As filed with the Securities and Exchange Commission on June 18, 2012
Registration No. 333-168337
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
AMENDMENT #7
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SEC File Number: 333-168337
LISBOA LEISURE, INC.
(Exact name of registrant as specified in its charter)
Nevada 5812 42-1771870
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
Maria Fernandes
President/Treasurer/Secretary
H 16/B, Adsulim,
Benaulim, Goa, India 403716
Telephone: (011) 91989-055-77-27
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Val-u-Corp Services, Inc.
1802 North Carson Street, Suite 108
Carson City, NV 89701
Telephone: 775-887-8853
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
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
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered per Share (1) Price Fee (2)
-----------------------------------------------------------------------------------------------------------
Common Stock 1,600,000 $0.02 $32,000 $1.79
-----------------------------------------------------------------------------------------------------------
Total 1,600,000 $0.02 $32,000 $1.79
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(1) There is no current market for the securities and the price at which the
shares are being offered has been arbitrarily determined by us and used for
the purpose of computing the amount of the registration fee in accordance
with Rule 457 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under 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.
================================================================================
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.
SUBJECT TO COMPLETION, DATED JUNE 15, 2012
PRELIMINARY PROSPECTUS
LISBOA LEISURE, INC.
1,600,000 SHARES OF COMMON STOCK AT $0.02 PER SHARE
This prospectus relates to the offering by Lisboa Leisure, Inc. ("Lisboa," "we,"
"our," the "Company" or the "Registrant") of a total of 1,600,000 shares (the
"Shares") of our common stock on a "self-underwritten" basis at a fixed price of
$0.02 per share.
There is no minimum offering of the Lisboa shares. This offering of shares by
the Company will terminate 180 days from the effective date of this prospectus,
although we may close the offering on any date prior if the offering is fully
subscribed. In the event that all of the 1,600,000 Lisboa shares are not sold
within 180 days from the effective date of this prospectus, on the 181st day
from the effective date all money received by us will be returned to each
subscriber without interest or deduction of any kind. If all the 1,600,000
Lisboa shares offered pursuant to this prospectus are sold within 180 days from
the effective date of this prospectus, all money received will be available to
us and there will be no refund.
We intend to open a separate, standard bank checking account to be used
exclusively for the deposit of funds received from the sale of shares in this
offering. Our management will have sole control over the withdrawal of funds
from this account. We have not made arrangements to place the funds in an escrow
account with a third party escrow agent due to the costs involved. As a result,
investors are subject to the risk that creditors could attach these funds during
the offering process. See "Use of Proceeds" and "Plan of Distribution."
This is our initial public offering. Prior to this offering there has been no
public market for our common stock and we have not applied for listing or
quotation on any public market. After the effective date of the registration
statement, we intend to seek a listing of our common stock on the
Over-The-Counter Bulletin Board ("OTCBB"), which is maintained by the Financial
Industry Regulatory Authority, Inc. ("FINRA").
Our officer and director will market our common stock and offer and sell the
securities on our behalf. This is a best efforts direct participation offering
that will not utilize broker-dealers. No officer or director will receive any
compensation for his role in selling shares in the offering.
The expenses of the offering are estimated at $12,000 and will be paid by us.
THE COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD
NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.
THE COMPANY IS CONSIDERED AN "EMERGING GROWTH COMPANY" AS DEFINED IN THE
JUMPSTART OUR BUSINESS STARTUPS ACT AND WILL BE SUBJECT TO REDUCED PUBLIC
COMPANY REPORTING REQUIREMENTS.
BEFORE PURCHASING ANY OF THE COMMON STOCK COVERED BY THIS PROSPECTUS, CAREFULLY
READ AND CONSIDER THE RISK FACTORS INCLUDED IN THE SECTION ENTITLED "RISK
FACTORS" BEGINNING ON PAGE 6. THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK,
AND PROSPECTIVE PURCHASERS SHOULD BE PREPARED TO SUSTAIN THE LOSS OF THEIR
ENTIRE INVESTMENT. THERE IS CURRENTLY NO PUBLIC TRADING MARKET FOR THE
SECURITIES.
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.
You should rely only on the information contained in this prospectus. We have
not authorized any person to provide you with any information about this
offering, Lisboa Leisure, Inc., or the shares offered hereby that is different
from the information included in this prospectus. If anyone provides you with
different information, you should not rely on it.
THE DATE OF THIS PROSPECTUS IS _______________, 2012.
TABLE OF CONTENTS
THE FOLLOWING TABLE OF CONTENTS HAS BEEN DESIGNED TO HELP YOU FIND INFORMATION
CONTAINED IN THIS PROSPECTUS. WE ENCOURAGE YOU TO READ THE ENTIRE PROSPECTUS.
Page
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SUMMARY 3
RISK FACTORS 6
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 13
TAX CONSIDERATIONS 13
USE OF PROCEEDS 13
DETERMINATION OF THE OFFERING PRICE 14
MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 14
DIVIDEND POLICY 14
DILUTION 15
SELLING STOCKHOLDERS 15
PLAN OF DISTRIBUTION 16
DESCRIPTION OF SECURITIES TO BE REGISTERED 17
SHARES ELIGIBLE FOR FUTURE RESALE 18
INTEREST OF NAMED EXPERTS AND COUNSIL 19
DESCRIPTION OF OUR BUSINESS 19
LEGAL MATTERS 25
MANAGEMENT 25
EXECUTIVE COMPENSATION 27
COMPENSATION OF DIRECTORS 28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 28
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION 29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION 29
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE 32
CORPORATE GOVERNANCE 33
WHERE YOU CAN GET MORE INFORMATION 33
FINANCIAL STATEMENTS F-1
2
SUMMARY
This summary provides a brief overview of the key aspects of our offering. It
may not contain all of the information that is important to you. You should read
the entire prospectus carefully, including the more detailed information
regarding our company, the risks of purchasing our common stock discussed under
"Risk Factors," and our financial statements and their accompanying notes.
IN THIS PROSPECTUS, "LISBOA", "THE COMPANY," "WE," "US," AND "OUR," REFER TO
LISBOA, UNLESS THE CONTEXT OTHERWISE REQUIRES. UNLESS OTHERWISE INDICATED, THE
TERM "FISCAL YEAR" REFERS TO OUR FISCAL YEAR ENDING MAY 31. UNLESS OTHERWISE
INDICATED, THE TERM "COMMON STOCK" REFERS TO SHARES OF THE COMPANY'S COMMON
STOCK, PAR VALUE $0.001 PER SHARE.
THE COMPANY
Lisboa Leisure, Inc. was incorporated in the State of Nevada on May 19, 2010.
Our offices are located at the premises of our President, Maria Fernandes, who
provides such space to us on a rent-free basis at H 16/B, Adsulim, Benaulim,
Goa, India.
We are a company with no revenue to date and minimum operations and assets.
Since our incorporation, our management has determined our business plan to
attempt to operate a beach front eating establishment in Goa, India, identified
our target market, raised initial funding of $19,000 from our sole director, and
on December 1, 2010, acquired a 10% interest in the assets comprising a beach
front restaurant, known as the Seaview Beach Shack, located at Colva Beach in
Colva, Goa, India in order for our president to gain managerial experience in
operating a beach front establishment in India. We subsequently sold our
interest in the Seaview Beach Shack in January 2012. We will require additional
funding in order to pursue our business objectives and there is no guarantee
that we will be successful in this regard.
Our plan of operation is to operate beach front eating establishments on the
beaches on Goa, India that are commonly referred to as "beach shacks". A beach
shack is akin to a restaurant and is a part of the food and beverage sector of
the tourism industry and predominately caters to tourists to the State of Goa,
India. Prior to October 1, 2012, we will apply for permission from the Tourism
Department, Government of State of Goa, to erect and operate a temporary shack
at Velludo beach in Benaulim, South Goa, with a view to expanding operations
over time. All beach shacks in Goa are temporary and beach shack owners are
required to apply for permission to erect and operate a beach shack each year.
We applied for a permit to operate a beach shack in 2011, but were unsuccessful
in obtaining one. There is no guarantee that we will be successful in obtaining
a permit for operation in 2012.
The cost of erecting and operating a beach shack is approximately $9,000 per
year. We will only be able to operate a beach shack in Goa if we are successful
in obtaining a permit to do so and are successful in renewing the permit
annually. If successful, our business would be operated on a seasonal basis,
from mid-November to mid-April each year, during the busy tourist season in Goa.
Our President, Ms. Maria Fernandes, who operates a guest house (bed and
breakfast) in Goa, has experience in the tourism business in Goa.
We will need to complete our offering in order to cover legal and audit costs
relating to our reporting obligations as a public company of about $17,000, to
construct a beach shack at a cost of about $9,000, if we are successful in
obtaining a permit, to pay marketing costs of $2,000, to cover office and
administrative costs of about $590 and $2,300 to incorporate an operating
subsidiary in India.
Our business plan anticipates that if we receive permission to erect and operate
one beach shack in 2012, our sales will begin in November 2012, the start of the
tourist season in Goa. We intend to operate the beach shack through a wholly
owned subsidiary company that we would incorporate in India following the
effectiveness of this registration statement. As a holding company of a foreign
enterprise rather than a United States incorporated company that conducts
business in India, we will be dependent on our operating subsidiary for any cash
flow.
Currently, our President devotes approximately five hours a week to the Company.
We will require the funds from this offering in order to fully implement our
business plan as discussed in the "Plan of Operation" section of this
prospectus.
Our financial statements from inception (May 19, 2010) through February 29, 2012
report no revenues and a net loss of $20,364 and our assets are our cash balance
of $3,536, which was generated from the issuance of shares to our sole officer
and director, and our 10% interest in an existing beach shack located at Colva
Beach, Colva, Goa, India, which is recorded at $446, which we subsequently sold
on January 30, 2012 for its purchase price. As at June 15, 2012, our cash on
hand was approximately $1,350 and we anticipate incurring quarterly costs of
about $2,500 until our offering is completed.
3
Investors should be aware that our independent auditors have issued an audit
opinion which includes a statement expressing substantial doubt as to our
ability to continue as a going concern. This means that our auditors believe
there is substantial doubt that we can continue as an on-going business for the
next 12 months. Our auditor's opinion is based on our suffering initial losses,
having limited operations, and having limited working capital. Our only source
for cash at this time is investments or loans by others in our Company. However,
we do not have any written agreements in place for any investments or loans from
third parties. We must raise cash to implement our projects and expand our
operations.
Our priority is to obtain permission to erect a beach shack in order to achieve
and maintain profitability in the future. Investors must be aware that we do not
have sufficient capital to independently finance our own plans. We have no
plans, arrangements or contingencies in place in the event that we cease
operations, in which case investors would likely lose their entire investment.
Potential investors should be aware that our President, Ms. Fernandes, an
officer and director of the Company, presently owns 3,800,000 shares, which
would represent 70.4% of the issued and outstanding common shares of the Company
if the offering closes and all our offered shares are sold. All of these shares
are restricted shares. All 3,800,000 shares were purchased at a price of $0.005
per share representing a total cost of $19,000.
THE OFFERING
We are offering, on a self-underwritten basis, a total of 1,600,000 shares of
the common stock of our Company at a price of $0.02 per share. This is a fixed
price offering. In order to close the Offering all of the offered shares must be
sold. This Offering of shares by our Company will terminate 180 days from the
effective date of this Prospectus, although we may close the Offering on any
date prior if the Offering is fully subscribed. In the event that all 1,600,000
shares of our common stock are not sold within 180 days from the effective date
of this prospectus, on the 181st day from the effective date all money received
by us will be promptly returned to each subscriber without interest or deduction
of any kind. If all of the shares of common stock of our Company offered under
this Offering are sold within 180 days from the effective date of this
Prospectus, all money received will be available to us and there will be no
return of any funds.
The offering price of the common stock has been arbitrarily determined and bears
no relationship to any objective criterion of value. The price does not bear any
relationship to our assets, book value, historical earnings or net worth.
The purchase of the common stock in this offering involves a high degree of
risk. The common stock offered in this Prospectus is for investment purposes
only and currently no market for our common stock exists. Please refer to "RISK
FACTORS" ON PAGE 6 and "DILUTION" ON PAGE 15 before making an investment in our
stock.
Securities Being Offered 1,600,000 shares of common stock.
Offering Price $0.02 per share
Offering Period The shares are being offered for a period
not to exceed 180 days from the effective
date of this Prospectus, In the event we do
not sell all of the shares before the
expiration date of the offering, all funds
raised will be promptly returned to the
investors, without interest or deduction.
Number of Common Stock Issued 3,800,000 shares of our common stock are
and Outstanding Before Offering issued and outstanding as of the date of
this prospectus.
Number of Common Stock to be 5,400,000 shares
Issued and Outstanding After
Offering
Net Proceeds to Our Company $32,000
Use of Proceeds We intend to use the proceeds to develop our
business operations.
Risk Factors The securities offered hereby involve a high
degree of risk and should not be purchased
by investors who cannot afford the loss of
their entire investment. See "Risk Factors"
beginning on page 5.
4
Dividend Policy We have not declared or paid any dividends
on our common stock since our inception, and
we do not anticipate paying any such
dividends for the foreseeable future.
Our sole officer, director, control person and/or her affiliates do not intend
to purchase any shares in this offering.
SUMMARY FINANCIAL INFORMATION
The following tables set forth a summary of the Company's financial information
as provided in its year-end financial statements. You should read this
information together with our audited financial statements and the notes thereto
appearing elsewhere in this prospectus and the information under "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
BALANCE SHEET DATA
May 31, 2011 February 29, 2012
------------ -----------------
(audited) (unaudited)
Cash and Cash Equivalents $ 12,929 $ 3,536
Total Current Assets $ 13,139 $ 3.356
Current Liabilities $ 846 $ 4.900
Total Stockholders' Equity $ 12,739 $ (1,364)
STATEMENT OF OPERATIONS
From Incorporation
On May 19, 2010 To
February 29, 2012
-----------------
(unaudited)
Revenue $ --
Net Loss $(20,364)
5
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 TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE TO ANY
OF THESE RISKS, AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT.
RISKS RELATED TO OUR BUSINESS
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.
Our independent auditors state in their audit report, which is included with
this prospectus, that since we have no business operations to date and must
secure additional financing to commence our plan of operations, these matters
raise substantial doubt about our ability to continue as a going concern. To
date, we have completed only the preliminary stages of our business plan, which
has consisted of the formation of our company, the acquisition of a 10% interest
in an existing beach shack located in Goa, India, as well as the identification
of our plan of operation and our target market. We cannot assure you that we
will be able to generate enough revenue to achieve profitability. At this time,
we cannot predict with assurance the potential success of our business. Our
ability to construct an operating beach shack is dependent upon us obtaining a
permit to do so. Such permits are granted on a lottery basis with preference
given to operators with experience in the sector. As well, even if we are
successful in obtaining a permit, we are required to reapply for permits in each
subsequent year on the same basis. This increases the risk that we may not be
able to continue as a going concern.
AS A START-UP OR DEVELOPMENT STAGE COMPANY, AN INVESTMENT IN OUR COMPANY IS
CONSIDERED A HIGH RISK INVESTMENT WHEREBY YOU COULD LOSE YOUR ENTIRE INVESTMENT.
We have not commenced operations and, therefore, we are considered a "start-up"
or "development stage" company. We have not yet owned and/or operated our own
beach shack. We previously acquired a 10% interest in the Seaview Beach Shack
located at Colva Beach, Colva, Goa, India On December 1, 2010. However, we sold
this interest in January 2012 for its purchase price. Our main objective in
purchasing the interest was to provide our president, Maria Fernandes, with
experience in managing a beach front eating establishment.
We will incur significant expenses in order to implement our business plan,
including $9,000 to erect one beach shack and cover all related permitting and
licensing fees, as well as an estimated $17,000 in federal securities law
compliance costs for the 12 month period following the effectiveness of our
registration statement. As an investor, you should be aware of the difficulties,
delays and expenses normally encountered by an enterprise in its development
stage, many of which are beyond our control, including unanticipated
developmental expenses, inventory costs, employment costs, and advertising and
marketing expenses. We cannot assure you that our proposed business plan as
described in this prospectus will materialize or prove successful, or that we
will ever be able to operate profitably. If we cannot operate profitably, you
could lose your entire investment.
WE HAVE NOT RECEIVED PERMISSION FROM DEPARTMENT OF TOURISM OF STATE OF GOA
TO OPERATE AN EATING ESTABLISHMENT AND WE MAY NEVER RECEIVE PERMISSION.
CONTINUOUS APPLYING AND FILING TO GET PERMISSION TO OPERATE A BEACH SHACK WILL
DRAIN AVAILABLE CASH AND EVENTUALLY FORCE US TO CEASE OPERATIONS.
It is critical to secure the permission from Department of Tourism of the State
of Goa in order to operate an eating establishment. Without this permission, we
cannot commence our operations. A number of important steps need to be
completed:
* Identifying locations and their potential (which we have done)
* Meeting various Government officials to make our President known
* Completing the application for permission before submission date.
If we fail to secure permission, we will not have a successful product offering
this tourist season, which commences in November 2012. We will curtail our
operations to a minimum and apply in 2013 for that tourist season.
WE MUST OBTAIN A PERMIT PRIOR TO OPERATING AN EATING ESTABLISHMENT IN GOA.
