As filed with the Securities and Exchange Commission on October 1, 2012
Registration No. 333-182714
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pladeo Corp.
(Name of small business issuer in its charter)
Nevada 7371 EIN 98-1039235
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
Circuito Porta Vicenza 3108
Fracc. Porta Fontana
Leon, Mexico
37134
+52 1 477 266 0071
pladeo.corp@gmail.com
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Business Filings Incorporation
8040 Excelsior Dr. Suite 200 Medicon WI 53717
Tel: 1-800-981-7183
(Address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Carrillo Huettel, LLP
3033 Fifth Avenue, Suite 400
San Diego, CA 92103
Tel. (619) 546-6154 Direct
Tel. (619) 546-6100 Main
Fax. (619) 546-6060 Fax
(Name of small business issuer in its charter)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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, please 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 registration statement 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 registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount of Shares to Offering Price Aggregate Amount of
To be Registered be Registered Per Share(1) Offering Price Registration Fee
-----------------------------------------------------------------------------------------------------
Common Stock 10,000,000 $0.01 $100,000 $11.46
======================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) and (o) of 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.
================================================================================
PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD 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.
PLADEO CORP.
10,000,000 SHARES OF COMMON STOCK
This is the initial offering of common stock of Pladeo Corp. and no public
market currently exists for the securities being offered. We are offering for
sale a total of 10,000,000 shares of common stock at a fixed price of $ 0.01 per
share. There is no minimum number of shares that must be sold by us for the
offering to proceed, and we will retain the proceeds from the sale of any of the
offered shares. The offering is being conducted on a self-underwritten, best
efforts basis, which means our President, Lisbeth Guerrero, will attempt to sell
the shares. This Prospectus will permit our President to sell the shares
directly to the public, with no commission or other remuneration payable to her
for any shares she may sell. Mrs. Guerrero will sell the shares and intends to
offer them to friends, family members and business acquaintances. 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 and
Exchange Act of 1934.
Offering Price Proceeds to Company
Per Share Commissions Before Expenses
--------- ----------- ---------------
Common Stock $0.01 Not Applicable $100,000
Total $0.01 Not Applicable $100,000
Pladeo Corp. is a development stage company and currently has no operations. Any
investment in the shares offered herein involves a high degree of risk. You
should only purchase shares if you can afford a loss of your investment. Our
independent registered public accountant has issued an audit opinion for Pladeo
Corp. which includes a statement expressing substantial doubt as to our ability
to continue as a going concern.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. We do not yet have a market maker who
has agreed to file such application. There can be no assurance that our common
stock will ever be quoted on a stock exchange or a quotation service or that any
market for our stock will develop.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.
SECURITIES COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED 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 OF SALE
IS NOT PERMITTED.
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
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 to maintain
our status as an emerging growth company and take advantage of the JOBS Act
provisions.
SUBJECT TO COMPLETION, DATED OCTOBER ___, 2012
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
RISK FACTORS 4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 7
USE OF PROCEEDS 7
DETERMINATION OF OFFERING PRICE 8
DILUTION 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 9
DESCRIPTION OF BUSINESS 12
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 14
EXECUTIVE COMPENSATION 15
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 16
PLAN OF DISTRIBUTION 17
DESCRIPTION OF SECURITIES 18
DISCLOSURE OF COMMISSION POSITION INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES 18
LEGAL MATTERS 19
INTERESTS OF NAMED EXPERTS AND COUNSEL 19
EXPERTS 19
AVAILABLE INFORMATION 19
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 19
INDEX TO THE FINANCIAL STATEMENTS F-1
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
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PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "PLADEO CORP." REFERS TO PLADEO CORP. THE FOLLOWING SUMMARY IS NOT
COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO
YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION
TO PURCHASE OUR COMMON STOCK.
PLADEO CORP.
We are a development stage company in the business of developing online chat
system over the Internet that offers a real-time direct transmission of
messages. Our System is a small web-based application that can be installed and
executed within a web page by an end user. We will offer this system to
everybody to use free off charge. To generate revenue we will include some fee
based services.
Being a development stage company, we have no revenues and have limited
operating history. Pladeo Corp. was incorporated in Nevada on February 2, 2012.
To date we have prepared a business plan, registered a website domain
(http://pladeo.com),. Our principal executive office is located at Circuito
Porta Vicenza 3108, Fracc. Porta Fontana, Leon, Mexico, 37134. Our phone number
is +52 1 477 266 0071.
THE OFFERING
The Issuer: PLADEO CORP.
Securities Being Offered: 10,000,000 shares of common stock
Price Per Share: $0.01
Duration of the Offering: The offering shall terminate on the earlier of:
(i) the date when the sale of all 10,000,000
common shares is completed; (ii) one year from the
date of this prospectus; or (iii) prior to one
year at the sole determination of the board of
directors..
Net Proceeds $100,000
Securities Issued and
Outstanding: There are 8,000,000 shares of common stock issued
and outstanding as of the date of this prospectus,
held solely by our President, Secretary, Lisbeth
Guerrero
Registration Costs We estimate our total offering registration costs
to be approximately $10,000
Risk Factors See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
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SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from our audited financial
statements for the period from February 2, 2012 to July 31, 2012.
FINANCIAL SUMMARY
July 31, 2012 ($)
-----------------
Cash and Deposits 2,055
Total Assets 2,055
Total Liabilities 471
Total Stockholder's Equity 1,584
STATEMENT OF OPERATIONS
Accumulated From
February 2, 2012 to
July 31, 2012 ($)
-----------------
Total Expenses 6,371
Net Loss for the Period 6,371
Net Loss per Share 0
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, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.
RISKS ASSOCIATED TO OUR BUSINESS
WE ARE A DEVELOPMENT STAGE COMPANY BUT HAVE NOT YET COMMENCED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We were incorporated on February 2, 2012 and to date have been involved
primarily in organizational activities. We have not yet commenced business
operations. Accordingly, we have no way to evaluate the likelihood that our
business will be successful. We have not earned any revenues as of the date of
this prospectus. We estimate "significant losses" to be up to $100,000 which is
our maximum offering. Our losses could be higher after the first twelve month
period. We recognize that if the effectiveness of our business plan is not
forthcoming, we will not be able to continue business operations. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.
WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR
BUSINESS PLAN.
Our current operating funds are less than necessary to complete our intended
operations. We will need the funds from this offering to commence activities
listed in our business plan. As of July 31, 2012, we had cash in the amount of
$2,055 and liabilities of $471. We currently do not have any operations and we
have no income.
WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO RAISE FINANCING FROM THIS OFFERING. AS A RESULT,
THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We have accrued net losses of $6,371 for the period from our inception on
February 2, 2012 to July 31, 2012, and have no revenues to date. Our future is
dependent upon our ability to obtain financing from this offering. Further, the
finances required to fully develop our plan cannot be predicted with any
certainty and may exceed any estimates we set forth. These factors raise
substantial doubt that we will be able to continue as a going concern. Thomas J
4
Harris, CPA , our independent registered public accountant, has expressed
substantial doubt about our ability to continue as a going concern. This opinion
could materially limit our ability to raise funds. If we fail to raise
sufficient capital when needed, we will not be able to complete our business
plan. As a result we may have to liquidate our business and you may lose your
investment.
WE MAY FACE DAMAGE TO OUR PROFESSIONAL REPUTATION IF OUR FUTURE CLIENTS ARE NOT
SATISFIED WITH OUR SERVICES. IN THIS CASE, IT IS UNLIKELY THAT WE WILL BE ABLE
TO OBTAIN FUTURE ENGAGEMENTS. IF WE ARE UNABLE TO OBTAIN ENGAGEMENTS, INVESTORS
ARE LIKELY TO LOSE THEIR ENTIRE INVESTMENT.
As an embeddable chat system/social network company, we depend and will continue
to depend to a large extent on referrals and new engagements from our former
customers as we will attempt to establish a reputation for professional service
company and integrity to attract and customers. As a result, if a customer is
not satisfied with our services, such lack of satisfaction may be more damaging
to our business than it may be to other businesses. Accordingly, no assurances
can be given that we will obtain customers in the foreseeable future.
IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY
WILL RESULT IN A CESSATION OF OPERATIONS.
We currently have no customers to purchase ours services. We have not identified
any customers and we cannot guarantee we ever will have any customers. Even if
we obtain customers, there is no guarantee that we will generate a profit. If we
cannot generate a profit, we will have to suspend or cease operations. You are
likely to lose your entire investment if we cannot sell any of our services at
prices which generate a profit.
OUR REPORTING OBLIGATIONS MAY BE SUSPENDED.
We currently have only one shareholder, and that, given the size of our proposed
offering, it appears likely that we will have fewer than 300 shareholders
following the completion of the offering. There is a possibility that our
reporting obligations may be suspended due to a limited number of shareholders,
as well as the resultant risks in that event.
WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE
WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS,
CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.
We operate in a highly competitive environment. Our competition includes small
and midsized companies, and many of them may sell the same services at
competitive prices. Highly competitive environment could materially adversely
affect our business, financial condition, results of operations, cash flows and
prospects.
BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE
FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR
OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION.
Your funds will not be placed in an escrow or trust account. Accordingly, if we
file for bankruptcy protection or a petition for involuntary bankruptcy is filed
by creditors against us, your funds will become part of the bankruptcy estate
and administered according to the bankruptcy laws. If a creditor sues us and
obtains a judgment against us, the creditor could garnish the bank account and
take possession of the subscriptions. As such, it is possible that a creditor
could attach your subscription which could preclude or delay the return of money
to you.
BECAUSE OUR CURRENT PRESIDENT AND EXECUTIVE OFFICER DEVOTE LIMITED AMOUNT OF
TIME TO THE COMPANY, SHE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT
AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Lisbeth Guerrero, our President, and the company's sole employee, currently
devotes approximately twenty hours per week providing management services to us.
While she presently possesses adequate time to attend to our interest, it is
5
possible that the demands on her from other obligations could increase, with the
result that she would no longer be able to devote sufficient time to the
management of our business. The loss of Mrs. Guerrero to our company could
negatively impact our business development.
OUR EXECUTIVE OFFICERS AND DIRECTOR DO NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING
A BEST-EFFORT OFFERING, OR MANAGING A PUBLIC COMPANY
Our executive officers and director do not have any experience conducting a
best-effort offering or managing a public company. Consequently, we may not be
able to raise any funds or run our public company successfully. If we are not
able to raise sufficient funds, we may not be able to fund our operations as
planned, and our business will suffer and your investment may be materially
adversely affected. Also, our executive's officers' and director's lack of
experience of managing a public company could cause you to lose some or all of
your investment.
THERE IS NO MINIMUM NUMBER OF SHARES THAT HAS TO BE SOLD IN ORDER FOR THE
OFFERING TO PROCEED
We do not have a minimum amount of funding set in order to proceed with the
offering. If not enough money is raised to begin operations, you might lose your
entire investment because we may not have enough funds to implement our business
plan.
THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $6,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the broker-dealer.
For transactions covered by the penny stock rules, a broker dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may make it difficult for you to resell any shares you may purchase, if at
all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
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 our shares
through our President, who will receive no commissions. She will offer the
shares to friends, family members, and business associates, however, there is no
guarantee that she will be able to sell any of the shares. Unless she is
successful in selling all of the shares and we receive the proceeds from this
offering, we may have to seek alternative financing to implement our business
plan. We do not have any plans where to seek this alternative financing at
present time.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any market or public stock exchange. There is presently
no demand for our common stock and no public market exists for the shares being
offered in this prospectus. We plan to contact a market maker immediately
following the completion of the offering and apply to have the shares quoted on
the Over-the-Counter Bulletin Board ("OTCBB"). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC or applicable regulatory authority.
