our common stock at a price of
$0.01 per share to the following 12 purchasers on June 8, 2009:
II-2
Name of Subscriber Number of Shares
- ------------------ ----------------
Kerry Bentham 50,000
David Bentham 50,000
Michael Bentham 50,000
Cassandra Turner 50,000
Bethany Travis 50,000
Antonia Jade Crossland 50,000
Jake Grimstone 50,000
Simon Levitt 50,000
Rachel Kershaw 50,000
Andrew Cawley 50,000
Natalie Cheethem 50,000
Emry Briggs 50,000
The total amount received from this offering was $6,000. We completed this
offering pursuant to Regulation S of the Securities Act.
We completed an offering of 275,000 shares of our common stock at a price of
$0.04 per share to the following six purchasers on August 8, 2009:
Name of Subscriber Number of Shares
- ------------------ ----------------
Matthew Hall 25,000
Todd Cheshire 25,000
Daniel Ellis 25,000
Michael Wright 25,000
Robert Boxter 25,000
Jason Albinson 25,000
Robert Shaw 25,000
Paul Clarke 25,000
Melanie Jane Palmer 25,000
Kimberley Jenkins 25,000
Mark Haslam 25,000
The total amount received from this offering was $11,000. We completed this
offering pursuant to Regulation S of the Securities Act
REGULATION S COMPLIANCE
Each offer or sale was made in an offshore transaction;
We did not make any directed selling efforts in the United States. We also did
not engage any distributors, any respective affiliates, nor any other person on
our behalf to make directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;
II-3
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act of 1933, or pursuant to an available exemption from
registration; and agreed not to engage in hedging transactions with regard to
such securities unless in compliance with the Securities Act of 1933;
The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Securities Act of 1933, or pursuant to an available exemption from
registration; and that hedging transactions involving those securities may not
be conducted unless in compliance with the Securities Act of 1933; and
We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Securities Act of 1933, or pursuant to an available
exemption from registration.
EXHIBITS
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation *
3.2 By-Laws *
5.1 Legal opinion of Diane Dalmy, with consent to use *
10.1 Supply Agreement UAB Stilmeda *
23.1 Consent of DeJoya Griffith & Company, LLC.
- ----------
* Previously filed
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; Notwithstanding the forgoing, any increase or
decrease in Volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the 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 the
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.
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.
II-4
2. That, for the purpose of determining any liability under the Securities
Act, 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 hereby which remain unsold at the
termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors, and controlling persons pursuant
to the provisions above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted our director, officer, or other
controlling person in connection with the securities registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification
is against public policy to a court of appropriate jurisdiction. We will
then be governed by the final adjudication of such issue.
5. 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 430(B) 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 referenced into the registration
statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we 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 is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Carson City, State of Nevada, on
August 13, 2010.
SHAWCORE DEVELOPMENT CORP.
By: /s/ Gary Burkinshaw
-------------------------------------------
Gary Burkinshaw
President, Chief Executive Officer,
Secretary, Treasurer, Chief
Accounting Officer, Chief Financial Officer
and sole Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
/s/ Gary Burkinshaw President, Chief Executive August 13, 2010
- -------------------------- Officer, Secretary, Treasurer,
Gary Burkinshaw Chief Accounting Officer,
Chief Financial Officer
and sole Director
II-6