BECAUSE A LIMITED AMOUNT OF PERMITS ARE ISSUED ON A LOTTERY BASIS, WE MAY NOT
RECEIVE EVER RECEIVE A PERMIT AND OUR BUSINESS WILL FAIL.
In order to operate an eating establishment in Goa, we must first obtain a
permit from the regional Department of Tourism. These are granted on a lottery
basis and are only valid for one year. Thus even if we were successful in
obtaining a permit, in each successive year, we would have to reapply for a
permit and participate in a similar lottery process in order to continue
operations. As a result, our ability to obtain a permit in the initial and
6
successive years of operation is in doubt. In the area that we wish to operate,
the Velludo beach area, only four permits are granted each year.
THE BEACH SHACK INDUSTRY IS HIGHLY COMPETITIVE AS THE BEACH SHACKS ARE
CONCENTRATED AND RETURNING TOURISTS NORMALLY RETURN TO THE SHACKS THAT HAD
FREQUENTED PREVIOUS YEAR. IF WE CANNOT DEVELOP OUR BEACH SHACK IN A DESIRABLE
LOCATION AND DO NOT ATTRACT CUSTOMERS, WE WILL NOT BE ABLE TO COMPETE
SUCCESSFULLY, OUR BUSINESS MAY BE ADVERSELY EFFECTED AND WE MAY NOT BE ABLE TO
GENERATE ANY REVENUE.
The beach shack business in Goa is intensely competitive. There are numerous,
experience and well-run beach shacks in popular locations. Although the
Department of Tourism limits the number of shacks and tables and beach beds, the
industry is very competitive. We have not demonstrated that we currently can
compete successfully against these competitors and we may not be able to compete
in the future. If we are unable to effectively compete, our results would be
negatively affected, we may be unable to implement our plan and we might
ultimately fail.
COMPLIANCE WITH HEALTH AND OTHER GOVERNMENT REGULATIONS APPLICABLE TO US
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The food service business is subject to various local, state and governmental
regulations, standards and other requirements for food storage, preparation
facilities, food handling procedures and labor standards. We will also require
permits from the local excise department in order to serve liquor; from the
Health Department for health and safety matters, from the Directorate of the
Food and Drug Administration; approval and connection from the Electricity
Department; the Fire Department; the Police Department; and the Department of
Commercial Taxes. All of these departments coordinate with the Department of
Tourism to ensure that beach shacks meet these individual departmental
requirements. The estimated cost of obtaining all necessary permits is included
in our $9,000 budget to erect one beach shack.
Upon receiving approval to construct a beach shack, we must adhere to the
requirements of each of these departments. Upon completion of the construction
in accordance with such requirements, the Department of Tourism will coordinate
with the other departments and obtain all the necessary licenses and permits. If
we encounter difficulties in obtaining any necessary licenses or permits or
complying with ongoing and changing regulatory requirements, we may have
difficulty or may not even be able to open our food service business. The
occurrence of any of these problems could materially harm the success of our
business and result in the entire loss of your investment. We cannot take any
steps to obtain required permits until we receive a beach shack permit and
complete its construction.
WE ARE DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO EXPAND OUR
BUSINESS. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE.
We need the proceeds from this offering of $32,000 to expand our operations. If
this amount is raised, it will enable us, after paying the expenses of this
offering, to apply for permission to operate a beach shack in 2012 and
potentially expand operations in 2013 to operate multiple beach shacks, of which
there is no guarantee. We estimate that it will cost us $9,000 to erect one
beach shack and cover all related permitting and licensing fees.
It will also enable us to initiate our marketing plans and print support
material such as brochures and flyers with an estimated initial cost of $2,000.
We may need additional funds to complete further development of our business
plan and to achieve a sustainable sales level where ongoing operations and
expansion can be funded out of revenues. There is no assurance that any
additional financing will be available or if available, on terms that will be
acceptable to us.
BECAUSE WE HAVE NOT YET COMMENCED BUSINESS OPERATIONS, IT MAKES EVALUATING
OUR BUSINESS DIFFICULT.
We were incorporated on May 19, 2010 and to date have been involved primarily in
organizational activities. We have not earned revenues as of the date of this
prospectus and have incurred total losses of $20,364 from our incorporation to
February 29, 2012.
Accordingly, you cannot evaluate our business or our future prospects, due to
our lack of operating history. To date, our business development activities have
consisted solely of organizational activities and acquiring a 10% interest in an
existing beach shack on December 1, 2010, which we subsequently sold for its
purchase price in January 2012. Potential investors should be aware of the
difficulties normally encountered by development stage companies and the high
rate of failure of such enterprises. In addition, there is no guarantee that we
will commence business operations. Even if we do commence operations, at
present, we do not know exactly when.
Furthermore, we anticipate that we will incur increased operating expenses
without realizing any significant revenues. We therefore expect to incur
significant losses into the foreseeable future. We recognize that if we are
unable to generate significant revenues from operating beach shacks, we will not
be able to earn profits or continue operations.
7
BECAUSE WE OPERATE IN A FOREIGN COUNTRY, OUR BUSINESS IS SUBJECT TO
CURRENCY FLUCTUATIONS AND RISKS WHICH COULD IMPACT OUR REVENUES AND RESULTS OF
OPERATIONS. ALSO, SINCE WE HOLD OUR CASH RESERVES IN US DOLLARS, WE MAY
EXPERIENCE WEAKENED PURCHASING POWER IN INDIAN RUPEES TERMS AND MAY NOT BE ABLE
TO AFFORD TO CONDUCT OUR PLANNED PROGRAM.
Although we hold our cash reserves in US dollars, we intend to operate our
business in Indian rupees through a wholly owned Indian subsidiary. Almost all
of our operations and expenses will be denominated in the Indian currency. Due
to foreign exchange rate fluctuations, the value of our reserves and the cash
flow that our subsidiary will receive will result in both translation gains and
losses in terms of Indian rupees.
We anticipate that we will raise all necessary funds for current and future
operations through the sale of our equity, which will be denominated in United
States dollars. If there was to be a significant decline in the US Dollar versus
Indian rupees, our Indian rupees purchasing power in US dollars would
significantly decline. As well, if there was a significant decline in the Indian
rupee relative to the US dollar, the amount of revenue and net profit that we
may generate from our future subsidiary's operations would be reduced in terms
of US dollars, our financial statement reporting currency. We have not entered
into derivative instruments to offset the impact of foreign exchange
fluctuations.
ANY CHANGES IN INDIAN LAWS RELATING TO FOREIGN OWNERSHIP RESTRICTIONS OR
REMITTING FUNDS OUT OF THE COMPANY COULD ADVERSELY IMPACT OUR ABILITY TO PAY
DIVIDENDS IN THE FUTURE.
While India does not currently have any foreign ownership restrictions on
companies that operate in the food services industry through Indian corporate
subsidiaries or restrictions on remitting operating funds out of India, changes
in regulations in the future could adversely impact our business. In such
circumstances, we may not be able to remit funds to our U.S. parent company,
which may impede our ability to pay dividends to our shareholders.
UPON SECURING PERMISSION TO OPERATE A BEACH SHACK, WE MUST BUILD A BEACH
SHACK THAT MEETS THE LEGAL REQUIREMENTS.
If we are successful in getting the necessary permit in order to erect a beach
shack, we will be responsible for erecting and operating the establishment. We
will also be responsible for ensuring that the facility meets all legal
requirements, including those regarding maximum size and fitness for public
occupancy. While we intend to retain the necessary consultants and contractors
to prepare a design plan and construct the shack, we currently do not have any
preliminary building layout and plans. In addition, we currently do not have the
funds to develop layout plans. We estimate that the total cost for erection of
one beach shack, including all permitting, licenses and construction plans, will
be $9,000.
OUR BUSINESS OPERATIONS COULD BE SEVERELY IMPACTED AS A RESULT OF POLITICAL
OR ECONOMIC INSTABILITY AND/OR TERRORIST ACTIVITIES, WHICH COULD RESULT IN A
LOSS OF ANY INVESTMENT IN OUR SHARES.
Any terrorist or threatened terrorist activities in or near where we operate our
beach shack could severely restrict our business operations and reduce possible
revenues. At this time, there are no threats or pending threats to the areas
where we plan to conduct our operations or where the tourist sites are located.
In addition, any adverse changes to the current economy, political climate,
currency, and environment for foreign businesses or security could result in the
closure of our business and loss of revenues, which would result in a total loss
of your investment.
WE ARE VULNERABLE TO THE CURRENT ECONOMIC CRISIS THAT MAY NEGATIVELY AFFECT
OUR PROFITABILITY
The recent global recession has placing severe constraints on the ability of all
companies, particularly smaller ones, to raise capital, operate effectively and
profitably and to plan for the future. Currently, it is not clear whether the
economy will recover appreciably in the near future. As a small, start-up
company we are especially vulnerable to these conditions. If current economic
conditions do not improve, or if they worsen, our business will likely be
negatively affected and will suffer.
IF OUR PRESIDENT LEAVES PRIOR TO SECURING REPLACEMENTS, WE WILL BE LEFT
WITHOUT MANAGEMENT AND OUR BUSINESS OPERATIONS WOULD CEASE.
We depend on the services of our President, Maria Fernandes, and our success
depends on the decisions made by her. The loss of the services of our President
could have an adverse effect on our business, financial condition and results of
operations. There is no assurance that our President will not leave us or
compete against us in the future, as we presently have no employment agreement
with her. In such circumstance, we may have to recruit qualified personnel with
competitive compensation packages, equity participation and other benefits that
may affect the working capital available for our operations. Our failure to
attract additional qualified employees or to retain the services of Ms.
Fernandes could have a material adverse effect on our operating results and
financial condition. Even if we are able to find additional personnel, it is
8
uncertain whether we could find someone who could successfully operate beach
shacks. We will fail without appropriate replacements.
ALTHOUGH OF PRESIDENT IS NOT CURRENTLY RECEIVING COMPENSATION FOR HER
SERVICES, SHE ANTICIPATES RECEIVING MANAGEMENT FEES ONCE WE ARE ABLE TO AFFORD
TO PAY THEM FROM OPERATIONS, WHICH WILL ADVERSELY IMPACT ANY POTENTIAL NET
PROFIT THAT WE MAY GENERATE.
We are not currently compensating our President for providing management
services to us. We intend to pay management fees to her as compensation if the
cash flow that we generate from operations significantly exceeds our total
expenses. We currently anticipate that such management fees would not exceed
$5,000 per month. However, Ms. Fernandes, as our sole officer and director, has
the power to set her own compensation as she sees fit. Management fees that she
receives will have an adverse effect on our net profit, if any.
OUR MANAGEMENT HAS LIMITED PRIOR EXPERIENCE IN THE OPERATING A BEACH SHACK
AND THEREFORE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE THE DEVELOPMENT OR GROWTH
OF OUR COMPANY IN THIS FIELD.
Our management has minimal experience in operating beach shacks. Although Ms.
Fernandes has experience operating a guesthouse for tourists and has assisted
with the operation of the Seaview beach shack in Goa from December 2010 to April
2011, as well as from October 2011 to January 2012, this limited experience may
cause us to make serious mistakes in the development or implementation of our
business plan. Our management may be unable to develop or grow a business in
this field due to its inexperience.
BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS NO FORMAL TRAINING IN FINANCIAL
ACCOUNTING AND MANAGEMENT, IN THE FUTURE, OUR DISCLOSURE AND ACCOUNTING CONTROLS
MAY NOT BE EFFECTIVE TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS, WHICH COULD
RESULT IN FINES, PENALTIES AND ASSESSMENTS AGAINST US.
We have only one officer and director. She has no formal training in financial
accounting and management; however, she has been preparing the financial
statements that have been audited and reviewed by our auditors and included in
this prospectus.
Furthermore, she is responsible for our managerial and organizational
structure, which will include preparation of disclosure and accounting controls
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the "SOX Act").
Accordingly, she may be incapable of creating and implementing the disclosure
and accounting controls which are required under the SOX Act, which could result
in fines, penalties and assessments against us and which ultimately could cause
you to lose your entire investment.
THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR SOLE OFFICER AND DIRECTOR
COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF
U.S. SECURITIES LAWS.
Maria Fernandes, our sole officer and director, has had no responsibility for
managing a public company in the United States, which could impair our ability
to comply with legal and regulatory requirements such as those imposed by the
Sarbanes-Oxley Act of 2002. Such responsibility includes complying with federal
securities laws and making required disclosures on a timely basis. In addition,
Ms. Fernandes may not be able to implement programs and policies in an effective
and timely manner or in a manner which adequately responds to such increased
legal, regulatory compliance and reporting requirements, including establishing
and maintaining internal controls over financial reporting. Any such
deficiencies, weaknesses or lack of compliance could have a materially adverse
effect on our ability to comply with the reporting requirements of the Exchange
Act, which is necessary to maintain our public company status. If we were to
fail to fulfill those obligations, our ability to continue as a U.S. public
company would be in jeopardy, in which event you could lose your entire
investment in our company.
OUR SOLE OFFICER AND DIRECTOR WILL ALLOCATE ONLY A PORTION OF HER TIME TO
OUR BUSINESS, WHICH COULD HAVE A NEGATIVE IMPACT ON OUR SUCCESS.
Currently, our sole officer and director allocates only a portion of her time to
the operation of our business. If our business develops faster than anticipated,
or if her other commitments require her to devote more substantial amounts of
time than is currently planned, there is no guarantee that she will devote the
time necessary to assure our successful operations. As a result, there is a
substantial risk that we will not be successful in our endeavors.
IF OUR ESTIMATES RELATED TO EXPENDITURES ARE ERRONEOUS OR INACCURATE, OUR
BUSINESS WILL FAIL AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
Our success is dependent in part upon the accuracy of our management's estimates
of expenditures for legal and accounting services, including those we expect to
incur as a publicly reporting company, applying and constructing a beach shack
and advertising and administrative expenses, which management estimates to
aggregate a minimum of approximately $31,000 over the next 12 months. This
figure consists of $9,000 to erect a beach shack, including all related costs,
$17,000 in federal securities law compliance costs, $2,000 in marketing costs,
$2,300 incorporation cost for an Indian subsidiary and approximately $590 in
office and general administration costs. If such estimates are erroneous or
9
inaccurate, or we encounter unforeseen expenses and delays, we may not be able
to carry out our business plan, which could result in the failure of our
business and a loss of your entire investment.
WE ARE SUBJECT TO THE MANY RISKS OF DOING BUSINESS INTERNATIONALLY
INCLUDING BUT NOT LIMITED TO THE DIFFICULTY OF ENFORCING LIABILITIES IN A
FOREIGN JURISDICTION.
Our sole officer and director resides outside of the United States and all of
our substantial assets will be located outside of the United States in an
operating subsidiary that we intend to incorporate following this offering. We
are a Nevada corporation and, as such, are subject to the jurisdiction of the
State of Nevada and the United States courts for purposes of any lawsuit, action
or proceeding by investors herein. However, even if judgment is obtained against
us, it is possible that most of our liquid assets will be held in the name of
our subsidiary and will be difficult or impossible to realize without obtaining
judgment in India as well. Therefore, the cost of enforcing liabilities against
us will be high.
Our sole officer and director resides in India. Any action brought against her
in the United States, even if successful, either through default or on the
merits of the claim, that results in a financial award against her, may be
required to be enforced and/or collected in India, unless Ms. Fernandes owned
assets located in the United States. Further, shareholder efforts to bring an
action in India against its citizens for any alleged breach of a duty in a
foreign jurisdiction may be difficult, as prosecution of a claim in a foreign
jurisdiction, and in particular a foreign nation, may be effectively, if not
financially, unfeasible.
WE ARE AN "EMERGING GROWTH COMPANY" AND WE INTEND TO TAKE ADVANTAGE OF
REDUCED DISCLOSURE AND GOVERNANCE REQUIREMENTS APPLICABLE TO EMERGING GROWTH
COMPANIES, WHICH COULD RESULT IN OUR COMMON STOCK BEING LESS ATTRACTIVE TO
INVESTORS.
We are an "emerging growth company," as defined in the Jumpstart Our Business
Startups Act of 2012 and we intend to take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of
the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously
approved. We cannot predict if investors will find our common stock less
attractive because we will rely on these exemptions. If some investors find our
common stock less attractive as a result, there may be a less active trading
market for our common stock and our stock price may be more volatile. We may
take advantage of these reporting exemptions until we are no longer an emerging
growth company, which in certain circumstances could be for up to five
years.
RISKS RELATING TO OUR COMMON STOCK
BECAUSE OUR SOLE OFFICER AND DIRECTOR, WHO IS ALSO OUR SOLE PROMOTER, WILL
OWN MORE THAN 50% OF THE OUTSTANDING SHARES AFTER THIS OFFERING, SHE WILL RETAIN
CONTROL OF US AND BE ABLE TO ELECT DIRECTORS WHICH COULD DECREASE THE PRICE AND
MARKETABILITY OF THE SHARES.
Even if we sell all 1,600,000 shares of common stock in this offering, Ms.
Fernandes will still own 3,800,000 shares and will continue to control us. As a
result, Ms. Fernandes will have significant influence to:
* elect or defeat the election of our directors;
* amend or prevent amendment of our articles of incorporation or bylaws;
* effect or prevent a merger, sale of assets or other corporate
transaction; and
* effect the outcome of any other matter submitted to the stockholders
for vote.