Market makers are not permitted to begin quotation of a security whose issuer
does not meet this filing requirement. Securities already quoted on the OTCBB
that become delinquent in their required filings will be removed following a 30
to 60 day grace period if they do not make their required filing during that
time. We cannot guarantee that our application will be accepted or approved and
6
our stock listed and quoted for sale. As of the date of this filing, there have
been no discussions or understandings between us and anyone acting on our
behalf, with any market maker regarding participation in a future trading market
for our securities. If no market is ever developed for our common stock, it will
be difficult for you to sell any shares you purchase in this offering. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public trading market,
your common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to realize
any value from your investment.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the payment of the estimated $10,000 cost of this
registration statement to be paid from existing cash on hand. If necessary,
Lisbeth Guerrero, our Chairman, has verbally agreed to loan the company funds to
complete the registration process. We plan to contact a market maker immediately
following the close of the offering and apply to have the shares quoted on the
OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain
current in their filings with the SEC. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. If we are unable
to generate sufficient revenues to remain in compliance it may be difficult for
you to resell any shares you may purchase, if at all.
OUR REGULATORY REQUIREMENTS ARE MORE LIMITED THAN THOSE IMPOSED UPON FULLY
REPORTING COMPANIES.
On the effective date of our registration statement, we will be subject to the
reporting requirements of Section 15(d) of the Exchange Act and will not have a
class of securities registered under Section 12 of that act. The regulatory
requirements imposed on Section 15(d) registrants are more limited than those
imposed upon fully reporting companies and as a result investors may not get the
full disclosure to fully evaluate the investment risks.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The following table sets forth the uses of proceeds assuming the
sale of 25%, 50%, 70% and 100%, respectively, of the securities offered for sale
by the Company. There is no assurance that we will raise the full $100,000 as
anticipated.
$25,000 $50,000 $75,000 $100,000
------- ------- ------- --------
Legal and professional fees $10,000 $10,000 $10,000 $10,000
Establish office $ 1,250 $ 4,000 $ 6,000 $ 9,000
Developing website $ 1,250 $ 4,000 $ 6,000 $ 9,000
Salaries $ 3,000 $11,000 $16,000 $23,000
Advertising $ 4,000 $11,000 $18,000 $24,000
Developing/Testing system $ 5,500 $12,000 $19,000 $25,000
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The amounts actually spent by us for any specific purpose may vary and will
depend on a number of factors. Non-fixed cost, sales and marketing and general
and administrative costs may vary depending on the business progress and
development efforts, general business conditions and market reception to our
services. Accordingly, our management has broad discretion to allocate the net
proceeds to non-fixed costs.
An example of changes to this spending allocation for non-fixed costs include
management deciding to spend less of the allotment on product development and
more on sales and marketing. Such changes to spending may occur due to seasonal
variations in market demand for our products and services relative to when the
funds are received.
If necessary, Lisbeth Guerrero, our sole officer and director, has verbally
agreed to loan the company funds to complete the registration process but we
will require full funding to implement our complete business plan.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. It is
not based upon an independent assessment of the value of our shares and should
not be considered as such. 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 cash on hand and the amount
of money we would need to implement our business plan. Accordingly, the offering
price should not be considered an indication of the actual value of the
securities.
DILUTION
The price of the current offering is fixed at $0.01 per common share. This price
is significantly higher than the price paid by our sole director and officer for
common equity since the Company's inception on February 2, 2012. Lisbeth
Guerrero, our sole officer and director, paid $0.001 per share for the 8,000,000
common shares
Assuming completion of the offering, there will be up to 18,000,000 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.
Funding Level $100,000 $75,000 $50,000 $25,000
------------- -------- ------- ------- -------
Offering price $0.01 $0.01 $0.01 $0.01
Net tangible book
value per common
share before offering $0.001 $0.001 $0.001 $ .001
Increase per common
share attributable to
investors $0.0050 $0.0044 $0.0035 $0.0021
Pro forma net tangible
book value per common
share after offering $0.0060 $0.0054 $0.0045 $0.0031
Dilution to investors $0.0040 $0.0046 $0.0055 $0.0069
Dilution as a
percentage of
offering price 40% 46% 55% 69%
Based on 8,000,000 common shares outstanding as of July 31, 2012 and total
stockholder's equity of $1,584 utilizing audited July 31, 2012 financial
statements. Since inception, the officers, directors, promoters and affiliated
persons have paid an aggregate average price of $.001 per common share in
comparison to the offering price of $.01 per common share.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
You should read the following discussion and analysis of our financial condition
and results of operations together with our consolidated financial statements
and the related notes and other financial information included elsewhere in this
prospectus. Some of the information contained in this discussion and analysis or
set forth elsewhere in this prospectus, including information with respect to
our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. You should
review the "Risk Factors" section of this prospectus for a discussion of
important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis.
PLAN OF OPERATION
To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
run our operations but we cannot guarantee this. If we are unable to
successfully find customers we may quickly use up the proceeds from this
offering and will need to find alternative sources. At the present time, we have
not made any arrangements to raise additional cash, other than through this
offering.
We are planning to develop an online chat system and offer this system to
everybody to use free off charge. To generate revenue we will include some fee
based services. We want to make such system available for any website on the
web, not only for mex.tl users. Following the effectiveness of this registration
statement we will concentrate our effort on raising funds. In addition, we will
also proceed with our business plan below based on the availability of funds.
The milestones of our business plan are outlined below. Times are approximate
and are based on funds availability.
Upon completion of our public offering, our specific goal is to profitably sell
our product. Our plan of operations, assuming we raise $25,000 is as follows:
ESTABLISHING THE OFFICE
Time frame -1st month
Estimated Cost: $1,250: notebook - $650, furniture - $600
DEVELOP OUR WEBSITE
Time frame -2nd-4th month
Estimated Cost: $1,250
Hire an independent contractor to develop our website. Cost of web site
developing $1100. Twelve month hosting with registration of our domain costs
$150. Our web domain name is www.pladeo.com.