Moreover, because of the significant ownership position held by our insider, new
investors may not be able to effect a change in the Company's business or
management, and therefore, shareholders would be subject to decisions made by
management and the majority shareholder.
In addition, sales of significant amounts of shares held by Ms. Fernandes, or
the prospect of these sales, could adversely affect the market price of our
common stock. Management's stock ownership may discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from
realizing a premium over our stock price.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO
SELL ALL OF THE SHARES, IN WHICH CASE, WE MAY HAVE TO SEEK ALTERNATIVE FINANCING
TO IMPLEMENT OUR BUSINESS PLANS AND YOU WOULD RECEIVE A RETURN OF YOUR ENTIRE
INVESTMENT.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares. We intend to sell them through
our sole officer and director, who will receive no commissions. She will offer
10
the shares to friends, relatives, acquaintances and business associates;
however, there is no guarantee that she will be able to sell any of the shares.
In the event we do not sell all of the shares before the expiration date of the
offering, all funds raised will be promptly returned to the investors, without
interest or deduction.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR
YOUR SHARES.
Our existing stockholder acquired her shares at a cost of $0.005 per share, a
cost per share that is substantially less than the amount you will pay for the
shares you purchase in this offering. Accordingly, any investment you make in
these shares will result in the immediate and substantial dilution of the net
tangible book value of those shares from the $0.02 you pay for them. Upon
completion of the offering, the net tangible book value of your shares will be
$0.00567 per share, $0.01433 less than what you paid for them.
BECAUSE THE PROCEEDS OF OUR OFFERING WILL BE HELD IN A STANDARD CORPORATE
CHECKING ACCOUNT RATHER THAN AN ESCROW ACCOUNT, UNTIL THE OFFERING CLOSES, IT IS
POSSIBLE THAT CREDITORS OF THE COMPANY COULD ATTACH THESE FUNDS AND WE MAY NOT
BE ABLE TO RETURN YOUR FUNDS IF THE OFFERING IS NOT COMPLETED.
We intend to open a separate, standard bank checking account to be used
exclusively for the deposit of funds we receive from the sale of shares in the
offering. Our management will have sole control over the withdrawal of funds
from this account. We have not made arrangements to place the funds in an escrow
account with a third party escrow agent due to the costs involved. As a result,
investors are subject to the risk that creditors could attach these funds during
the offering process.
THERE IS CURRENTLY NO PUBLIC MARKET FOR OUR SECURITIES, AND THERE CAN BE NO
ASSURANCE THAT ANY PUBLIC MARKET WILL DEVELOP OR THAT OUR COMMON STOCK WILL BE
QUOTED FOR TRADING.
There is no public market for our securities and there can be no assurance that
an active trading market for the securities offered herein will develop after
this offering by the selling stockholders, or, if developed, be sustained. After
the effective date of the registration statement of which this prospectus is a
part, we intend to identify a market maker to file an application with the
Financial Industry Regulatory Authority ("FINRA") to have our common stock
quoted on the Over-the-Counter Bulletin Board. We will have to satisfy certain
criteria in order for our application to be accepted. We do not currently have a
market maker that is willing to participate in this application process, and
even if we identify a market maker, we cannot assure you that we will meet the
requisite criteria or that our application will be accepted. Our common stock
may never be quoted on the Over-the-Counter Bulletin Board, or, even if quoted,
a public market may not materialize.
If our securities are not eligible for initial quotation, or if quoted, are not
eligible for continued quotation on the Over-the-Counter Bulletin Board or a
public trading market does not develop, purchasers of the shares of common stock
may have difficulty selling or be unable to sell their securities should they
desire to do so, rendering their shares effectively worthless and resulting in a
complete loss of their investment.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO
SELL OUR STOCK.
The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. "Penny
stock" rules impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors, that is, generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with a spouse. For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. Consequently, the "penny
stock" rules may restrict the ability of broker-dealers to sell our shares of
common stock. The market price of our shares would likely suffer as a result.
FINRA SALES PRACTICE REQUIREMENTS MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY
AND SELL OUR STOCK.
FINRA has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for certain customers. FINRA
requirements will likely make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may have the effect of reducing
11
the level of trading activity in our common stock. As a result, fewer
broker-dealers may be willing to make a market in our common stock, reducing a
stockholder's ability to resell shares of our common stock.
STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE
STATES IN WHICH YOU CAN SELL THE SHARES OFFERED BY THIS PROSPECTUS.
If you purchase shares of our common stock sold pursuant to this offering, you
may not be able to resell the shares in a certain state unless and until the
shares of our common stock are qualified for secondary trading under the
applicable securities laws of such state or there is confirmation that an
exemption, such as listing in certain recognized securities manuals, is
available for secondary trading in such state. There can be no assurance that we
will be successful in registering or qualifying our common stock for secondary
trading, or identifying an available exemption for secondary trading in our
common stock in every state. If we fail to register or qualify, or to obtain or
verify an exemption for the secondary trading of, our common stock in any
particular state, the shares of common stock could not be offered or sold to, or
purchased by, a resident of that state. In the event that a significant number
of states refuse to permit secondary trading in our common stock, the market for
the common stock will be limited, which could drive down the market price of our
common stock and reduce the liquidity of the shares of our common stock and a
stockholder's ability to resell shares of our common stock at all or at current
market prices, which could increase a stockholder's risk of losing some or all
of her investment.
IF QUOTED, THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE, WHICH MAY
SUBSTANTIALLY INCREASE THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT
OR ABOVE THE PRICE THAT YOU MAY PAY FOR THE SHARES.
Even if our shares are quoted for trading on the Over-the-Counter Bulletin
Board following this offering and a public market develops for our common stock,
the market price of our common stock may be volatile. It may fluctuate
significantly in response to the following factors:
* variations in quarterly operating results;
* our announcements of significant commissions and achievement of
milestones;
* our relationships with other companies or capital commitments;
* additions or departures of key personnel;
* sales of common stock or termination of stock transfer restrictions;
* changes in financial estimates by securities analysts, if any; and
* fluctuations in stock market price and volume.
Your inability to sell your shares during a decline in the price of our stock
may increase losses that you may suffer as a result of your investment.
BECAUSE WE DO NOT INTEND TO PAY ANY DIVIDENDS ON OUR COMMON STOCK, HOLDERS
OF OUR COMMON STOCK MUST RELY ON STOCK APPRECIATION FOR ANY RETURN ON THEIR
INVESTMENT.
We have not declared or paid any dividends on our common stock since our
inception, and we do not anticipate paying any such dividends for the
foreseeable future. Accordingly, holders of our common stock will have to rely
on capital appreciation, if any, to earn a return on their investment in our
common stock.
ADDITIONAL ISSUANCES OF OUR SECURITIES MAY RESULT IN IMMEDIATE 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. We are authorized to issue up to 75,000,000 shares of
common stock, of which 3,800,000 shares of common stock are currently issued and
outstanding. Our Board of Directors has the authority to cause us to issue
additional shares of common, and to determine the rights, preferences and
privilege of such shares, without consent of any of our stockholders. We may
issue shares in connection with financing arrangements or otherwise. Any such
issuances will result in immediate dilution to our existing shareholders'
interests, which will negatively affect the value of your shares.
WE MAY BE EXPOSED TO POTENTIAL RISKS RESULTING FROM NEW REQUIREMENTS UNDER
SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.
Pursuant to Section 404 of the SOX Act, we will be required to include in our
annual report our assessment of the effectiveness of our internal control over
financial reporting once this registration statement becomes effective and we
commence filing financial reports with the Securities & Exchange Commission. We
expect to incur additional expenses and diversion of management's time as a
result of performing the system and process evaluation, testing and remediation
required in order to comply with the management certification and auditor
attestation requirements.
12
We currently do not have a sufficient number of employees to segregate
responsibilities and may be unable to afford increasing our staff or engaging
outside consultants or professionals to overcome our lack of employees. During
the course of our testing, we may identify other deficiencies that we may not be
able to remediate in time to meet the deadline imposed by the SOX Act for
compliance with the requirements of Section 404. In addition, if we fail to
achieve and maintain the adequacy of our internal controls, as such standards
are modified, supplemented or amended from time to time, we may not be able to
ensure that we can conclude on an ongoing basis that we have effective internal
controls over financial reporting in accordance with Section 404 of the SOX Act.
Moreover, effective internal controls, particularly those related to revenue
recognition, are necessary for us to produce reliable financial reports and are
important to help prevent financial fraud. If we cannot provide reliable
financial reports or prevent fraud, our business and operating results could be
harmed, investors could lose confidence in our reported financial information,
and the trading price of our common stock, if a market ever develops, could drop
significantly.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements and information relating to
our business that are based on our beliefs as well as assumptions made by us or
based upon information currently available to us. These statements reflect our
current views and assumptions with respect to future events and are subject to
risks and uncertainties. Forward-looking statements are often identified by
words like: "believe," "expect," "estimate," "anticipate," "intend," "project"
and similar expressions or words which, by their nature, refer to future events.
In some cases, you can also identify forward-looking statements by terminology
such as "may," "will," "should," "plans," "predicts," "potential" or "continue"
or the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks in the section entitled Risk Factors
beginning on page 5, that may cause our or our industry's actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. In addition, you are directed to
factors discussed in the "Management's Discussion and Analysis of Financial
Condition and Results of Operation" section beginning on page 28, and the
section entitled "Description of Our Business" beginning on page 18, as well as
those discussed elsewhere in this prospectus. Other factors include, among
others: general economic and business conditions; industry capacity; industry
trends; competition; changes in business strategy or development plans; project
performance; availability, terms, and deployment of capital; and availability of
qualified personnel.
These forward-looking statements speak only as of the date of this prospectus.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, or achievements. Except as required by applicable law, including the
securities laws of the United States, we expressly disclaim any obligation or
undertaking to disseminate any update or revisions of any of the forward-looking
statements to reflect any change in our expectations with regard thereto or to
conform these statements to actual results.
TAX CONSIDERATIONS
We are not providing any tax advice as to the acquisition, holding or
disposition of the securities offered herein. In making an investment decision,
investors are strongly encouraged to consult their own tax advisor to determine
the U.S. federal, state and any applicable foreign tax consequences relating to
their investment in our securities.
USE OF PROCEEDS
When all the shares are sold, the net proceeds from this offering will be
$32,000. We expect to disburse the proceeds from this offering in the priority
set forth below, within the first 12 months after successful completion of this
offering:
Net proceeds to us $32,000
Cash on hand $ 1,350
-------
TOTAL $33,350
=======
Legal Counsel and Auditor Fees for Public Company
Reporting Requirements $17,000
Estimated Remaining Offering Expenses 1,460
Shack application, permitting and licensing fees
and costs 9,000
Incorporation of an Indian subsidiary 2,300
Brochures, Marketing and Promotion 2,000
Office and Administrative 590
-------
TOTAL $33,350
=======
13
Our marketing and advertising will be focused on promoting our beach shack to
travel agencies, small resorts and tourists in Goa. Our advertising campaign
will include the design and printing of various print materials.
DETERMINATION OF OFFERING PRICE
There is no established market for our stock. The offering price of the shares
has been determined arbitrarily by us. The price does not bear any relationship
to our assets, book value, earnings, or other established criteria for valuing a
privately held company. In determining the number of shares to be offered and
the offering price, we took into consideration our capital structure and the
amount of money we would need to implement our business plans. Accordingly, the
offering price should not be considered an indication of the actual value of our
securities.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Upon the effectiveness of the registration statement of which this prospectus
forms a part, we intend to seek a market maker to file an application with the
FINRA to have our stock quoted on the OTC Bulletin Board. However, we cannot
assure you that our shares will be quoted on the OTC Bulletin Board or, if
quoted, that a public market will materialize.
The Securities and Exchange Commission has 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
quotation system. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock, to deliver a standardized risk disclosure document
prepared by the Securities and Exchange Commission, that:
a. contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading;
b. contains 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 of the
securities laws;
c. contains 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;
d. contains a toll-free telephone number for inquiries on disciplinary
actions;
e. defines significant terms in the disclosure document or in the conduct
of trading in penny stocks; and
f. contains such other information and is in such form, including
language, type, size and format, as the Securities and Exchange
Commission shall require by rule or regulation.
The broker or dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with:
(a) bid and offer quotations for the penny stock;
(b) the compensation of the broker-dealer and its salesperson in the
transaction;
(c) 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
(d) a monthly account statement 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 suitably written statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock. Therefore, if our common stock
becomes subject to the penny stock rules, stockholders may have difficulty
selling those securities.
HOLDERS
We had one holder of record of our common stock as of June 15, 2012.
14
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any securities authorized for issuance under any equity
compensation plans.
DIVIDEND POLICY
We have not paid any dividends since our incorporation and do not anticipate the
payment of dividends in the foreseeable future. At present, our policy is to
retain earnings, if any, to develop and market our product. The payment of
dividends in the future will depend upon, among other factors, our earnings,
capital requirements, and operating financial conditions.
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
In this offering, the level of dilution is increased as a result of the
relatively low book value of Lisboa's presently issued and outstanding stock.
This is due to the shares of common stock issued to the Company's founder
totaling 3,800,000 shares at $0.005 per share for $19,000 cash versus the
current offering price of $0.02 per share.
The Company's net tangible book value on February 29, 2012 was ($1,364), or
approximately ($0.00036) per share, based upon 3,800,000 shares outstanding.
Upon completion of this offering, but without taking into account any change in
the net tangible book value after completion of this offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$32,000, the net tangible book value of the 5,400,000 shares to be outstanding
will be $30,636, or approximately $0.00567 per share. Accordingly, the net
tangible book value of the shares held by our existing stockholder (3,800,000
shares) will be increased by $0.00603 per share without any additional
investment on her part. The purchasers of our common stock in this offering will
incur immediate dilution (a reduction in the net tangible book value per share
from the offering price of $0.02 per share) of $0.01433 per share. As a result,
after completion of the offering, the net tangible book value of the shares held
by purchasers in this offering would be $0.00567 per share, reflecting an
immediate reduction from the $0.02 price per share they paid for their shares.
After completion of the offering, the existing shareholder will own 70.4% of the
total number of shares then outstanding, for which she will have made a cash
investment of $19,000, or $0.005 per share. Upon completion of the offering, the
purchasers of the shares offered hereby will own 29.6% of the total number of
shares then outstanding, for which they will have made a cash investment of
$32,000, or $0.02 per share.
The following table illustrates the dilution to the purchasers of the common
stock in this offering. The table below includes an analysis of the dilution
that will occur if all shares are sold:
Dilution Table
100% of
Shares Sold
-----------
Offering Price Per Share $ 0.02
Net Tangible Book Value Per Share Before the Offering $0.00036
Net Tangible Book Value Per Share After the Offering $0.00567
Net Increase to Original Shareholder $0.00603
Decrease in Investment to New Shareholders $0.01433
Dilution to New Shareholders 71.7%
The following table summarizes the number and percentage of shares purchased the
amount and percentage of consideration paid and the average price per share paid
by our existing stockholder and by new investors in this offering:
Price per Total Number of Percentage of Consideration
Share Shares Held Ownership Paid
----- ----------- --------- ----
Existing Stockholder $0.005 3,800,000 70.4% $19,000
Investors in This Offering $0.020 1,600,000 29.6% $32,000
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SELLING SECURITY HOLDERS
Our current stockholder is not selling any of the shares being offered in this
Prospectus
PLAN OF DISTRIBUTION
This is a self-underwritten offering. There are no plans or arrangements to
enter into any contracts or agreements to sell the Shares with a broker or
dealer. Ms. Fernandes, our officer and director, will sell the shares and
intends to offer them to friends, family members and business acquaintances with
no commission or other remuneration payable to her for any Shares she sells. In
offering the securities on our behalf, she will rely on the safe harbor from
broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange
Act of 1934.
She will not register as a broker-dealer pursuant to Section 15 of the
Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth
those conditions under which a person associated with an issuer may participate
in the offering of the issuer's securities and not be deemed to be a
broker-dealer. Our sole officer and director satisfies the requirements of Rule
3a4-1, because she:
(a) is not subject to a statutory disqualification, as that term is
defined in Section 3(a)(39)of the Act, at the time of her
participation; and
(b) will not be compensated in connection with her participation by the
payment of commissions or other remuneration based either directly or
indirectly on transactions in securities; and
(c) is not, nor will she be at the time of her participation in the
offering, an associated person of a broker-dealer; and
(d) meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the
Exchange Act, in that she (A) primarily performs, or is intended
primarily to perform at the end of the offering, substantial duties
for or on behalf of our company, other than in connection with
transactions in securities; and (B) is not a broker or dealer, or been
associated person of a broker or dealer, within the preceding twelve
months; and (C) has not participated in selling and offering
securities for any Issuer more than once every twelve months other
than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Only after our registration statement is declared effective by the SEC, do we
intend to advertise, through tombstones, and hold investment meetings in Goa,
India. We will not utilize the internet to advertise our offering. Ms. Fernandes
will also distribute the prospectus to potential investors at the meetings, to
business associates and to her friends and relatives who are interested in us
and a possible investment in the offering. No Shares purchased in this offering
will be subject to any kind of lock-up agreement.
Our officer, director, control person and her affiliates do not intend to
purchase any Shares in this offering.
We intend to sell our Shares outside the United States, particularly in India.
SECTION 15(g) OF THE EXCHANGE ACT
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules
15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder, impose additional
sales practice requirements on broker/dealers who sell our securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to
brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of the penny
stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny
stocks unless the broker/dealer has first provided to the customer a
standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny
stock transaction unless the broker/dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for
a customer unless the broker/dealer first discloses to the customer the amount
of compensation or other remuneration received as a result of the penny stock
transaction.
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Rule 15g-5 requires that a broker/dealer executing a penny stock transaction,
other than one exempt under Rule 15g-1, disclose to its customer, at the time of
or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their
customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approve the transaction for the customer's
account; obtain a written agreement from the customer setting forth the identity
and quantity of the stock being purchased; obtain from the customer information
regarding her investment experience; make a determination that the investment is
suitable for the investor; deliver to the customer a written statement for the
basis for the suitability determination; notify the customer of her rights and
remedies in cases of fraud in penny stock transactions; and, the FINRA's toll
free telephone number and the central number of the North American Securities
Administrators Association, for information on the disciplinary history of
broker/dealers and their associated persons.
The application of the penny stock rules may affect your ability to resell your
Shares.
TERMS OF THE OFFERING
The Shares will be sold at the fixed price of $0.02 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus is effective and
continue for a period not to exceed 180 days (the "Expiration Date").
DEPOSIT OF OFFERING PROCEEDS
This is a "best efforts," "all or none" offering and, as such, we will not be
able to spend any of the proceeds unless and until all shares are sold and all
proceeds are received. We intend to hold all monies collected for subscriptions
in a bank account until the total amount of $32,000 has been received. At that
time, the funds will be used in the implementation of our business plans. In the
event the offering is not sold out prior to the Expiration Date, all monies will
be returned to investors, without interest or deduction.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or
certified funds to us. Subscriptions, once received by the company, are
irrevocable.
RIGHT TO REJECT SUBSCRIPTIONS
We maintain the right to accept or reject subscriptions in whole or in part, for
any reason or for no reason. All monies from rejected subscriptions will be
returned immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours of our
having received them.
DESCRIPTION OF SECURITIES TO BE REGISTERED
CAPITAL STOCK
Our authorized capital stock consists of 75,000,000 shares of common stock with
a par value of $0.001 per share.
COMMON STOCK
Holders of our common stock have no preemptive rights to purchase additional
shares of common stock or other subscription rights. The common stock carries no
conversion rights and is not subject to redemption or to any sinking fund
provisions. All shares of common stock are entitled to share equally in
dividends from sources legally available. Therefore, when, as and if declared by
the Board of Directors, and upon our liquidation or dissolution, whether
voluntary or involuntary, to share equally in our assets that are available for
distribution to stockholders.
The Board of Directors is authorized to issue additional shares of common stock
not to exceed the amount authorized by our Articles of Incorporation, on such
terms and conditions and for such consideration as the Board may deem
appropriate without further stockholder action.
OPTIONS, WARRANTS AND RIGHTS
There are no outstanding options, warrants, or similar rights to purchase any of
our securities.
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DIVIDEND POLICY
We have not paid any cash dividends to shareholders. The declaration of any
future cash dividends is at the discretion of our board of directors and depends
upon our earnings, if any, our capital requirements and financial position,
general economic conditions, and other pertinent conditions. It is our present
intention not to pay any cash dividends in the foreseeable future, but rather to
reinvest earnings, if any, in our business operations.
PENNY STOCK REGULATION
The SEC has adopted regulations which generally define "penny stock" to be any
equity security that has a market price (as defined) of less than $5.00 per
share or an exercise price of less than $5.00 per share. Such securities are
subject to rules that impose additional sales practice requirements on
broker-dealers who sell them. For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchaser of
such securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to the
transaction, of a disclosure schedule prepared by the SEC relating to the penny
stock market. The broker-dealer also must disclose the commissions payable to
both the broker-dealer and the registered representative, current quotations for
the securities and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Finally, among other requirements, monthly statements must be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. As the Shares immediately
following this Offering will likely be subject to such penny stock rules,
purchasers in this Offering will in all likelihood find it more difficult to
sell their Shares in the secondary market.
SHARES ELIGIBLE FOR FUTURE RESALE
GENERAL
There is no public market for our common stock. We cannot predict the effect, if
any, that market sales of shares of our common stock or the availability of
shares of our common stock for sale will have on the market price of our common
stock. Sales of substantial amounts of our common stock in the public market
could adversely affect the market prices of our common stock and could impair
our future ability to raise capital through the sale of our equity securities.
Upon completion of this offering, based on our outstanding shares as of June 15,
2012, we will have outstanding an aggregate of 5,400,000 shares of our common
stock. Of these shares, upon effectiveness of the registration statement of
which this prospectus forms a part, the 1,600,000 shares covered hereby will be
freely transferable without restriction or further registration under the
Securities Act.
The remaining 3,800,000 restricted shares of common stock to be outstanding are
owned by our sole officer and director, known as our "affiliate," and may not be
resold in the public market except in compliance with the registration
requirements of the Securities Act or under an exemption under Rule 144 under
the Securities Act, if available, or otherwise.
RULE 144
The 3,800,000 shares held by our sole director and officer is subject to the
sale limitations imposed by Rule 144 and rules applying to shell companies. The
eventual availability for sale of substantial amounts of common stock under Rule
144 could adversely affect prevailing market prices for our securities.
Our issued shares of common stock are not currently available for resale to the
public in accordance with the volume and trading limitations of Rule 144 of the
Act because we are a shell company. Our shareholders cannot rely on Rule 144 for
the resale of our common stock until the following have occurred:
1. we have ceased to be a shell company;
2. we are subject to the reporting requirements of the Exchange Act;
3. we have filed all Exchange Act reports required for the past 12
months; and
4. a minimum of one year has elapsed since we filed current Form 10
information on Form 8-K changing our status from a shell company to a
non-shell company.
When Rule 144 is available, our affiliate stockholder shall be entitled to sell
within any three month period a number of shares that does not exceed the
greater of:
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1. 1% of the number of shares of the company's common stock then
outstanding; or
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
INTEREST 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, a substantial
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.
The financial statements included herewith have been audited by PLS CPA, A
Professional Corp., 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 Securities and Exchange Commission, and are included in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
Stepp Law Corporation has provided an opinion on the validity of our common
stock.
DESCRIPTION OF OUR BUSINESS
OVERVIEW
We were incorporated on May 19, 2010 in the State of Nevada. We have never been
involved in any reclassification, merger, consolidation or purchase or sale of a
significant amount of assets nor have we ever declared bankruptcy, been in
receivership, or been involved in any legal action or proceedings.
Our independent auditor has issued an audit opinion which includes a statement
expressing substantial doubt as to our ability to continue as a going concern.
EMERGING GROWTH COMPANY STATUS
Because we generated less than $1 billion in total annual gross revenues during
our most recently completed fiscal year, we qualify as an "emerging growth
company" under the Jumpstart Our Business Startups ("JOBS") Act.
We will lose our emerging growth company status on the earliest occurrence of
any of the following events:
1. on the last day of any fiscal year in which we earn at least $1 billion in
total annual gross revenues, which amount is adjusted for inflation every
five years;
2. on the last day of the fiscal year of the issuer following the fifth
anniversary of the date of our first sale of common equity securities
pursuant to an effective registration statement;
3. on the date on which we have, during the previous 3-year period, issued
more than $1 billion in non-convertible debt; or
4. the date on which such issuer is deemed to be a `large accelerated filer',
as defined in section 240.12b-2 of title 17, Code of Federal Regulations,
or any successor thereto."
A "large accelerated filer" is an issuer that, at the end of its fiscal year,
meets the following conditions:
1. it has an aggregate worldwide market value of the voting and non-voting
common equity held by its non-affiliates of $700 million or more as of the
last business day of the issuer's most recently completed second fiscal
quarter;
2. It has been subject to the requirements of section 13(a) or 15(d) of the
Act for a period of at least twelve calendar months; and
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3. It has filed at least one annual report pursuant to section 13(a) or 15(d)
of the Act.
As an emerging growth company, exemptions from the following provisions are
available to us:
1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor
attestation of internal controls;
2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which
require companies to hold shareholder advisory votes on executive
compensation and golden parachute compensation;
3. Section 14(i) of the Exchange Act (which has not yet been implemented),
which requires companies to disclose the relationship between executive
compensation actually paid and the financial performance of the company;
4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been
implemented), which requires companies to disclose the ratio between the
annual total compensation of the CEO and the median of the annual total
compensation of all employees of the companies; and
5. The requirement to provide certain other executive compensation disclosure
under Item 402 of Regulation S-K. Instead, an emerging growth company must
only comply with the more limited provisions of Item 402 applicable to
smaller reporting companies, regardless of the issuer's size.
Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose
to forgo such exemption and instead comply with the requirements that apply to
an issuer that is not an emerging growth company. We have elected under this
section of the JOBS Act to maintain our status as an emerging growth company and
take advantage of the JOBS Act provisions relating to complying with new or
revised accounting standards under Section 102(b)(1) of the JOBS Act..
BUSINESS OF ISSUER
We are a company with no revenues, operations, and nominal assets. To date,
management has incorporated our company, determined our business plan to attempt
to operate a beach front eating establishment in Goa, India, identified our
target market, raised initial funding of $19,000 from our sole director, and
acquired a 10% interest in the Seaview Beach Shack, an eating establishment
located at Colva Beach, in Colva, Goa, India. We acquired the 10% interest in
order for our president to gain managerial and operational experience in
operating a beach front establishment in India. We subsequently sold our
interest in the Seaview Beach Shack on January 30, 2012. We will require
additional funding in order to pursue our business objectives and there is no
guarantee that we will be successful in this regard.
Our business strategy is to operate beach shacks on the beaches on Goa, India.
Beach shacks are like restaurants and are a part of the food and beverage sector
of the tourism industry. These shacks predominately cater to tourists to the
State of Goa, India. We will initially apply for permission from the Tourism
Department, Government of State of Goa, to erect and operate a temporary shack
at Velludo beach in Benaulim, South Goa. Licenses for beach shacks are only
issued on a temporary basis for the tourist season that runs from November to
April each year. Our ability to construct an operating beach shack is dependent
upon us obtaining a permit to do so. Such permits are granted on a lottery basis
with preference given to operators with experience in the sector. As well, even
if we are successful in obtaining a permit, we are required to reapply for
permits in each subsequent year on the same basis. We will only be able to
operate a beach shack in Goa if we are successful in obtaining a permit to do so
and are successful in renewing the permit annually.
We will need to complete our offering in order to construct a beach shack if we
are successful in obtaining a permit, as well as to cover legal and audit costs
relating to our reporting obligations as a public company of about $17,000,
marketing costs of $2,000, office and administrative costs of about $590.
Our business plan anticipates that if we receive permission to erect and operate
one beach shack in 2012, our sales will begin in November 2012, the start of the
tourist season in Goa. We intend to operate the beach shack through a wholly
owned subsidiary company that we would incorporate in India following the
effectiveness of this registration statement. As a holding company of a foreign
enterprise rather than a United States incorporated company that conducts
business in India, we will be dependent on our operating subsidiary for any cash
flow.
20
If we do not receive a permit to operate a beach shack, we will have to delay
the commencement of our business operations until November 2013 and will use
cash on hand and funds from this offering for the costs related to our reporting
obligations. We will then apply for another beach shack permit prior to October
2013. There is also no guarantee that we will be successful with that permit
application. We were unsuccessful in our application for such a permit in 2011
because we were not selected in the lottery process.
Our office is located at the premises of our President, Maria Fernandes, who
provides such space to us on a rent-free basis at H 16/B, Adsulim, Benaulim,
Goa, India. Ms. Fernandes, who operates a guest house (bed and breakfast), has
developed experience in tourism business and maintaining relationship with
visitors from different parts of the world and speaking different languages. Ms
Fernandes' sister operates a beach shack in south Goa and Ms. Fernandes has
assisted her sister with business operation of the shack, including obtaining a
license, overseeing construction of the shack, purchasing food and liquor and
cooking.
Currently, our President devotes approximately five hours a week to the Company.
She indicates that she is willing to spend more time with the business as it
grows and her services are needed. We anticipate that she will eventually be
required to spend about 60 hours a week on matters relating to our business.
We will require the funds from this offering in order to fully implement our
business plan as discussed in the "Plan of Operation" section of this
prospectus. We have been issued a "substantial doubt" going concern opinion from
our auditors and our major asset is our cash balance of $3,536 at February 29,
2012, which was generated from the issuance of shares to our sole officer and
director, less cost incurred to date.
We plan to have trilingual servers (in English, Konkani (the native language of
Goans) and Hindi) and hopefully find one server who can speak Russian.
We have not conducted any market research into the likelihood of success of our
operations or the acceptance of our products or services by the public. We are
relying on the experience of our President, Ms. Maria Fernandes, who will be
initially devoting approximately five hours a week of her time to our
operations. Once we begin operations, and are able to attract clients to use our
services, Ms. Fernandes has agreed to commit more time as required.
ACQUISITION OF INTEREST IN SEAVIEW BEACH SHACK AND SUBSEQUENT DISPOSITION
On December 1, 2010, we entered into an Asset Purchase Agreement with Agnelo
Fernandes whereby we acquired an undivided 10% interest in all the assets,
licenses, and permits necessary for the operation of a beach front restaurant,
known as the Seaview Beach Shack, located at Colva Beach, Colva, Goa, India. Mr.
Fernandes is the brother-in-law of our president, Maria Fernandes. In order to
acquire the interest in the Seaview Beach Shack, we paid the sum of 20,000
rupees (approximately $446) to Mr. Fernandez.
Our president, Maria Fernandez, participated in the management of the Seaview
Beach Shack from December 2010 to April 2011 and from October 2011 to January
2012. We sold our interest in the Seaview Beach Shack back to Mr. Fernandes for
20,000 rupees on January 30, 2012.
OVERVIEW OF GOA
Goa receives over 2.5 million tourists every year from all parts of the world,
including many residents from the northern hemisphere during the winter months.
Although Goa is a melting pot of eastern and western cultures, it was a
Portuguese colony for over four centuries and the Portuguese rule left its
imprint everywhere. There still is a Mediterranean atmosphere in the towns with
their red-tiled roofs, narrow streets and fishing villages surrounded by coconut
groves.
Goa's natural boundaries, the Arabian Sea and the mountains, historically have
sheltered it from much of India's inland turmoil, while its strategic location
on the newly discovered trade route to the East accounted for its population
growth. Located between the hills of the Western Ghats on the East, Arabian Sea
to the West, Maharashtra's coastline to the North, and Karnataka's coastline to
the South, this tiny territory covers 1,350 square miles with a population of
1.5 million.
VELLUDO BEACH
Goa's beaches are strung along its 60-mile coastline, which borders the Arabian
Sea. We have chosen to apply for a permit to construct a beach shack at Velludo
Beach in southern Goa because of its close proximity to our president's
residence and due to the fact that it is a smaller beach that is more likely to
be ignored by potential fellow permit applicants. The Department of Tourism
allows for up to four beach shacks to be constructed along Velludo Beach.
However, the Department only received applications and granted permits for two
shacks at that location for the 2009 to 2010 tourist season. Velludo Beach is
adjacent to the town of Benaulim, which is located on the west coast of India
about 450 kilometers south of Mumbai.
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BEACHES SHACKS OF GOA
Beach shacks are a unique aspect of Goa's tourism industry and have contributed
to make Goa a tourist destination. The origin of Goa's shacks dated back to the
1960's when hippies visited this coastal land of India. All beach shacks are
similar in appearance and construction. They are temporary huts that are usually
about 135 feet in length and 70 feet in width. They each have a kitchen, dining
and dance floor. In front of each shack, there is a dining area on the beach
that is sheltered from the sun by umbrellas. As well, each shack is permitted to
have up to ten pairs of deck-beds with ten accompanying umbrellas.
These beach shacks have evolved into a tourist zone of Goa. With the onset of
dawn, activities in these shacks began and last until the late night. Here, the
day starts with breakfast and ends with the dinner with sounds of Goan music and
the sea. Beach shacks, including the one we plan to operate, now provide a range
of services in terms of multi-cuisine food, snacks and drinks.
We plan to equip our beach shack with beach beds, beach chairs, beach umbrellas
and masseurs. Beach shacks generally start operations with the beginning of the
tourist season from November until April. The shack will have a panoramic view
of the sea and sand beaches of Goa.
The shacks can be distinguished from restaurants as follows.
* The location of shacks on the beach -- just above the high tide line
on public space.
* The temporary nature of shacks, which are on the beach only during the
tourist season from November to April and cater mainly to tourist.
* The structure of shacks, which have a rustic appearance. They are
built of organic material such as wood, bamboo and matted leaves
* Shacks serve food and drinks on the beach itself.
* Shacks relieve tourists from the heat and the sun as they are the only
structures on the beach.
* The food served in the shacks is said to be inexpensive and fresh. The
food is priced more competitively in shacks as they have less overhead
than restaurants and hotels.
* Being adaptable, shacks are quick to change in response to changes in
demand.. This adaptability may be attributed to the type of ownership
and having close kin among the staff.
The domestic tourists and the international tourists experience the beach
differently. For the domestic tourists, the beach, the water and the popularity
of the place, are of greater relative importance, while for the international
tourists, being on the beach and feeling the water, the sand and sun are what
the experience is about. Hence, the international tourists spend far more time
on the beach and at beach shacks as compared to the domestic tourists.