HIRING/DEVELOPING/TESTING CHAT SYSTEM
Time frame -5th - 8th month
Estimated Cost: $8,500: Hiring - $3,000, Developing - $3,500, Testing - $2,000
ONLINE ADVERTISING
Time frame - 9th-12th month
Estimated Cost: $4,000
a) Online Advertising: Google AdSense $1,500, Link Exchange - $1000, Facebook
-$500
b) Hire an independent contractor for online marketing ($500 monthly)
Total: $15,000
To implement our plan of operations ($15,000) and pay ongoing legal fees
associated with this offering ($10,000), the total expendire is: $25,000 for the
next twelve months (assuming we raise $25,000). After twelve months period we
may need additional financing. We do not currently have any arrangements for
additional financing.
9
COMPLETE OUR PUBLIC OFFERING
We expect to complete our public offering within 180 days after the
effectiveness of our registration statement by the Securities and Exchange
Commissions. We intend to concentrate our efforts on raising capital during this
period. Our operations will be limited due to the limited amount of funds on
hand.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
LIMITED OPERATING HISTORY
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.
RESULTS OF OPERATIONS
FROM INCEPTION ON FEBRUARY 2, 2012 TO JULY 31, 2012
During the period we incorporated the company, prepared a business plan,
registered a website domain (http://pladeo.com), and executed an Agreement under
which, Pladeo Corp will develop and provide chat system to Mex.tl and in
exchange we will integrate our chat system in their website and will be able to
advertise.
We have accrued net losses of $6,371 for the period from our inception on
February 2, 2012 to July 31, 2012, and have no revenues to date. Our future is
dependent upon our ability to obtain financing from this offering. We have
generated no revenue since inception due to the fact that we are a development
stage company and have not yet sold any advertising or any of our fee based
services.
Since inception, we have sold 8,000,000 shares of common stock to our sole
officer and director for net proceeds of $8,000.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 2012, we had cash in the amount of $2,055 and liabilities of
$741. We currently do not have any operations and we have no income.
Since inception, we have sold 8,000,000 shares of common stock in one offer and
sale, which was to our sole officer and director, at a price of $0.001 per
share, for aggregate proceeds of $8,000.
To meet a small part our need for cash we are attempting to raise money from
this offering. We cannot guarantee that we will be able to sell all the shares
required. If we are successful, any money raised will be applied to the items
set forth in the Use of Proceeds section of this prospectus. We will attempt to
raise the necessary funds to proceed with all phases of our plan of operation.
The sources of funding we may consider to fund this work include a public
offering, a private placement of our securities or loans from our director or
others.
We are highly dependent upon the success of the private offerings of equity or
debt securities, as described herein. Therefore, the failure thereof would
result in the need to seek capital from other resources such as taking loans,
which would likely not even be possible for the Company. However, if such
financing were available, because we are a development stage company with no
operations to date, we would likely have to pay additional costs associated with
high risk loans and be subject to an above market interest rate. At such time
these funds are required, management would evaluate the terms of such debt
financing. If the Company cannot raise additional proceeds via a private
10
placement of its equity or debt securities, or secure a loan, the Company would
be required to cease business operations. As a result, investors would lose all
of their investment.
Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. The amount of the offering will likely allow us
to operate for at least one year and have the capital resources required to
cover the material costs with becoming a publicly reporting. The company
anticipates over the next 12 months the cost of being a reporting public company
will be approximately $10,000.
Our currently available and contractually committed capital resources are not
sufficient to fund planned operations for that 12-month period. We will require
additional $16,945 to fund planned operations in the amount of $25,000. With
current funding only we will likely be able to continue operations for
approximately three months.
Should the Company fail to sell less than all its shares under this offering the
Company would be forced to scale back or abort completely the implementation of
its 12-month plan of operation.
SIGNIFICANT ACCOUNTING POLICIES
Our financial statements have been prepared in accordance with generally
accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgment. The financial
statements have, in our opinion, been properly prepared within reasonable limits
of materiality and within the framework of the significant accounting policies
summarized below:
BASIS OF PRESENTATION
The Company reports revenues and expenses use the accrual method of accounting
for financial and tax reporting purposes. The accounting and reporting policies
of the Company conform to U.S. generally accepted accounting principles (US
GAAP) applicable to development stage companies
USE OF ESTIMATES
Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.
INCOME TAXES
The Company accounts for income taxes under ASC 740 "INCOME TAXES" which
codified SFAS 109, "ACCOUNTING FOR INCOME TAXES" and FIN 48 "ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO. 109."Under
the asset and liability method of ASC 740, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
11
years in which those temporary differences are expected to be recovered or
settled. Under ASC 740, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period the enactment occurs.
A valuation allowance is provided for certain deferred tax assets if it is more
likely than not that the Company will not realize tax assets through future
operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Accounting Standards statements No. 107, "Disclosures About Fair Value
of Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash.
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.
DESCRIPTION OF BUSINESS
GENERAL
We are in the business of developing online chat system over the Internet that
offers a real-time direct transmission of messages. Our System is a
widget/embeddable code, which is a small application that can be installed and
executed within a web page by an end user. We will offer this system to
everybody to use free off charge. To generate revenue we will include some fee
based services. Many sites allow people to create their own websites in a fast
and easy way, without any prior coding or programming experience. We have
established a business relationship with creators of www.mex.tl website, which
is involved in providing domain registration, webhosting and website development
services in Mexico. Mex.tl became interested in our idea of creating a social
chat between users of the system. They have a feedback system for their users.
After they questioned their users regarding a chat system that can be easily
implemented in their websites - they got a high approval rating of the idea.
Clients who create websites through mex.tl want their visitors to be able to
chat on their websites. We plan to provide such system for mex.tl. and for users
of other websites on the web by making this chat system an embeddable
application/widget. "Embeddable" means that anyone can copy the code to their
website, and the chat will work on their website.
From analyzing what is available on the web we found a few chat systems. They
can be divided into 2 groups:
1) Chats that are offered as paid software. These systems usually charge
their clients monthly and offer different plans depending on features
and number of connections. These chats are typical for dating systems,
live customer support, etc.
2) Chats that are either paid or free and are offered as a
widget/embeddable code. These systems usually are simpler to use and
available to everyone. This is the type of system we will be
implementing.
TECHNOLOGY
Most other chat systems are based on browser plug-ins that may not be available
on all platforms (for example, flash is not available on i Phone), or have
stability issues (Apple CEO says new tablet computer doesn't support Flash
because Adobe's Web graphics program is unstable and bug prone. ) We believe
browser plug-ins are also reaching their end of life (Flash is discontinued on
mobile devices, Microsoft Silver-light is rumored to be discontinued after
version 5) and so will most likely not be continued in development. Since HTML
is a web standard, development will continue indefinitely. Other chat systems
that do use HTML, either use outdated technologies or have limited in
functionality. Our chat is based on standardized HTML and JavaScript, and so
will work on every browser and every device.
COMPETITION
Our competitors offer mostly different chat systems. These particular systems
are very popular and have its advantages and disadvantages. Advantages are: easy
to use, easy to customize, has large user base, many sites already use them.
Disadvantages: flash-based (old technology, slow and not useful for all mobile
12
platforms), old design, no video chat, small box (can not re-size it to your
preferable size). We feel that development stopped years ago, and they are not
upgrading/updating their code. Design of the web page also can be improved, so
we are introducing our chat system that we believe will have more advantages and
less disadvantages.
Our failure to attain and maintain a competitive position within the market
could have a material adverse effect on our business, financial condition and
results of operations. There can be no assurance that we will be able to compete
successfully against current and future competitors, and competitive pressures
faced by us may have a material adverse effect on our business, financial
condition and results of operations
MARKETING
We believe, that like other social networks, this system will grow by itself.
Online advertising will be done via: Google AdSense, websites, Facebook, and
LinkedIn.
EARNING PROFIT
As we reach a large user base we will include advertising into the chats. This
approach will work well on mex.tl. Just by including this system to mex.tl we
hope to obtain hundreds of thousands of users. Currently, their client data base
contains approximately 300,000 users. Further, the system should promote itself,
as all the websites that will use our chat system will advertise it on their
websites. We will include "Add this chat to your website" button on every
website. At first stage we will focus on getting more users. Once we reach over
a few millions of users we will offer paid services.
PAID SERVICES:
Pladeo is a social system, which means it relies not on one-time clients (like
shopping sites) but on permanent members/users that come to use our services
regularly. There are several methods that we will use to make money from users:
1) Contextual Advertising
2) Payments for Removal of Advertising
3) Payments for Upgrades
4) Business Services
5) Side Applications, such as online games
6) Mobile Apps
1) Contextual Advertising is a type of advertising that targets the users
depending on the subject of their chat/page/discussion. Such advertising has
proven to be very efficient by Google AdWords Program. For example if the chat
is about music, advertising should target music related services, if it is about
legal issues, advertising should offer legal services, etc. Pladeo will develop
its own advertising platform, as well as may use such programs as Google
AdSense.
2) Many users would not like to have advertising on their chats. We will allow
the users to remove advertising from their chats for an annual fee. This concept
works well with many free hosting systems.
3) We will have different packages:
free and paid. Paid packages that offer advanced features, such as video chats,
while label branding, enhanced templates, etc. Users will be charged a monthly
fee for advanced packages.
4) We will offer special packages for businesses. For example if a dating
website will want a customizable chat system for their website, we will provide
it.
5) Many social systems, such as Facebook, make money from online games that
are accessible through their website. We will offer such services as well.
6) We will offer paid free and paid mobile applications offered for iOS and
Android platforms.
13
AGREEMENT
We have executed an agreement with Infospace S. De R.L. De C.V under which,
Pladeo Corp will develop and provide chat system to Infospace and in exchange
for being allowed to advertise on their website. Infospace is the counterparty
to an agreement with the company, and that it operates the website Mex.tl. The
agreement can be terminated at any time by either party with 30 days' notice,
and that Infospace will pay Pladeo 50% of net revenues generated from the
website from advertising means selected by Infospace. This agreement is filed as
an exhibit to this registration statement.
OFFICE
Our business office is located at Circuito Porta Vicenza 3108, Fracc. Porta
Fontana, Leon, Mexico, 37134.
GOVERNMENT REGULATIONS:
We do not believe that government regulations will have a significant impact on
the way we do business.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The following table sets forth as of July 31, 2012, the names, positions and
ages of our current executive officers and directors
Name and Address of Executive
Officers and/or Director Age Position
------------------------- --- --------
Lisbeth Guerrero, 35 President, Executive Officer,
Circuito Porta Vicenza 3108, Treasurer, Secretary
Fracc. Porta Fontana
Leon, Mexico, 37134
The following is a brief description of the business experience of our executive
officers, director and significant employees:
For last five years Lisbeth Guerrero has been working as manager for Salimus
Corp - web developing company based in Mexico. She obtained an International
Business Degree from University of Leon.
Lisbeth Guerrero has acted as our President, Secretary, Treasurer and sole
Director since our incorporation on February 2, 2012. Our president will be
devoting approximately 50% of her business time to our operations. Once we
expand operations, and are able to attract more customers to purchase our
product, Lisbeth Guerrero has agreed to commit more time as required. Because
Lisbeth Guerrero will only be devoting limited time to our operations, our
operations may be sporadic and occur at times which are convenient to him. As a
result, operations may be periodically interrupted or suspended which could
result in a lack of revenues and a cessation of operations.
TERM OF OFFICE
Each of our directors is appointed to hold office until the next annual meeting
of our stockholders or until his respective successor is elected and qualified,
or until she resigns or is removed in accordance with the provisions of the
Nevada Revised Statues. Our officers are appointed by our Board of Directors and
hold office until removed by the Board or until their resignation.
14
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of one member, Lisbeth Guerrero,
who does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market. The NASDAQ independence
definition includes a series of objective tests, such as that the director is
not, and has not been for at least three years, one of our employees and that
neither the director, nor any of his family members has engaged in various types
of business dealings with us. In addition, our board of directors has not made a
subjective determination as to each director that no relationships exists which,
in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by the directors and us with regard to each
director's business and personal activities and relationships as they may relate
to us and our management.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has no committees. We do not have a standing nominating,
compensation or audit committee.