BEACH SHACK APPLICATION AND LICENSE
Beach shacks in India need to be licensed as the beach is a public area. The
government, through the Department of Tourism, grants a temporary license to
allow shack owners to set up beach shacks in the tourist season. It is typical
for companies that intend to apply for a license to meet with a government
representative from the Department of Tourism in order to make the company known
to the Department and to express its intent to apply for a license. Our
president, Maria Fernandes, has met with the Department in order to discuss the
company's intent to file an application for a license and to express that we
have gained experience participation in the operation of a beach shack at Colva
Beach.
Prior to the beginning of October 2010, we had planned to apply for a beach
shack permit in the Velludo beach area and meet with government officials
responsible for the issuance of permits. Permits for up to four beach shacks are
issuable in this area. We are not aware of the number of applications that may
be submitted for these permits. However, the Department only received
applications and granted permits for two shacks at that location for the 2009 to
2010 tourist season. We now plan to apply for permit in October 2012.
The application process entails completing and submitting an application form to
the Department of Tourism and paying an accompanying fee of approximately $45.
We must also pay a permission fee of about $445 for seasonal beach shack
operation. Both of these fees are non-refundable.
The deadline for the application process is October 1, 2012. The review and
approval of a beach shack permit takes approximately one month. It is not known
what the exact date of the permit lottery will be. Upon approval and issuance of
a permit, we must construct a beach shack comprised of eco-friendly materials
within 15 days. Upon commencement of construction, the Department of Tourism
will coordinate the acquisition of all necessary permits for operation from
other governmental departments. All the costs associated with these additional
permits and licenses are included in the permission fee.
22
The High Court in Goa has directed the state government to allot licenses in an
impartial manner. In response, the state government has started allotting
licenses on the basis of a lottery system. If there are more applicants than the
number of beach shacks permitted, the recipients of permits are chosen by
drawing lots with 90% allocated to applicants with prior beach shack operating
experience and 10% allocated to applicants with no prior experience. If more
applications for beach shack permits are submitted than there are available
permits, we would be considered an applicant with experience and our chance of
receiving a permit would be greater than those applicants without any experience
since we would be part of the 90% allocation.
The closer a shack is to the hotel, the more is its business potential. The
location allotted to the shacks is also determined by lots. It is the location
factor that has resulted in shacks getting clustered more at the beach access
points and close to hotels. We have chosen the Velludo beach area for our permit
application since it has historically received less applications for permits
than the number of permits available. Although it is not close to any large
hotels, there is still enough beach traffic to justify operations.
If we are unsuccessful in securing permission from Department of Tourism in
2012, we will continue our reduced operations and apply again in 2013. If this
occurs, we will use cash on hand and proceeds of this offering in order to
comply with our obligations as a reporting company, which are estimated to be
$17,000 for a 12-month period. We do not anticipate any additional material
expenses between November 2011 and November 2012 if we do not commence business
operations. If this delay occurs, we will require additional funds to cover
further reporting company expenses in the following 12-month period. We
anticipate that such funds will be raised through the sale of our equity,
although we do not have any arrangements in this regard.
EXISTING GOVERNMENT REGULATIONS
Besides the permitting requirements discussed above, we will require a liquor
license from the local Excise Department, approval from the Health Department
for health and safety matters, approval from the Directorate of the Food and
Drug Administration, approval and connection from the Electricity Department,
approval from the Directorate of Fire Services, approval from the Department of
Commercial Taxes and from the Police Department. All these approvals are
coordinated with the Tourism Department. The Department of Tourism will
coordinate the acquisition of all necessary permits for operation from other
governmental departments. All the costs associated with these additional permits
and licenses are included in the permission fee of approximately $445.
We cannot apply for these licenses unless and until we are granted a permit to
operate a beach shack at Velludo Beach. We anticipate that the Department of
Tourism will obtain all necessary licenses on our behalf within a period of one
week from the date that we finish construction of our beach shack.
CULTURE AND CUISINE OF GOA
A meeting of cultures produced the modern-day Goan cuisine. Alongside tandoori,
rice and dal, Goan restaurants offer chourisso (pickled pig's liver cooked in
vinegar with tamarind) and vindalho (spicy pork). Chilies and cashew nuts were
introduced by the Portuguese, and plantains were brought from Africa. Goans use
many coconut sauces.
Goan folklore consists of folk songs, dances, music, visual arts and folktales.
Many old-time taverns in Panaji have background music, traditional or otherwise.
Much Goan music is derived from Portuguese love songs, but many musicians have
also taken to hard rock and many work the nightclub circuit of India's big
cities.
LANGUAGES OF GOA
Goa is a multilingual state thanks to its history, which has seen people of
various regions, ethnic races and religions from India and abroad settling in
Goa and influencing the local language. Konkani is the native language of Goans,
while Marathi also is widely spoken.
In major towns, English is widely used in writing and conversation. Portuguese,
the language of the colonial rulers and the official language of Goa until 1961,
failed to make a permanent dent in Goan language use. Only a small percentage of
the older generation still speaks Portuguese.
BRIEF HISTORY OF GOA
Over the centuries, various dynasties have ruled Goa: Rashtrakutas, Kadambas,
Silaharas, Chalukyas, Bahamani Muslims and, most famously, the Portuguese. Hindu
and Catholic communities make up almost the entire population with minority
representation of Muslims and other religions.
After more than four centuries of Portuguese rule, Goa was liberated by the
Indian Army on December 19, 1961 and became a union territory. On May 30, 1987,
Goa was conferred statehood and became the 25th state of the Indian Republic.
23
OUR PRINCIPAL PRODUCTS AND SERVICES
APPLICATION FOR BEACH SHACK IN 2012
We intend to apply and then operate a beach shack on the beaches on Goa, India
in 2012. We originally intended to apply for a beach shack operating permit in
2010, but instead decided to purchase a minority interest in an existing beach
shack for the 2011-2012 tourist season in order to allow our president to gain
more experience in operating and managing a beach shack. Our application for a
permit in 2011 was unsuccessful because we were not chosen for a permit for a
beach shack through the lottery process. A beach shack is like a temporary
restaurant and we intend to serve food and beverages during the tourist season
We also plan to form relationships with tour operators and we will refer our
clients to their services for commission from the operator. We have not taken
any steps and do not have any agreements in place with any tour operators,
nearby lodging businesses or taxi companies. As well, there is no guarantee that
we will be able to form such relationships with these entities. If we are
successful in arranging commission relationships of this sort, we estimate that
we would pay 5% in commission to these third parties for each referral. Our
president, who owns a bed and breakfast near to Velludo Beach will refer her
clients to our beach shack without any sort of commission arrangement.
We intend to expand our operations as our personnel and finances allow in order
tooperate multiple beach shacks on the various beaches of Goa over time.
However, there is no guarantee that we will be successful in obtaining the
necessary permits to commence operations or expanding operations.
MARKETING STRATEGY
Our strategy is as follows:
* We intend to advertise at nearby hotels and resorts. We intend to pay
commission to the hotels and resorts;
* We also will form alliances with tour operators and taxis who will
drop off their customers to our shack;
* Our staff will approach tourists to patronize our shack. This is
predominating manner for all shacks.
* We hope to attract repeat customers in the following tourist seasons.
COMPETITION AND COMPETITIVE STRATEGY
We expect to face significant competition from other beach shacks in the
vicinity. Most returning tourists return to the shacks with which they have
become familiar. All permits to operate a shack are for one season and therefore
there may be new operators and these will have to build a clientele. Goa
receives a large number of tourists during the season and most shacks operate at
capacity. We also intend to develop strategic alliances with smaller hotels and
resorts that do not have their own shacks.
We cannot guarantee that we will be able to secure a license to operate beach
shacks and if granted we cannot guarantee that we will be able to compete
effectively because we have not yet begun operations. We do not have a
competitive position relative to these other companies. Once we launch
operations, we hope to compete on the basis of price, quality and personalized
service. We intend to offer a wider variety of menu items compared to nearby
beach shacks. We intend to capitalize on our president's knowledge of British,
American and Russian tastes and cultures by providing menu items and service
quality that such guests will expect. We intend to provide these items based on
recipes that our president's sister uses in the operation of her beach shack in
a different area of Goa.
We also intend to have more employees than other beach shacks in order to
provide more personalized service, including beach attendants and masseurs.
Thus, we will be marketing our food products and services to tourists that are
not particularly price sensitive. However, we will still take steps to ensure
that our pricing is somewhat competitive. We intend to compete on price for
common menu items that we share with nearby competitors. While our profit
margins will be smaller on these items, we intend to compensate for this by
having larger margins on items that are unique to our beach shack.
Our operations and our ability to generate revenues will be harmed if we are
unable to establish a reputation as a provider of quality services.
Currently, our competitive position within the industry is negligible in light
of the fact that we have not started our operations.
SUBSIDIARIES
Since we are proposing to do business in India, we intend to operate our
business in India through an Indian incorporated subsidiary. Our president has
made arrangements to acquire a shell incorporated company immediately after the
24
effectiveness of the registration statement, of which this prospectus is a part.
The approximate cost of a subsidiary company is $2,300.
SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES
Although we currently have no customers, we believe that with our President's
industry experience and connections will enable us to develop the various
aspects of the business. Ms. Fernandes has experience with the travel industry
and also experience in arranging promotion and marketing packages.
We believe there are no constraints on the sources or availability of products
and supplies related to the development of our constructing and operating a
beach shack.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
Although we currently have no customers, we believe that, because of the
potentially broad base of customers for our services, we will not rely on one or
few major customers.
PATENT, TRADEMARK, LICENSE & FRANCHISE RESTRICTIONS AND CONTRACTUAL OBLIGATIONS
& CONCESSIONS
There are no inherent factors or circumstances associated with this industry, or
any of the products or services that we expect to be providing that would give
rise to any patent, trademark or license infringements or violations. We have
not entered into any franchise agreements or other contracts that have given, or
could give rise to obligations or concessions.
We do not own, either legally or beneficially, any patents or trademarks, nor do
we intend to apply for any in the near future.
GOVERNMENTAL AND INDUSTRY REGULATIONS
We will be subject to federal and state laws and regulations that relate
directly or indirectly to our operations including federal securities laws. We
will also be subject to common business and tax rules and regulations pertaining
to the operation of our business.
RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS
We have not spent any funds on research and development activities to date.
COMPLIANCE WITH ENVIRONMENTAL LAWS
Our operations are not subject to any environmental laws.
FACILITIES
We do not own or rent facilities of any kind. We plan to conduct our operations
from the office of our President who provides this space to us free of charge.
EMPLOYEES
We have commenced only limited operations, and therefore currently have no
employees other than our sole officer and director, who spends approximately
five hours a week on our business. Upon operating our own beach shack
independently, our President will devote 60 hours per week and we will retain
approximately seven seasonally employed, full-time servers, cooks and cleaners.
REPORTS TO STOCKHOLDERS
We are not currently a reporting company, but upon effectiveness of the
registration statement, of which this prospectus forms a part, we will be
required to file reports with the SEC pursuant to the Securities Exchange Act of
1934, as amended. These reports include annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K. You may obtain copies of
these reports from the SEC's Public Reference Room at 100 F Street, NE.,
Washington, DC 20549, on official business days during the hours of 10 a.m. to 3
p.m. or on the SEC's website, at www.sec.gov. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
We will also make these reports available on our website if we decide to develop
a website.
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DESCRIPTION OF PROPERTY
We do not currently own any property. We are currently operating out of the
premises of our President, on a rent-free basis during our development stage. We
consider our current principal office space arrangement adequate. Upon receipt
of license to operate a beach shack, we will build a temporary shack which is
mantled when season is over (April 15).
LEGAL MATTERS
We know of no existing or pending legal proceedings against us, nor are we
involved as a plaintiff in any proceeding or pending litigation. There are no
proceedings in which any of our director, officer or any of their respective
affiliates, or any beneficial stockholder, is an adverse party or has a material
interest adverse to our interest. Our address for service of process in Nevada
is 1802 North Carson Street, Suite 108, Carson City, Nevada 89701.
MANAGEMENT
Our sole executive officer and director and her age as of the date of this
prospectus is as follows:
Name Age Position
---- --- --------
Maria Fernandes 44 President, Secretary/Treasurer, Chief Executive
Officer and sole member of the Board of Directors.
The person named above has held her offices/positions since the inception of our
company and is expected to hold her offices/positions until the next annual
meeting of our stockholders.
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business experience
of our sole executive officer and director:
Maria Fernandes has been our President, Secretary, Treasurer and a member of the
Board of Directors since our inception on May 19, 2010. From 2004 to present,
Ms. Fernandes has been owner and manager of a private guest house (bed and
breakfast), Fanria Guesthouse, which has two suites and five rooms. Ms Fernandes
provides travel services, airport connections, room services and meals. Being an
operating company, Ms. Fernandes has maintained up to date knowledge of
regulations and relationships with government officials. From December 2010 to
April 2011 and from October 2011 to January 2012, Ms. Fernandes acted as a
part-time management trainee at the Seaview Beach Shack in Colva, India.
Ms. Fernandes reads and speaks English, Hindi and Konkani fluently. Management
believes that Ms. Fernandes's understanding of the English language, and her
familiarity with British, American, Russian and Indian culture, will enable her
to deal with a myriad of issues involving customer service.
Ms. Fernandes's schedule currently allows her to spend up to five hours a week
on the operations of our company. She indicates that she is willing to spend
more time with the business as it grows and her services are needed. We
anticipate that she will eventually be required to spend about 60 hours a week
on matters relating to our business during the tourist season. In such
circumstances, she will have her relatives assume responsibility for the
management of her private guest house during peak tourist season.
The specific experience, qualifications, attributes, and skills that led to the
conclusion that Ms. Fernandes serve as our director were: her business
experience in the tourism industry in the Goa region consisting of operating and
managing a private guest house and providing related services, as well as a
management trainee at the Seaview beach shack from November 2011 to January
2012; her ability to read and speak English, Hindi, and Konkani fluently; and
her knowledge of tourism business operations, regulations, and relationships
with government officials based on her prior business experience.
Ms. Fernandes is not an officer or director of any reporting company that files
annual, quarterly, or periodic reports with the United States Securities and
Exchange Commission.
During the past ten years, Ms Fernandes has not been the subject of the
following events:
1. Any bankruptcy petition filed by or against any business of which Ms
Fernandes 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.
26
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 Ms Fernandes'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.
BOARD COMPOSITION
Our Bylaws provide that the Board of Directors shall consist of at least one
member, and that our shareholders shall determine the number of directors from
time to time. Each director serves for a term that expires until the next annual
meeting of shareholders and until her successor shall have been elected and
qualified, or until her earlier resignation, removal from office, or death.
COMMITTEES OF THE BOARD OF DIRECTORS
We do not presently have a separately constituted audit committee, compensation
committee, nominating committee, executive committee or any other committees of
our Board of Directors. Nor do we have an audit committee "financial expert." As
such, our entire Board of Directors acts as our audit committee and handles
matters related to compensation and nominations of directors.
POTENTIAL CONFLICTS OF INTEREST
Since we do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our sole director, who is also our sole executive officer. Thus,
there is an inherent conflict of interest.
DIRECTOR INDEPENDENCE
As of the date of this Registration Statement filed on Form S-1, we have no
independent directors.
The Company has developed the following categorical standards for determining
the materiality of relationships that the Directors may have with the Company. A
Director shall not be deemed to have a material relationship with the Company
that impairs the Director's independence as a result of any of the following
relationships:
- the Director is an officer or other person holding a salaried position
of an entity (other than a principal, equity partner or member of such
entity) that provides professional services to the Company and the
amount of all payments from the Company to such entity during the most
recently completed fiscal year was less than two percent of such
entity's consolidated gross revenues;
- the Director is the beneficial owner of less than five percent of the
outstanding equity interests of an entity that does business with the
Company;
- the Director is an executive officer of a civic, charitable or
cultural institution that received less than the greater of $1 million
or two percent of its consolidated gross revenues, as such term is
construed by the New York Stock Exchange for purposes of Section
303A.02(b)(v) of the Corporate Governance Standards, from the Company
or any of its subsidiaries for each of the last three fiscal years;
- the Director is an officer of an entity that is indebted to the
Company, or to which the Company is indebted, and the total amount of
either the Company's or the business entity's indebtedness is less
than three percent of the total consolidated assets of such entity as
of the end of the previous fiscal year; and
- the Director obtained products or services from the Company on terms
generally available to customers of the Company for such products or
services. The Board retains the sole right to interpret and apply the
foregoing standards in determining the materiality of any
relationship.
The Board shall undertake an annual review of the independence of all
non-management Directors. To enable the Board to evaluate each non-management
Director, in advance of the meeting at which the review occurs, each
non-management Director shall provide the Board with full information regarding
the Director's business and other relationships with the Company, its affiliates
and senior management.
Directors must inform the Board whenever there are any material changes in their
circumstances or relationships that could affect their independence, including
all business relationships between a Director and the Company, its affiliates,
or members of senior management, whether or not such business relationships
would be deemed not to be material under any of the categorical standards set
forth above. Following the receipt of such information, the Board shall
re-evaluate the Director's independence.