SIGNIFICANT EMPLOYEES
We have no employees other than our sole officer and director, Lisbeth Guerrero,
who devotes approximately twenty hours per week to company matters. After
receiving funding pursuant to our business plan Mrs. Guerrero intends to devote
as much time as the Board of Directors deems necessary to manage the affairs of
the company.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary and all other
executive officers (collectively, the "Named Executive Officers") from inception
on February 2, 2012 until July 31, 2012:
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Lisbeth February -0- -0- -0- -0- -0- -0- -0- -0-
Guerrero, 2, 2012
President, April
Treasurer 30, 2012
and Secretary
There are no current employment agreements between the company and its officers.
Mrs. Guerrero currently devotes approximately twenty hours per week to manage
the affairs of the Company. She has agreed to work with no remuneration until
such time as the company receives sufficient revenues necessary to provide
management salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our officer or
director or employees.
15
DIRECTOR COMPENSATION
The following table sets forth director compensation as of July 31, 2012:
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Lisbeth Guerrero -0- -0- -0- -0- -0- -0- -0-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Lisbeth Guerrero will not be paid for any underwriting services that she
performs on our behalf with respect to this offering.
Since our incorporation, we issued a total of 8,000,000 shares of restricted
common stock to Lisbeth Guerrero, our sole officer and director in consideration
of $8,000.
Mrs. Guerrero will not be repaid from the proceeds of this offering. There is no
due date for the repayment of the funds advanced by Mrs. Guerrero. Mrs. Guerrero
will be repaid from revenues of operations if and when we generate revenues to
pay the obligation. There is no assurance that we will ever generate revenues
from our operations. The obligation to Mrs. Guerrero does not bear interest.
There is no written agreement evidencing the advancement of funds by Mrs.
Guerrero or the repayment of the funds to Mrs. Guerrero. The entire transaction
was oral.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of July 31, 2012 by: (i) each
person (including any group)known to us to own more than five percent (5%) of
any class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Lisbeth Guerrero 8,000,000 shares 100%
Circuito Porta Vicenza 3108, of common stock
Fracc. Porta Fontana (direct)
Leon, Mexico, 37134
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise has or shares: (i) voting power, which includes the power to vote, or
to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such person (and
only such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does not
necessarily reflect the person's actual ownership or voting power with respect
to the number of shares of common stock actually outstanding on July 31, 2012.
As of July 31, 2012, there were 8,000,000 shares of our common stock issued and
outstanding.
16
PLAN OF DISTRIBUTION
Pladeo Corp. has 8,000,000 shares of common stock issued and outstanding as of
the date of this prospectus. The Company is registering an additional of
10,000,000 shares of its common stock for sale at the price of $0.01 per share.
There is no arrangement to address the possible effect of the offering on the
price of the stock.
Company Director. Mrs. Guerrero will deliver prospectuses to these individuals
and to others who she believes might have interest in purchasing part of this
offering. In order to buy shares you must complete and execute the subscription
agreement and return it to the Company Address: Circuito Porta Vicenza 3108,
Fracc. Porta Fontana, Leon, Mexico, 37134. We have 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 to the subscriber,
without interest or deductions. Subscriptions for securities will be accepted or
rejected within 48 hours after we receive them.
In connection with the Company's selling efforts in the offering, Lisbeth
Guerrero will not register as a broker-dealer pursuant to Section 15 of the
Exchange Act, but rather will rely upon the "safe harbor" provisions of SEC Rule
3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Generally speaking, Rule 3a4-1 provides an exemption from the
broker-dealer registration requirements of the Exchange Act for persons
associated with an issuer that participate in an offering of the issuer's
securities. Mrs. Guerrero is not subject to any statutory disqualification, as
that term is defined in Section 3(a)(39) of the Exchange Act. Mrs. Guerrero will
not be compensated in connection with his participation in the offering by the
payment of commissions or other remuneration based either directly or indirectly
on transactions in our securities.
Mrs. Guerrero is not, nor has she been within the past 12 months, a broker or
dealer, and she is not, nor has she been within the past 12 months, an
associated person of a broker or dealer. At the end of the offering, Mrs.
Guerrero will continue to primarily perform substantial duties for the Company
or on its behalf otherwise than in connection with transactions in securities.
Mrs. Guerrero will not participate in selling an offering of securities for any
issuer more than once every 12 months other than in reliance on Exchange Act
Rule 3a4-1(a)(4)(i) or (iii).
PLADEO CORP. will receive all proceeds from the sale of the 10,000,000 shares
being offered. The price per share is fixed at $0.01 for the duration of this
offering. Although our common stock is not listed on a public exchange or quoted
over-the-counter, we intend to seek to have our shares of common stock quoted on
the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin
Board, a market maker must file an application on our behalf in order to make a
market for our common stock. There can be no assurance that a market maker will
agree to file the necessary documents with FINRA, nor can there be any assurance
that such an application for quotation will be approved. However, sales by the
Company must be made at the fixed price of $0.01 until a market develops for the
stock.
The Company will not offer its shares for sale through underwriters, dealers,
agents or anyone who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Company and/or the purchasers of
the shares for whom they may act as agents. The shares of common stock sold by
the Company may be occasionally sold in one or more transactions; all shares
sold under this prospectus will be sold at a fixed price of $0.01 per share.
STATE SECURITIES - BLUE SKY LAWS
There is no established public market for our common stock, and there can be no
assurance that any market will develop in the foreseeable future. Transfer of
our common stock may also be restricted under the securities or securities
regulations laws promulgated by various states and foreign jurisdictions,
commonly referred to as "Blue Sky" laws. Absent compliance with such individual
state laws, our common stock may not be traded in such jurisdictions. Because
the securities registered hereunder have not been registered for resale under
the blue sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware that there may be significant state blue-sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities. Accordingly, investors may not be able to liquidate
their investments and should be prepared to hold the common stock for an
indefinite period of time.
17
In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Pladeo Corp. has complied.