27
SIGNIFICANT EMPLOYEES
We have no significant employees other than the sole executive officer described
above.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No director, person nominated to become a director, executive officer, promoter
or control person of our company has, during the last ten years: (i) been
convicted in or is currently subject to a pending a criminal proceeding
(excluding traffic violations and other minor offenses); (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to any federal or state securities or banking or commodities
laws including, without limitation, in any way limiting involvement in any
business activity, or finding any violation with respect to such law, nor (iii)
any bankruptcy petition been filed by or against the business of which such
person was an executive officer or a general partner, whether at the time of the
bankruptcy or for the two years prior thereto.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
We have not implemented a formal policy or procedure by which our stockholders
can communicate directly with our Board of Directors. Nevertheless, every effort
will be made to ensure that the views of stockholders are heard by the Board of
Directors, and that appropriate responses are provided to stockholders in a
timely manner. During the upcoming year, our Board will continue to monitor
whether it would be appropriate to adopt such a process.
EXECUTIVE COMPENSATION
Since our incorporation on May 19, 2010, we have not compensated and have no
arrangements to compensate our sole officer and director Ms. Fernandes for her
services to us as an officer. However, we anticipate that Ms. Fernandes will
receive compensation from the Company once cash flow that we generate from
operations significantly exceeds our total expenses. We expect that the
compensation that we will pay to Ms. Fernandes will not exceed $5,000 per month.
We have not granted any stock options to Ms. Fernandes; there are no stock
option, retirement, pension, or profit sharing plans for the benefit of Ms.
Fernandes; and, we have not entered into any employment or consulting agreements
with Ms. Fernandes. However, as sole officer and director of the company Ms.
Fernandes has the power to set her own compensation.
The following table sets forth the compensation paid by us for the period from
inception until the fiscal year ending May 31, 2011, and subsequent thereto, for
our sole officer and director. This information includes the dollar value of
base salaries, bonus awards and number of stock options granted, and certain
other compensation, if any. The compensation discussed addresses all
compensation awarded to, earned by, or paid to our named executive officers.
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Maria Fernandes 2012 Nil Nil Nil Nil Nil Nil Nil Nil
President, Chief 2011 Nil Nil Nil Nil Nil Nil Nil Nil
Executive Officer 2010 Nil Nil Nil Nil Nil Nil Nil Nil
and Director
OUTSTANDING EQUITY AWARDS AT 2010 FISCAL YEAR-END
We do not currently have a stock option plan nor any long-term incentive plans
that provide compensation intended to serve as an incentive for performance. No
individual grants of stock options or other equity incentive awards have been
made to our sole executive officer and director since our inception;
accordingly, none were outstanding at May 31, 2011.
28
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS
There are currently no employments or other contracts or arrangements with our
executive officer. There are no compensation plans or arrangements, including
payments to be made by us, with respect to our sole officer or director that
would result from the resignation, retirement or any other termination of such
person from us. There are no arrangements for our sole director or officer that
would result from a change-in-control.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.
COMPENSATION OF DIRECTORS
The sole member of our board of directors is not compensated for her services as
a director. The board has not implemented a plan to award options to any
directors. There are no contractual arrangements with any member of the board of
directors. We have no director's service contracts.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the transactions discussed below, none of the following parties has,
since the 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:
- The Officers and Directors;
- Any Person proposed as a nominee for election as a director;
- Any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to the outstanding
shares of common stock;
- Any relative or spouse of any of the foregoing persons who have the
same house as such person.
On May 19, 2010, we issued an aggregate of 3,800,000 shares of our common stock
to our sole officer and director, Maria Fernandes, for a purchase price of
$0.005 per share or for aggregate consideration of $19,000. The shares were
issued under Regulation S of the Securities Act of 1933.
During the fiscal year ended May 31, 2011, our president, Maria Fernandes,
advanced $446 to us as an unsecured, non-interest bearing loan with no fixed
terms of repayment. On January 30, 2012, we repaid this amount to her.
Ms. Fernandes currently manages her own private business, Fanria Guesthouse,
which owns and operates a guesthouse. Our business plan contemplates that we
will eventually enter into a management agreement with Ms. Fernandes whereby she
will provide management services to us in consideration of a monthly fee.
However, we do not anticipate entering into such an agreement with Ms. Fernandes
until our cash flow from operations justifies such an agreement. We expect that
the compensation that we will pay to Ms. Fernandes will not exceed $5,000 per
month.
We have not entered into any other transaction, nor are there any proposed
transactions, in which our sole director and executive officer, or any
significant stockholder, or any member of the immediate family of any of the
foregoing, had or is to have a direct or indirect material interest.
Our sole officer and director may be considered a promoter of the Company due to
her participation in and management of the business since our incorporation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On May 19, 2010, we issued an aggregate of 3,800,000 shares of our common stock
to our sole officer and director for aggregate consideration of $19,000.
The following table sets forth information regarding the beneficial ownership of
our common stock as of June 15, 2012 for our sole officer and director. There
is no other person or group of affiliated persons, known by us to beneficially
own more than 5% of our common stock.
We have determined beneficial ownership in accordance with the rules of the
Securities and Exchange Commission. These rules generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power or
investment power with respect to those securities. The person is also deemed to
be a beneficial owner of any security of which that person has a right to
acquire beneficial ownership within 60 days. Unless otherwise indicated, the
person identified in this table has sole voting and investment power with
29
respect to all shares shown as beneficially owned by her, subject to applicable
community property laws, and the address for each person listed in the table is
c/o Lisboa Leisure, Inc., H. No 16/B, Adsulim, Benaulim, Goa, India, 403716.
The percentage ownership information shown in the table below is calculated
based on 3,800,000 shares of our common stock issued and outstanding as of June
15, 2012. We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.
Percentage of Percentage of
Name and Address of No. of Common Stock No. of Common Stock Ownership Ownership
Beneficial Owner Before Offering After Offering Before Offering After Offering
---------------- --------------- -------------- --------------- --------------
Maria Fernandes 3,800,000 3,800,000 100% 70.4%
H 16/B, Adsulim,
Benaulim, Goa, India
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.
We do not have any issued and outstanding securities that are convertible into
common stock. Other than the shares covered by the registration statement of
which this prospectus is a part, we have not registered any shares for sale by
stockholders under the Securities Act.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to our directors, officers or persons
controlling us, we have been advised that it is the Securities and Exchange
Commission's opinion that such indemnification is against public policy as
expressed in such act and is, therefore, unenforceable.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations
should be read in conjunction with the financial statements and related notes
that appear elsewhere in this prospectus. This discussion contains
forward-looking statements and information relating to our business that reflect
our current views and assumptions with respect to future events and are subject
to risks and uncertainties, including the risks in the section entitled Risk
Factors beginning on page 5, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
These forward-looking statements speak only as of the date of this prospectus.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, or achievements. Except as required by applicable law, including the
securities laws of the United States, we expressly disclaim any obligation or
undertaking to disseminate any update or revisions of any of the forward-looking
statements to reflect any change in our expectations with regard thereto or to
conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with accounting principles generally accepted in the
United States.
OVERVIEW
We are a development stage company and have not commenced operations or
generated or realized any revenues.
Because we have not generated any revenues and no revenues are anticipated until
we implement our business plan, our auditors have issued a going concern
opinion. This means that our auditors believe there is substantial doubt that we
can continue as an on-going business for the next twelve months unless we obtain
additional capital.
We believe that we will be able to raise enough money through this offering to
begin operations but we cannot assure you that we will stay in business after
our operations have commenced. If we are unable to successfully negotiate
strategic alliances with purveyors of services to enable us to offer these
services to our clients, or if we are unable to attract enough clients to
utilize our services, we may quickly use up the proceeds from this offering and
will need to find alternative sources, like a second public offering, a private
30
placement of securities, or loans from our officer or others in order for us to
maintain our operations. At the present time, we have not made any arrangements
to raise additional cash, other than through this offering.
RESULTS OF OPERATIONS
FROM INCEPTION ON MAY 19, 2010 TO FEBRUARY 29, 2012
We have not generated any revenues since our inception on May 19, 2010. During
the period from inception to February 29, 2012, our operating expenses were
comprised of professional fees of $18,300 and general and administrative
expenses of $2,064. We currently anticipate that our legal and accounting fees
will increase over the next 12 months as a result of becoming a reporting
company with the SEC, and will be approximately $17,000. We have prepared an
internal business plan. We have not started our proposed business operations and
do not expect to do so until approximately 180 days after we have completed this
offering.
Since inception, we sold 3,800,000 shares of common stock to our sole officer
and director for $19,000.
ACTIVITIES TO DATE
A substantial portion of our activities to date has involved developing a
business plan. Our President has met government official regarding our
forthcoming application for operating a beach shack. Ms. Fernandes has spent
time at her sister's beach shack at Colva, Goa (Seaview Shack) and we purchased
a 10% interest in this beach shack on December 1, 2010 to gain knowledge of
regulations, shack construction, and operation of a beach shack. We subsequently
sold our interest in the Seaview Beach Shack on January 30, 2012.
PLAN OF OPERATION
We are a development stage company with limited operations, revenues, and
assets. We are in the process of establishing a beach shack business.
In October 2011, we applied for a permit to operate a beach shack during the
2011-2012 tourist season. However, we were not successful in the lottery
process. Accordingly, we intend to reapply for a permit in 2012 . Our president
and her sister, who operates a beach shack in a different region of Goa, have
designed the plans for construction of a beach shack in the event that we obtain
a construction permit in 2012. Our president and her sister have also made
arrangements for the construction of the beach shack through discussions with
potential contractors.
Immediately upon receiving a beach shack operating permit, our president will
begin retaining staff for the operation of the beach shack. Our president and
her sister will also make arrangements with food suppliers and begin purchasing
kitchen equipment, dishes and cutlery, service and decor items, tables, chairs,
deck chairs and umbrellas for the beach shack. If a permit is granted, we
anticipate that the beach shack will be operational by mid-November. The cost of
constructing the beach shack and obtaining all necessary items to operate the
beach shack will be approximately $9,000. Our president will also oversee a
marketing campaign which will consist of developing relationships with tour
operators, taxi companies and lodging businesses, as well as printing and
distributing colorful print brochures that will highlight our beach shack.
Assuming we are successful in obtaining a permit in 2012, we will operate the
beach shack from mid-November through mid-April. We anticipate that we would
commence generating revenue as soon as our beach shack opened for business in
mid-November. In mid-April, we will be required to dismantle the beach shack at
an approximate cost of $2,000. We intend to use the contractor that constructs
the beach shack to dismantle it. This process will be completed in several days.
Following April 2013, our president will research and review additional
potential beach shack sites in the Goa area in order to choose one or more
prospective beach shack sites for the 2013 to 2014 tourist season. Our ability
to expand will depend on the success of our first beach shack and our ability to
obtain permits and generate or raise funding for expansion. Due to these
potential impediments, there is no guarantee that we will be successful in
establishing and operating additional beach shacks.
We will review the proximity of potential locations to Ms. Fernandes' residence,
to hotels, to vehicles access (both two and four wheeler), water availability,
electricity connections and main gate to the beach. We will also access the
availability of building material and skilled labor, appliances and experienced
servers who speak at least English and Hindi. The cost of this research and
review will be negligible and will be largely borne by our president.
31
Our complete budget for the next stage of our business plan is as follows,
assuming that we are successful in obtaining a permit for operation of a beach
shack in 2012:
Net proceeds to us $32,000
Cash on hand $ 1,350
-------
TOTAL $33,350
=======
Legal Counsel and Auditor Fees for Public Company
Reporting Requirements $17,000
Estimated Remaining Offering Expenses 1,460
Shack application fees and construction 9,000
Incorporation of an Indian subsidiary 2,300
Brochures, Marketing and Promotion 2,000
Office Expenses 590
-------
TOTAL $33,350
=======
The legal counsel and auditor fees are based on our estimates for preparing
necessary filings with the Securities & Exchange Commission upon us becoming a
reporting issuer. This will include the filing of our annual report with audited
financial statements, quarter reports with unaudited interim financial
statements and any necessary current reports.
Our estimate of shack application fees and construction costs are based on the
permitting and licensing fees that we are required to pay, as well as the cost
of constructing a beach shack, including all of the equipment that we will need
to purchase in order to operate.
Brochures, marketing and promotion costs will consist of costs to design proper
brochures to market our beach shack, printing costs and mailing and distribution
costs.
Office and administration costs consist of office supply and stationery costs,
office equipment, filing fees and transfer agent charges.
As of the date of this registration statement, our current cash balance is
$1,350. We anticipate incurring quarterly cost of about $2,500 until our
offering is completed.
If we are unsuccessful in obtaining a permit for the 2012 to 2013 tourist
season, we will apply again in 2013. If this occurs, we will use cash on hand
and proceeds of this offering in order to comply with our obligations as a
reporting company, which are estimated to be $17,000 for a 12-month period. We
do not anticipate any additional material expenses between November 2011 and
November 2012. We will require additional funds to cover further reporting
company expenses in the following 12-month period. We anticipate that such funds
will be raised through the sale of our equity, although we do not have any
arrangements in this regard. Concurrently, we will assess other potential beach
shack sites where we have a better chance of obtaining a beach shack operating
permit.
Our revenue will be generated from fees paid by customers for services, as well
as commissions from the operators of various tour destinations for introducing
them to our customers. We do not currently have any arrangements in regard of
commissions and there is no guarantee that we will make such arrangements. Such
commissions will likely represent about 5% of our total revenue. Expansion costs
refer to expenses that we would incur by expanding our operations to include an
additional beach shack in the second year of operations. Our expansion plan may
include additional beach shacks in the Goa region if we are successful in
generating substantial profit from our first year of operations or if we are
able to raise additional funds. However, there is no guarantee that we will
either be successful in our operations or that we will be able to raise
additional funds. We do not have any arrangements in this regard.
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements.
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this prospectus, we have yet to generate any revenues from our
business operations.
32
The following table provides selected financial data about our company for the
period from the date of incorporation through February 29, 2012. For detailed
financial information, see the financial statements included in this prospectus.
Balance Sheet Data February 29, 2012
------------------ -----------------
(unaudited)
Cash $ 3,536
Total assets $ 3,536
Total liabilities $ 4,900
Shareholders' equity $(1,364)
Other than the shares offered by this prospectus, no other source of capital has
been has been identified or sought. If we experience a shortfall in operating
capital prior to funding from the proceeds of this offering, our director has
verbally agreed to advance the Company funds to complete the registration
process.
LIMITED OPERATING HISTORY AND NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in the development stage of our operations
and have not generated any revenues. We cannot assure you that we will be
successful in 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 cannot assure you 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.
GOING CONCERN CONSIDERATION
The report of our independent registered accounting firm raises concern about
our ability to continue as a going concern based on the absence of an
established source of revenue, recurring losses from operations, and our need
for additional financing in order to fund our operations in 2011 and 2012.
Please see footnote 2 to our financial statements for additional information.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have not had any changes in or disagreements with our accountants on
accounting and financial disclosure. PLS CPA, A Professional Corp., formerly
known as Chang G. Park, CPA, has served as our accounting firm since our
inception.
CORPORATE GOVERNANCE
We are not subject to the corporate governance rules of any securities exchange
or securities association, because our securities are not traded on any
exchange. We have no audit, nominating or compensation committees. As a small
business, we do not have the resources to engage additional individuals to
perform these functions. Our sole director performs these functions. When
seeking nominees to serve as director, our sole director will evaluate the
candidacy of an individual based on his or her educational attainments, his or
her relevant experience and professional stature. Our sole director also
performs the function of the audit committee by overseeing the quality and
integrity of the financial reporting practices of the Company.
ORGANIZATION WITHIN LAST FIVE YEARS
We were organized under the laws of the State of Nevada on May 19, 2010 to
engage in the operation of beach front eating establishments on the beaches on
Goa, India that are commonly referred to as "beach shacks". At that time we
appointed Maria Fernandes as sole director, President and Chief Executive
Officer. In connection with our organization, we have issued 3,800,000 shares of
common stock to Ms. Fernandes for cash proceeds of $19,000.
33
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
The Nevada General Corporation Law requires us to indemnify officers and
directors for any expenses incurred by any officer or director in connection
with any actions or proceedings, whether civil, criminal, administrative, or
investigative, brought against such officer or director because of his or her
status as an officer or director, to the extent that the director or officer has
been successful on the merits or otherwise in defense of the action or
proceeding. The Nevada General Corporation Law permits a corporation to
indemnify an officer or director, even in the absence of an agreement to do so,
for expenses incurred in connection with any action or proceeding if such
officer or director acted in good faith and in a manner in which he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and such indemnification is authorized by the stockholders, by a
quorum of disinterested directors, by independent legal counsel in a written
opinion authorized by a majority vote of a quorum of directors consisting of
disinterested directors, or by independent legal counsel in a written opinion if
a quorum of disinterested directors cannot be obtained.
The Nevada General Corporation Law prohibits indemnification of a director or
officer if a final adjudication establishes that the officer's or director's
acts or omissions involved intentional misconduct, fraud, or a knowing violation
of the law and were material to the cause of action. Despite the foregoing
limitations on indemnification, the Nevada General Corporation Law may permit an
officer or director to apply to the court for approval of indemnification even
if the officer or director is adjudged to have committed intentional misconduct,
fraud, or a knowing violation of the law.
The Nevada General Corporation Law also provides that indemnification of
directors is not permitted for the unlawful payment of distributions, except for
those directors registering their dissent to the payment of the distribution.
According to Article 11 of our Bylaws, we are authorized to indemnify our
directors to the fullest extent authorized under Nevada law subject to certain
specified limitations.
Insofar as indemnification for liabilities arising under the Securities Act may
be provided to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
WHERE YOU CAN GET MORE INFORMATION
We have filed with the SEC a Registration Statement on Form S-1 (including
exhibits) under the Securities Act with respect to the shares to be sold in this
Offering. This Prospectus, which forms part of the Registration Statement, does
not contain all the information set forth in the Registration Statement as some
portions have been omitted in accordance with the rules and regulations of the
SEC. For further information with respect to our Company and the Shares offered
in this Prospectus, reference is made to the Registration Statement, including
the exhibits filed thereto, and the financial statements and notes filed as a
part thereof. With respect to each such document filed with the SEC as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved. We are not currently subject
to the informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"). As a result of the offering of the Shares of our common stock,
we will become subject to the informational requirements of the Exchange Act,
and, in accordance therewith, we will file quarterly and annual reports and
other information with the SEC and send a copy of our annual report together
with audited consolidated financial statements to each of our shareholders. The
Registration Statement, such reports and other information may be inspected and
copied at the Public Reference Room of the SEC located at 100 F Street, N. E.,
Washington, D. C. 20549. Copies of such materials, including copies of all or
any portion of the Registration Statement, may be obtained from the Public
Reference Room of the SEC at prescribed rates. You may call the SEC at
1-800-SEC-0330 to obtain information on the operation of the Public Reference
Room. Such materials may also be accessed electronically by means of the SEC's
home page on the internet (http://www.sec.gov).
34
LISBOA LEISURE, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
MAY 31, 2011 and 2010
F-1
PLS CPA, A PROFESSIONAL CORPORATION
* 4725 MERCURY ST. #210 * * SAN DIEGO * * CALIFORNIA 9111 *
* TELEPHONE (858)722-5953 * * FAX (858) 761-0341 * * FAX (858) 433-2979
* E-MAIL changgpark@gmail.com *
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Lisboa Leisure, Inc.
We have audited the accompanying balance sheets of Lisboa Leisure, Inc. (A
Development Stage "Company") as of May 31, 2011 and 2010 and the related
statements of operations, changes in shareholders' equity and cash flows for the
years then ended May 31, 2011 and 2010, and for the period from May 19, 2010
(inception) to May 31, 2011. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 Lisboa Leisure, Inc. as of May
31, 2011 and 2010, and the result of its operations and its cash flows for the
years then ended and for the period from May 19, 2010 (inception) to May 31,
2011 in conformity with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 2 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ PLS CPA
--------------------------------
PLS CPA, A Professional Corp.
August 24, 2011
San Diego, CA. 92111
Registered with the Public Company Accounting Oversight Board
F-2
LISBOA LEISURE, INC.
(A Development Stage Company)
BALANCE SHEETS
--------------------------------------------------------------------------------
May 31, 2011 May 31, 2010
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 12,929 $ 18,993
Prepaid expense 210 --
-------- --------
Total current assets 13,139 18,993
LONG-TERM INVESTMENT
Investment in beach shack 446 --
-------- --------
Total assets $ 13,375 $ 18,993
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payables and accrued liabilities $ 400 $ 400
Advance from related party 446 --
-------- --------
Total current liabilities 846 400
-------- --------
Total liabilities 846 400
-------- --------
STOCKHOLDER'S EQUITY
Common stock: $0.001 par value, 75,000,000 authorized,
3,800,000 issued and outstanding 3,800 3,800
Additional paid-in capital 15,200 15,200
Deficit accumulated during the development stage (6,261) (407)
-------- --------
Total stockholder's equity 12,739 18,593
-------- --------
Total liabilities and stockholder's equity $ 13,585 $ 18,993
======== ========
(The accompanying notes are an integral part of these financial statements)
F-3
LISBOA LEISURE, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
Period From Period From
For the May 19, 2010 May 19, 2010
Year Ended (inception) to (inception) to
May 31, 2011 May 19, 2010 May 31, 2011
------------ ------------ ------------
EXPENSES:
General and administrative $ 954 $ 7 $ 961
Professional fees 4,900 400 5,300
---------- ---------- ----------
5,854 407 6,261
---------- ---------- ----------
Net loss $ (5,854) $ (407) $ (6,261)
========== ========== ==========
Net loss per share - basic and diluted $ (0.00) $ (0.00)
---------- ----------
Weighted average shares outstanding -
basic and diluted 3,800,000 3,800,000
---------- ----------
(The accompanying notes are an integral part of these financial statements)
F-4
LISBOA LEISURE, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
For the period May 19, 2010 (Inception) to May 31, 2011
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Stock Additional During the
------------------------ Paid-in Development
Number Par Value Capital Stage Total
--------- --------- --------- --------- ---------
Balance, May 19, 2010 (inception) -- $ -- $ -- $ -- $ --
Common stock issued for cash 3,800,000 3,800 15,200 -- 19,000
Net loss -- -- -- (407) (407)
--------- --------- --------- --------- ---------
Balance, May 31, 2010 3,800,000 $ 3,800 $ 15,200 $ (407) $ 18,593
Net loss -- -- -- (5,854) (5,854)
--------- --------- --------- --------- ---------
Balance, May 31, 2011 3,800,000 $ 3,800 $ 15,200 $ (6,261) $ 12,739
========= ========= ========= ========= =========
(The accompanying notes are an integral part of these financial statements)
F-5
LISBOA LEISURE, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
Period From Period From
For the May 19, 2010 May 19, 2010
Year Ended (inception) to (inception) to
May 31, 2011 May 19, 2010 May 31, 2011
------------ ------------ ------------
Cash flows from operating activities
Net loss $ (5,854) $ (407) $ (6,261)
Adjustment to reconcile net cash used
in operating activities
Change in operating assets and liabilities
Increase in prepaid expense (210) -- (210)
Increase in accounts payables and accrued liabilities -- 400 400
-------- -------- --------
Net cash used in operating activities (6,064) (7) (6,071)
-------- -------- --------
Cash flows from investing activities
Investment in beach shack, net (446) -- (446)
-------- -------- --------
Net cash used in investing activities (446) -- (446)
-------- -------- --------
Cash flows from financing activities
Proceeds from advance of related parties 446 -- 446
Proceeds from issuance of common stock -- 19,000 19,000
-------- -------- --------
Net cash provided by financing activities 446 19,000 19,446
-------- -------- --------
Increase (decrease) in cash (6,064) 18,993 12,929
Cash - beginning of period 18,993 -- --
-------- -------- --------
Cash - end of period $ 12,929 $ 18,993 $ 12,929
======== ======== ========
Supplemental cash flow disclosures
Cash paid For:
Interest $ -- $ -- $ --
======== ======== ========
Income tax $ -- $ -- $ --
======== ======== ========
(The accompanying notes are an integral part of these financial statements)
F-6
LISBOA LEISURE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2011 and 2010
--------------------------------------------------------------------------------
1. NATURE AND CONTINUANCE OF OPERATIONS
Lisboa Leisure. Inc. (the "Company") was incorporated in the state of Nevada on
May 19, 2010 ("Inception") and is in the development stage. The Company was
formed to become an operator of a beach shack in the State of Goa, India.
In accordance with Accounting Standards Codification ("ASC") 915, the Company is
considered to be in the development stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced operations.
2. GOING CONCERN
These 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 a loss since inception resulting in an accumulated deficit
of $6,261 as at May 31, 2011 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 obtaining 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 the private placement
of common stock.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 Company has elected a May 31, year end.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles 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 period. Actual results
could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material
assumptions or estimates other than the assumption that the Company is a going
concern.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and current liabilities approximate fair value due
to the short maturity of these instruments. These fair value estimates are
subjective in nature and involve uncertainties and matters of significant
judgment, and, therefore, cannot be determined with precision. Unless otherwise
noted, it is management's opinion the Company is not exposed to significant
interest, currency or credit risks arising from these financial instruments.
F-7
LISBOA LEISURE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2011 and 2010
--------------------------------------------------------------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FOREIGN CURRENCY TRANSLATION
The Company's functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
using the exchange rate prevailing at the balance sheet date. Non-monetary
assets and liabilities denominated in foreign currencies are translated at rates
of exchange in effect at the date of the transaction. Average monthly rates are
used to translate expenses. Revenue and expenses are translated at average rates
of exchange during the year. Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances are included
in the determination of net income (loss). The Company has not, to the date of
these financial statements, entered into derivative instruments to offset the
impact of foreign currency fluctuations.
INVESTMENT
In investments where the Company does not have significant influence in its
operations, the investment is recorded at cost. When there has been a loss of
value that is other than a temporary decline, the investment is written down to
recognize the loss.
REVENUE
The Company's revenues will be derived principally by operating a beach shack,
like a restaurant, to tourists in Goa, India. The Company has generated no
revenues to date. The Company recognizes revenue when it is realized or
realizable and earned less estimated future doubtful accounts. The Company
considers revenue realized or realizable and earned when it has persuasive
evidence of an arrangement that the services have been rendered to the customer,
the sales price is fixed or determinable, and collectability is reasonably
assured.
BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is computed by dividing net loss available to common
shareholders by the weighted average number of outstanding common shares during
the period. Diluted loss per share gives effect to all dilutive potential common
shares outstanding during the period including stock options and warrants using
the treasury method. Dilutive loss per share excludes all potential common
shares if their effect is anti-dilutive.
STOCK-BASED COMPENSATION
The Company records stock-based compensation is computed using the fair value
method of valuing stock options and other equity-based compensation issued. The
Company has not granted any stock options since its inception. Accordingly, no
stock-based compensation has been recorded.
INCOME TAXES
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.
At May 31, 2011 a full deferred tax asset valuation allowance has been provided
and no deferred tax asset benefit has been recorded.
F-8
LISBOA LEISURE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2011 and 2010
--------------------------------------------------------------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2010, the FASB issued Accounting Standards Update ("ASU") No.
2010-09, "Amendments to Certain Recognition and Disclosure Requirements" ("ASU
2010-09"), which is included in the FASB Accounting Standards Codification (the
"ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC filer is
required to evaluate subsequent events through the date that the financial
statements are issued. ASU 2010-09 is effective upon the issuance of the final
update and did not have a significant impact on the Company's financial
statements.
In June 2009, the FASB issued guidance now codified as ASC 105, "Generally
Accepted Accounting Principles" as the single source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with U.S. GAAP, aside from
those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is
intended to simplify user access to all authoritative U.S. GAAP by providing all
authoritative literature related to a particular topic in one place. The
adoption of ASC 105 did not have a material impact on the Company's financial
statements, but did eliminate all references to pre-codification standards.
In October 2009, the Financial Accounting Standards Board ("FASB") issued an
Accounting Standards Update ("ASU") to the Revenue Recognition -
Multiple-Deliverable Revenue Arrangements Topic of the FASB Accounting Standards
Codification ("ASC"). This ASU addresses the accounting for multiple-deliverable
arrangements to enable vendors to account for products or services
(deliverables) separately rather than as a combined unit. Specifically, this
guidance amends the criteria for separating consideration in
multiple-deliverable arrangements and establishes a selling price hierarchy for
determining the selling price of a deliverable based on: (a) vendor-specific
objective evidence; (b) third-party evidence; or (c) estimates. This guidance
also eliminates the residual method of allocation and requires that arrangement
consideration be allocated at the inception of the arrangement to all
deliverables using the relative selling price method. In addition, this guidance
significantly expands required disclosures related to a vendor's
multiple-deliverable revenue arrangements. This ASU is effective prospectively
for revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The adoption of this accounting standard
update has no impact on our statement of income or financial position.
In January 2010, the FASB issued an ASU to the Fair Value Measurement Topic of
the FASB ASC. This update requires additional disclosures within the
roll-forward activity for assets and liabilities measured at fair value on a
recurring basis, including transfers of assets and liabilities between Level 1
and Level 2 of the fair value hierarchy and the separate presentation of
purchases, sales, issuances and settlements of assets and liabilities within
Level 3 of the fair value hierarchy. In addition, this update requires enhanced
disclosures of the valuation techniques and inputs used in the fair value
measurements within Level 2 and Level 3. The new disclosures are effective for
interim and annual reporting periods beginning after December 15, 2009, except
for the disclosures about purchases, sales, issuances and settlements in the
roll forward of activity in Level 3 fair value measurements. Those disclosures
are effective for fiscal years beginning after December 15, 2010 and interim
periods within those fiscal years, with early adoption permitted. This ASU does
not have an impact on our results of operations or financial position.
In April 2010, the FASB issued an ASU to the Earnings per Share Topic of the
FASB ASC. This update clarified that a share-based payment award that contains a
non-forfeitable right to receive cash when dividends are paid to common
stockholders irrespective of whether that award ultimately vests or remains
unvested shall be considered a participating security. Accordingly, these awards
are to be included in the computation of basic EPS pursuant to the two-class
method. Prior-period EPS data shall be adjusted retrospectively, if material.
This accounting standard was effective for the fiscal years beginning after
December 15, 2008 and interim periods within those years. This ASU does not have
an impact on our results of operations or financial position.
F-9
LISBOA LEISURE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2011 and 2010
--------------------------------------------------------------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2011, the FASB issued an ASU to the Fair Value Measurement Topic of the
FASB ASC. This update was issued in order to achieve common fair value
measurement and disclosure requirements in U.S. GAAP and IFRSs (International
Financial Reporting Standards). The update clarifies that (i) the highest and
best use concept applies only to the fair value measurement of nonfinancial
assets, (ii) specific requirements pertain to measuring the fair value of
instruments classified in a reporting entity's shareholders' equity and, (iii) a
reporting entity should disclose quantitative information about unobservable
inputs used in a fair value measurement that is categorized within Level 3 of
the fair value hierarchy. The update changes requirements with regard to the
fair value of financial instruments that are managed within a portfolio and with
regard to the application of premiums or discounts in a fair value measurement.
In addition, the update increased disclosure requirements regarding Level 3 fair
value measurements to include the valuation processes used by the reporting
entity and the sensitivity of the fair value measurement to changes in
unobservable inputs and the interrelationships between the unobservable inputs,
if any. This amendment is effective during interim and annual periods beginning
after December 15, 2011. Early adoption is not permitted. We are currently
evaluating the potential impact of the disclosures.
The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.
3. INVESTMENT IN SEAVIEW BEACH SHACK
On December 1, 2010, we entered into an Asset Purchase Agreement with Agnelo
Fernandes whereby the Company acquired an undivided 10% interest in all the
assets, licenses, and permits necessary for the operation of a beach front
restaurant, known as the Seaview Beach Shack, located at Colva Beach, Colva,
Goa, India. Mr. Fernandes is the brother-in-law of the Company's president. In
order to acquire the interest in the Seaview Beach Shack, the Company paid the
sum of 20,000 rupees (approximately $446) to Mr. Fernandez.
Since the Company does have a significant influence in operations or management
of Seaview Beach Shack, the investment and any profit sharing is accounted using
the cost method of accounting.
4. CAPITAL STOCK
The total number of common shares authorized that may be issued by the Company
is 75,000,000 shares with a par value of $0.001 per share.
During the period ended May 31, 2010, the Company issued 3,800,000 shares of
common stock for total cash proceeds of $19,000 to the Company's sole director
and officer.
At May 31, 2011, there were no outstanding stock options or warrants.
5. RELATED PARTY ADVANCE PAYABLES
As at May 31, 2011 the Company received $446 from the Company's president. This
advance is unsecured and non-interest bearing.
F-10
LISBOA LEISURE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2011 and 2010
--------------------------------------------------------------------------------
6. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Ms. Maria
Fernandes, sole officer and director of the Company, will provide the Company
with use of office space and services free of charge. The Company's sole officer
and director is involved in other business activities and may in the future,
become involved in other business opportunities as they become available. Thus
she may face a conflict in selecting between the Company and her other business
interests. The Company has not formulated a policy for the resolution of such
conflicts.
Ms. Fernandes, sole officer and director of the Company, will not be paid for
any underwriting services that she performs on behalf of the Company with
respect to the Company's upcoming S-1 offering. She will also not receive any
interest on any funds that she advances to the Company for offering expenses
prior to the offering being closed which will be repaid from the proceeds of the
offering.
7. INCOME TAXES
As of May 31, 2011, the Company had net operating loss carry forwards of
approximately $6,261 that may be available to reduce future years' taxable
income through 2031. 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.
The components of the deferred tax asset, the statutory tax rate, the effective
tax rate and the elected amount of the valuation allowance are indicated below:
For the From May 19, 2010
Year Ended (Inception)
May 31, 2011 May 31, 2010
------------ ------------
Net operating loss $ 5,854 $ 407
Statutory tax rate 34% 34%
Refundable federal income tax attributable to current operations 1,990 138
Change in valuation allowance (1,990) (138)
------- -------
Net refundable amount $ -- $ --
======= =======
The cumulative tax effect at the expected rate of 34% of significant items
comprising the net deferred tax amount is:
May 31, 2011 May 31, 2010
------------ ------------
Deferred tax asset attributed to:
Net operating loss $ 2,128 $ 138
Less, valuation allowance (2,128) (138)
------- -------
Net deferred tax assets $ -- $ --
======= =======
The Company has provided a valuation allowance against its deferred tax assets
given that it is in the exploration stage and there is substantial uncertainty
as to the Company's ability to realize future tax benefits through utilization
of operating loss carry forwards.