In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. Our Articles of Incorporation do not authorized us to
issue and preferred stock. As of July 31, 2012, there were 8,000,000 shares of
our common stock issued and outstanding that was held by one registered
stockholder of record, and no shares of preferred stock issued and outstanding.
COMMON STOCK
The following is a summary of the material rights and restrictions associated
with our common stock.
The holders of our common stock currently have (i) equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which stock
holders may vote. All shares of common stock now outstanding are fully paid for
and non-assessable and all shares of common stock which are the subject of this
offering, when issued, will be fully paid for and non-assessable. Please refer
to the Company's Articles of Incorporation, Bylaws and the applicable statutes
of the State of Nevada for a more complete description of the rights and
liabilities of holders of the Company's securities.
ANTI-TAKEOVER LAW
Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the affect of delaying or preventing a change in our control.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation provide that we will indemnify an officer,
director, or former officer or director, to the full extent permitted by law. We
have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by one of our director, officers, or controlling persons in connection with the
securities being registered, we will, unless in the opinion of our legal counsel
the matter has been settled by controlling precedent, submit the question of
whether such indemnification is against public policy to a court of appropriate
jurisdiction. We will then be governed by the court's decision.
18
LEGAL MATTERS
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 our company or any of its parents or
subsidiaries. Nor was any such person connected with our company or any of its
parents or subsidiaries as a promoter, managing or principal underwriter, voting
trustee, director, officer, or employee.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No "expert" or "counsel" as defined by Item 509 of Regulation S-K promulgated
pursuant to the Securities Act, whose services were used in the preparation of
this Form S-1, was hired on a contingent basis or will receive a direct or
indirect interest in the Company, nor was any of them a promoter, underwriter,
voting trustee, director, officer or employee of the Company.
Both Legal Counsel and Experts have no interest in this registration statement
other than normal legal and accounting fees.
EXPERTS
Carrillo Huettel, LLP has rendered an opinion with respect to the validity of
the shares of common stock covered by this prospectus.
Thomas J Harris, CPA, our independent registered public accountant, has audited
our financial statements included in this prospectus and registration statement
to the extent and for the periods set forth in their audit report. Thomas J
Harris, CPA, has presented its report with respect to our audited financial
statements.
AVAILABLE INFORMATION
We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
You may read and copy any reports, statements or other information we file at
the SEC's public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You can request copies of these Thomas J Harris, CPA
documents, upon payment of a duplicating fee, by writing to the SEC. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. Our SEC filings are also available to the public through the SEC
Internet site at www.sec.gov.
FINANCIAL STATEMENTS
The financial statements of PLADEO CORP. for the period ended July 31, 2012, and
related notes, included in this prospectus have been audited by, and have been
so included in reliance upon the opinion of such accountants given upon their
authority as an expert in auditing and accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our independent registered
public accountant.
19
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JULY 31, 2012
F-1
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
JULY 31, 2012
Balance Sheet as of July 31, 2012 and April 30, 2012 F-3
Statement of Operations for the period three months ended July 31, 2012
and from February 2, 2012 (Date of Inception) to April 30, 2012 F-4
Statement of Cash Flows for the period three months ended July 31, 2012
and from February 2, 2012 (Date of Inception) to April 30, 2012 F-5
Notes to the Financial Statements F-6
F-2
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JULY 31, 2012
July 31, April 30,
2012 2012
-------- --------
Unaudited Audited
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,055 $ 8,055
-------- --------
TOTAL ASSETS $ 2,055 $ 8,055
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Accrued expenses $ 371 $ --
Loan from director 100 100
-------- --------
TOTAL LIABILITIES 471 100
-------- --------
STOCKHOLDERS' EQUITY
Common stock, par value $0.001; 75,000,000 shares authorized,
8,000,000 shares issued and outstanding 8,000 8,000
Additional paid in capital -- --
Deficit accumulated during the development stage (6,416) (45)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 1,584 7,955
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,055 $ 8,055
======== ========
See accompanying notes to financial statements.
F-3
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD THREE MONTHS ENDED JULY 31, 2012 AND
FROM FEBRUARY 2, 2012 (INCEPTION) TO JULY 31, 2012
For the Period For the Period From
Three Months February 2, 2012
Ended (Inception) to
July 31, July 31,
2012 2012
---------- ----------
REVENUES $ -- $ --
---------- ----------
OPERATING EXPENSES
Professional fees 6,371 6371
Bank fees -- 45
General and administrative expenses -- --
---------- ----------
TOTAL OPERATING EXPENSES 6,371 6,416
---------- ----------
ACCRUED EXPENSE (371) (371)
NET LOSS FROM OPERATIONS (6,000) (6,045)
PROVISION FOR INCOME TAXES -- --
---------- ----------
NET LOSS $ (6,371) $ (6,045)
========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 8,000,000 8,000,000
========== ==========
See accompanying notes to financial statements.
F-4
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD THREE MONTHS ENDED JULY 31, 2012 AND
FOR THE PERIOD FROM FEBRUARY 2, 2012 (INCEPTION) TO JULY 31, 2012
For the Period For the Period From
Three Months February 2, 2012
Ended (Inception) to
July 31, July 31,
2012 2012
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (6,000) $ (6,045)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Changes in assets and liabilities:
Increase (decrease) in accrued expenses 371 --
-------- --------
CASH FLOWS USED IN OPERATING ACTIVITIES (6,000) (6,045)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -- 8,000
Loans from Director -- 100
-------- --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES -- 8,100
-------- --------
NET INCREASE IN CASH (6,000) 2,055
Cash, beginning of period 8,055 --
-------- --------
CASH, END OF PERIOD $ 2,055 $ 2,055
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ --
======== ========
Income taxes paid $ -- $ --
======== ========
See accompanying notes to financial statements.
F-5
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2012
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Pladeo Corp. (the "Company" or "Pladeo") was incorporated under the laws of the
State of Nevada on February 2, 2012. We are in the business of developing online
chat systems for everybody to use free off charge. We want to make our system
available for all websites, not only for mex.tl users.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
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.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted April 30 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $2,055 of cash
as of July 31, 2012.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Use of Estimates
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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
F-6
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2012
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of April 30, 2012.