8. SUBSEQUENT EVENTS
The Company has evaluated subsequent events from May 31, 2011 through August 25,
2011, the date whereupon the financial statements were available issued and has
determined that there are no items to disclose.
F-11
LISBOA LEISURE, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
FEBRUARY 29, 2012
F-12
LISBOA LEISURE, INC.
(A Development Stage Company)
BALANCE SHEETS
--------------------------------------------------------------------------------
February 29, May 31,
2012 2011
-------- --------
(unaudited)
ASSETS
Current assets
Cash $ 3,536 $ 12,929
Prepaid expense -- 210
-------- --------
Total current assets 3,536 13,139
Long-term Investment
Investment in beach shack -- 446
-------- --------
Total assets $ 3,536 $ 13,585
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current liabilities
Accounts payables and accrued liabilities $ 4,900 $ 400
Advance from related party -- 446
-------- --------
Total current liabilities 4,900 846
-------- --------
Total liabilities 4,900 846
-------- --------
STOCKHOLDER'S EQUITY (DEFICIT)
Common stock: $0.001 par value, 75,000,000 authorized,
3,800,000 issued and outstanding 3,800 3,800
Additional paid-in capital 15,200 15,200
Deficit accumulated during the development stage (20,364) (6,261)
-------- --------
Total stockholder's equity (deficit) (1,364) 12,739
-------- --------
Total liabilities and stockholder's equity (deficit) $ 3,536 $ 13,585
======== ========
(The accompanying notes are an integral part of these financial statements)
F-13
LISBOA LEISURE, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
--------------------------------------------------------------------------------
Period From
For the Three Months For the Nine Months May 19, 2010
Ended Ended (inception)
---------------------------- ---------------------------- to
February 29, February 28, February 29, February 28, February 29,
2012 2011 2012 2011 2012
---------- ---------- ---------- ---------- ----------
Expenses
General and administrative $ 855 $ 12 $ 1,103 $ 1,158 $ 2,064
Professional fees 4,500 -- 13,000 4,900 18,300
---------- ---------- ---------- ---------- ----------
Net loss $ (5,355) $ (12) $ (14,103) $ (6,058) $ (20,364)
========== ========== ========== ========== ==========
Net loss per share - basic and
diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
---------- ---------- ---------- ----------
Weighted average shares outstanding -
basic and diluted 3,800,000 3,800,000 3,800,000 3,800,000
---------- ---------- ---------- ----------
(The accompanying notes are an integral part of these financial statements)
F-14
LISBOA LEISURE, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
--------------------------------------------------------------------------------
Period From
For the Nine Months May 19, 2010
Ended (inception)
---------------------------- to
February 29, February 28, February 29,
2012 2011 2012
-------- -------- --------
Cash flows from operating activities
Net loss $(14,103) $ (6,058) $(20,364)
Adjustments to reconcile to net cash
used in operating activities:
Change in operating assets and liabilities
Increase in prepaid expenses 210 (132) --
Increase in accounts payables and accrued liabilities 4,500 -- 4,900
-------- -------- --------
Net cash used In operating activities (9,393) (6,190) (15,464)
-------- -------- --------
Cash flows from investing activities
Investment in beach shack, net 446 -- --
-------- -------- --------
Net cash used in investing activities 446 -- --
-------- -------- --------
Cash flows from financing activities
Proceeds from common stock issued for cash -- -- 19,000
Proceeds from advances related parties (446) -- --
-------- -------- --------
Net cash provided by financing activities (446) -- 19,000
-------- -------- --------
Net increase (decrease) in cash (9,393) (6,190) 3,536
Cash - beginning of period 12,929 18,993 --
-------- -------- --------
Cash - end of period $ 3,536 $ 12,803 $ 3,536
======== ======== ========
Supplemental cash flow information:
Cash paid for:
- Interest $ -- $ -- $ --
======== ======== ========
- Income tax $ -- $ -- $ --
======== ======== ========
(The accompanying notes are an integral part of these financial statements)
F-15
LISBOA LEISURE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2012
(Unaudited)
--------------------------------------------------------------------------------
1. NATURE AND CONTINUANCE OF OPERATIONS
Lisboa Leisure. Inc. (the "Company") was incorporated in the state of Nevada on
May 19, 2010 ("Inception") and is in the development stage. The Company was
formed to become an operator of a beach shack in the Goa, India.
In accordance with Accounting Standards Codification ("ASC") 915, the Company is
considered to be in the development stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced operations.
2. BASIS OF PRESENTATION
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim financial statements have been prepared in
accordance with United States generally accepted accounting principles for
interim financial information and are presented in US dollars. They may not
include all information and footnotes required by United States generally
accepted accounting principles for complete financial statements. However,
except as disclosed herein, there has been no material changes in the
information disclosed in the notes to the financial statements for the year
ended May 31, 2011 included in the Company's Registration Statement filed with
the Securities and Exchange Commission. The interim unaudited financial
statements should be read in conjunction with those financial statements
included in the Registration Statement. In the opinion of management, all
adjustments considered necessary for a fair presentation, consisting solely of
normal recurring adjustments, have been made. Operating results for the nine
months ended February 29, 2012 are not necessarily indicative of the results
that may be expected for the year ending May 31, 2012.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles 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 period. Actual results
could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material
assumptions or estimates other than the assumption that the Company is a going
concern.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and current liabilities approximate fair value due
to the short maturity of these instruments. These fair value estimates are
subjective in nature and involve uncertainties and matters of significant
judgment, and, therefore, cannot be determined with precision. Unless otherwise
noted, it is management's opinion the Company is not exposed to significant
interest, currency or credit risks arising from these financial instruments.
INVESTMENT
In investments where the Company does not have significant influence in its
operations, the investment is recorded at cost. When there has been a loss of
value that is other than a temporary decline, the investment is written down to
recognize the loss.
F-16
LISBOA LEISURE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2012
(Unaudited)
--------------------------------------------------------------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FOREIGN CURRENCY TRANSLATION
The Company's functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
using the exchange rate prevailing at the balance sheet date. Non-monetary
assets and liabilities denominated in foreign currencies are translated at rates
of exchange in effect at the date of the transaction. Average monthly rates are
used to translate expenses. Revenue and expenses are translated at average rates
of exchange during the year. Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances are included
in the determination of net income (loss). The Company has not, to the date of
these financial statements, entered into derivative instruments to offset the
impact of foreign currency fluctuations.
REVENUE
The Company's revenues will be derived principally by operating a beach shack,
like a restaurant, to tourists in Goa, India. The Company has generated no
revenues to date. The Company recognizes revenue when it is realized or
realizable and earned less estimated future doubtful accounts. The Company
considers revenue realized or realizable and earned when it has persuasive
evidence of an arrangement that the services have been rendered to the customer,
the sales price is fixed or determinable, and collectability is reasonably
assured.
BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is computed by dividing net loss available to common
shareholders by the weighted average number of outstanding common shares during
the period. Diluted loss per share gives effect to all dilutive potential common
shares outstanding during the period including stock options and warrants using
the treasury method. Dilutive loss per share excludes all potential common
shares if their effect is anti-dilutive.
STOCK-BASED COMPENSATION
The Company records stock-based compensation is computed using the fair value
method of valuing stock options and other equity-based compensation issued. The
Company has not granted any stock options since its inception. Accordingly, no
stock-based compensation has been recorded.
INCOME TAXES
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.
At February 29,, 2012 and May 31, 2011 a full deferred tax asset valuation
allowance has been provided and no deferred tax asset benefit has been recorded.
F-17
LISBOA LEISURE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2012
(Unaudited)
--------------------------------------------------------------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) No. 2011-04, "AMENDMENTS TO ACHIEVE COMMON FAIR VALUE
MEASUREMENT AND DISCLOSURE REQUIREMENTS IN U.S. GAAP AND INTERNATIONAL FINANCIAL
REPORTING STANDARDS (IFRS)." This pronouncement was issued to provide a
consistent definition of fair value and ensure that the fair value measurement
and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04
changes certain fair value measurement principles and enhances the disclosure
requirements particularly for level three fair value measurements. This
pronouncement is effective for reporting periods beginning on or after December
15, 2011. The Company does not expect the updated guidance to have a significant
impact on the financial position, results of operations or cash flows.
In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU No. 2011-05), PRESENTATION OF COMPREHENSIVE INCOME, an
amendment to ASC Topic 220, COMPREHENSIVE INCOME. Under this amendment, an
entity has the option to present the total of comprehensive income, the
components of net income, and the components of other comprehensive income
either in a single continuous statement of comprehensive income or in two
separate but consecutive statements. The new guidance eliminates the current
option to report other comprehensive income and its components in the statement
of changes in stockholders' equity. While the new guidance changes the
presentation of comprehensive income, there are no changes to the components
that are recognized in net income or other comprehensive income under current
accounting guidance. The guidance for public entities is effective for fiscal
years or interim periods beginning after December 15, 2011 with early adoption
permitted. The amendments in this update are to be applied retrospectively. The
Company does not expect the adoption of ASU 2011-05 to have a material effect on
the Company's financial statements.
In December 2011, FASB issued Accounting Standards Update No. 2011-12,
Comprehensive Income ("ASU 2011-12"). Deferral of the Effective Date for
Amendments to the Presentation of Reclassifications of Items Out of Accumulated
Other Comprehensive Income in Accounting Standards Update No. 2011-05. Among the
new provisions in ASU 2011-05 was a requirement for entities to present
reclassification adjustments out of accumulated other comprehensive income by
component in both the statement in which net income is presented and the
statement in which other comprehensive income is presented (for both interim and
annual financial statements); however this reclassification requirement is
indefinitely deferred by ASU 2011-12 and will be further deliberated by the FASB
at a future date.
JOBS Act Transition Accounting: pursuant to Section 107(b) of the JOBS Act, we
have elected to use the extended transition period for complying with new or
revised accounting standards for an "emerging growth company". This election
will permit us to delay the adoption of new or revised accounting standards that
will have difference effective dates for public and private companies until such
time as those standards apply to private companies. Consequently, our financial
statements may not be comparable to companies that comply with public company
effective dates.
The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.
F-18
LISBOA LEISURE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2012
(Unaudited)
--------------------------------------------------------------------------------
4. GOING CONCERN
These 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 a loss since inception resulting in an accumulated deficit
of $20,364 as at February 29, 2012 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 obtaining 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 the private placement
of common stock.
5. INVESTMENT IN SEAVIEW BEACH SHACK
On December 1, 2010, the Company entered into an Asset Purchase Agreement with
Agnelo Fernandes whereby the Company acquired an undivided 10% interest in all
the assets, licenses, and permits necessary for the operation of a beach front
restaurant, known as the Seaview Beach Shack ("Seaview"), located at Colva
Beach, Colva, Goa, India. Mr. Fernandes is the brother-in-law of the Company's
president. In order to acquire the interest in the Seaview Beach Shack, the
Company paid the sum of 20,000 rupees (approximately $446) to Mr. Fernandez.
Since the Company does not have a significant influence in operations or
management of Seaview Beach Shack, the investment and any profit sharing is
accounted using the cost method of accounting.
On January 30, 2012, the Company entered into an Asset Sale Agreement with
Agnelo Fernandes whereby the Company sold its undivided 10% interest in all the
assets, licenses, and permits necessary for the operation Seaview to Mr.
Fernandes. The Company received the sum of 20,000 rupees (US $446) from Mr.
Fernandes and our President was repaid advance given by her.
6. CAPITAL STOCK
The total number of common shares authorized that may be issued by the Company
is 75,000,000 shares with a par value of $0.001 per share.
During the period ended May 31, 2010, the Company issued 3,800,000 shares of
common stock for total cash proceeds of $19,000 to the Company's sole director
and officer.
At February 29, 2012, there were no outstanding stock options or warrants.
7. RELATED PARTY ADVANCE PAYABLES
On December 1, 2010, the Company received $446 from the Company's president.
This advance is unsecured and non-interest bearing. On January 30, 2012, the
Company repaid the Company's president from the sale back of the 10% interest in
Seaview beach shack.
F-19
LISBOA LEISURE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2012
(Unaudited)
--------------------------------------------------------------------------------
8. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Ms. Maria
Fernandes, sole officer and director of the Company, will provide the Company
with use of office space and services free of charge. The Company's sole officer
and director is involved in other business activities and may in the future,
become involved in other business opportunities as they become available. Thus
she may face a conflict in selecting between the Company and her other business
interests. The Company has not formulated a policy for the resolution of such
conflicts.
Ms. Fernandes, sole officer and director of the Company, will not be paid for
any underwriting services that she performs on behalf of the Company with
respect to the Company's upcoming S-1 offering. She will also not receive any
interest on any funds that she advances to the Company for offering expenses
prior to the offering being closed which will be repaid from the proceeds of the
offering.
9. SUBSEQUENT EVENTS
The Company has evaluated subsequent events from February 29, 2012 through May
10, 2012, the date whereupon the financial statements were available issued and
has determined that there are no other items to disclose.
F-20
UNTIL _________________, ALL DEALERS EFFECTING TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE YOU DIFFERENT
INFORMATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL NOR ARE THEY
SEEKING AN OFFER TO BUY THE SECURITIES REFERRED TO IN THIS PROSPECTUS IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. THE INFORMATION CONTAINED
IN THIS ARE CORRECT ONLY AS OF THE DATE SHOWN ON THE COVER PAGE OF THESE
DOCUMENTS, REGARDLESS OF THE TIME OF THE DELIVERY OF THESE DOCUMENTS OR ANY SALE
OF THE SECURITIES REFERRED TO IN THIS PROSPECTUS.
LISBOA LEISURE, INC.
1,600,000 SHARES OF COMMON STOCK
PROSPECTUS
JUNE 15, 2012
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered hereby, including those expenses
that we have incurred to date. All such expenses will be borne by the
registrant.
Securities and Exchange Commission registration fee $ 1
Transfer Agent Fees $ 1,000
Legal and accounting expenses $20,000
Edgar filing, printing and engraving fees $ 1,000
-------
Total $22,001
=======
All amounts other than the Commission's registration fee are estimates. All
expenses will be borne by the registrant.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and the Bylaws.
Under the Nevada Revised Statutes, director immunity from liability to a company
or its stockholders for monetary liabilities applies automatically unless it is
specifically limited by a company's Articles of Incorporation. Our Articles of
Incorporation do not specifically limit the directors' immunity. Excepted from
that immunity are: (a) a willful failure to deal fairly with us or our
stockholders in connection with a matter in which the director has a material
conflict of interest; (b) 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; (c) a transaction from
which the director derived an improper personal profit; and (d) willful
misconduct.
Our Bylaws provide that we will indemnify our directors 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 such indemnification: (a) is expressly required to be made by law,
(b) the proceeding was authorized by the board of directors, (c) is provided by
us, in our sole discretion, pursuant to the powers vested us under Nevada law,
or (d) is required to be made pursuant to our Bylaws.
Our Bylaws provide that we will advance 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 or she is or was our director or officer, or is or
was serving at the request of us 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 therefore, all
expenses incurred by any director or officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under our Bylaws or otherwise.
Our Bylaws provide that no advance shall be made by us to our officers except by
reason of the fact that such officer is or was our director in which event this
paragraph shall not apply, in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, if a determination is reasonably and
promptly made: (a) by the Board 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.
II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
We have sold securities within the past three years without registering the
securities under the Securities Act of 1933 on one occasion:
On May 19, 2010, the Company issued a total of 3,800,000 shares of common stock
to Ms. Maria Fernandes for cash at $0.005 per share for a total of $19,000. This
sale was completed pursuant to Regulation S of the Securities Act.
REGULATION S COMPLIANCE
For the above offering, we relied upon the following facts to make the
Regulation S exemption available:
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates, nor any person on behalf
of any of the foregoing, made any 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;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, 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 Act;
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 Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; 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 Act, or pursuant to an available exemption from
registration; provided, however, that if any law of any Canadian province
prevents us from refusing to register securities transfers, other reasonable
procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBITS
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
5.1 Legal opinion of Stepp Law Corporation
10.1 Asset Purchase Agreement**
10.2 Asset Sale Agreement***
23.1 Consent of PLS CPA, A Professional Corp.
99.1 Subscription Agreement***
----------
* filed as an exhibit to our registration statement on Form S-1 filed July
27, 2010
** filed as an exhibit to our registration statement on Form S-1filed
September 27, 2011
*** filed as an exhibit to our registration statement on Form S-1 filed
February 15, 2012
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ITEM 17. UNDERTAKINGS
The undersigned registrant undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and
(iii) To include material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will 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 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the Registration Statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in the Registration Statement or prospectus that is part of the Registration
Statement or made in a document incorporated or deemed incorporated by reference
into the Registration Statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
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6. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Benaulim, State of Goa,
India on June 15, 2012.
LISBOA LEISURE, INC.
By: /s/ Maria Fernandes
---------------------------------------------
Maria Fernandes
President, Treasurer, Secretary and 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 indicated.
NAME TITLE DATE
---- ----- ----
/s/ Maria Fernandes Principal Executive Officer, June 15, 2012
--------------------------- Principal Financial Officer,
Maria Fernandes Principal Accounting Officer,
Secretary, Treasurer and Director
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