Going concern
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of July 31,
2012. The Company currently has limited working capital, and has not completed
its efforts to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time. Management anticipates that the
Company will be dependent, for the near future, on additional investment capital
to fund operating expenses The Company intends to position itself so that it may
be able to raise additional funds through the capital markets. In light of
management's efforts, there are no assurances that the Company will be
successful in this or any of its endeavors or become financially viable and
continue as a going concern.
Recent Accounting Pronouncements
Pladeo does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on the Company's results of operations, financial
position or cash flows.
NOTE 3 - LOAN FROM DIRECTOR
On February 2, 2012, a shareholder loaned $100 to the Company to open the bank
account. The loan is unsecured, non-interest bearing and due on demand.
The balance due to the director was $100 as of July 31, 2012.
NOTE 4 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On February 2, 2012, the Company issued 8,000,000 shares of common stock for
cash proceeds of $8,000 at $0.001 per share.
There were 8,000,000 shares of common stock issued and outstanding as of July
31, 2012.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
F-7
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2012
NOTE 5 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 6 - INCOME TAXES
As of July31, 2012, the Company had net operating loss carry forwards of
approximately $6,371 that may be available to reduce future years' taxable
income in varying amounts 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 provision for Federal income tax consists of the following:
July 31, 2012
-------------
Federal income tax benefit attributable to:
Current Operations $ 2,166
Less: valuation allowance (2,166)
-------
Net provision for Federal income taxes $ 0
=======
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
July 31, 2012
-------------
Deferred tax asset attributable to:
Net operating loss carryover $ 2,166
Less: valuation allowance (2,166)
-------
Net deferred tax asset $ 0
=======
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $6,371 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.
NOTE 8 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to July 31, 2012 and to September 23, 2012, the date these financial
statements were issued, and has determined that it does not have any material
subsequent events to disclose in these financial statements.
F-8
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
APRIL 30, 2012
Report of Independent Registered Public Accounting Firm F-10
Balance Sheet as of April 30, 2012 F-11
Statement of Operations for the period from February 2, 2012
(Date of Inception) to April 30, 2012 F-12
Statement of Stockholders' Equity as of April 30, 2012 F-13
Statement of Cash Flows for the period from February 2, 2012
(Date of Inception) to April 30, 2012 F-14
Notes to the Financial Statements F-15
F-9
THOMAS J. HARRIS
CERTIFIED PUBLIC ACCOUNTANT
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Pladeo Corp.
I have audited the accompanying balance sheets of Pladeo Corp.(A Development
Stage Company) as of April 30, 2012, and the related statements of operations,
stockholders' equity and cash flows for the period February 2, 2012 (inception)
to April 30, 2012. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Pladeo Corp.(A Development Stage
Company) as of April 30, 2012 and the results of its operations and cash flows
for the period then ended and February 2, 2012 (inception), to April 30, 2012 in
conformity with generally accepted accounting principles in the United States of
America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #7 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
#7 The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Thomas J. Harris
-------------------------------
Seattle, Washington
June 19, 2012
F-10
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF APRIL 30, 2012
April 30, 2012
--------------
ASSETS
Current Assets
Cash and cash equivalents $ 8,055
-------
Total Assets $ 8,055
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Loan from director $ 100
-------
Total Liabilities 100
-------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares
authorized, 8,000,000 shares issued and outstanding 8,000
Deficit accumulated during the development stage (45)
-------
Total Stockholders' Equity 7,955
-------
Total Liabilities and Stockholders' Equity $ 8,055
=======
See accompanying notes to financial statements.
F-11
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 2, 2012 (INCEPTION) TO APRIL 30, 2012
For the period from
February 2, 2012
(Inception) to
April 30, 2012
--------------
REVENUES $ 0
----------
OPERATING EXPENSES
Professional fees 0
Bank fees 45
General and administrative expenses 0
----------
TOTAL OPERATING EXPENSES 45
----------
NET LOSS FROM OPERATIONS (45)
PROVISION FOR INCOME TAXES 0
----------
NET LOSS $ (45)
==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 8,000,000
==========
See accompanying notes to financial statements.
F-12
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM FEBRUARY 2, 2012 (INCEPTION) TO APRIL 30, 2012
Deficit
Accumulated
Common Stock Additional during the Total
-------------------- Paid-in Development Stockholder's
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, February 2, 2012 -- $ -- $ -- $ -- $ --
Shares issued for cash at $0.001
per share 8,000,000 8,000 -- -- 8,000
Net loss for the year ended
April 30, 2012 -- -- -- (45) (45)
--------- ------- -------- -------- -------
Balance, April 30, 2012 8,000,000 $ 8,000 $ -- $ (45) $ 7,955
========= ======= ======== ======== =======
See accompanying notes to financial statements.
F-13
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 2, 2012 (INCEPTION) TO APRIL 30, 2012
For the period from
February 2, 2012
(Inception) to
April 30, 2012
--------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (45)
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (45)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 8,000
Loans from Director 100
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 8,100
--------
NET INCREASE IN CASH 8,055
Cash, beginning of period 0
--------
CASH, END OF PERIOD $ 8,055
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
========
Income taxes paid $ 0
========
See accompanying notes to financial statements.
F-14
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2012
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Pladeo Corp. (the "Company" or "Pladeo") was incorporated under the laws of the
State of Nevada on February 2, 2012. We are in the business of developing online
chat systems for everybody to use free off charge. We want to make our system
available for all websites, not only for mex.tl users.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
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 and on an April 30 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $8,055 of cash
as of April 30, 2012.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Use of Estimates
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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
F-15
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2012
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of April 30, 2012.
Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
Pladeo does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on the Company's results of operations, financial
position or cash flow.
NOTE 3 - LOAN FROM DIRECTOR
On April 2, 2012, a shareholder loaned $100 to the Company to open the bank
account. The loan is unsecured, non-interest bearing and due on demand.
The balance due to the director was $100 as of April 2, 2012.
NOTE 4 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On April 20, 2012, the Company issued 8,000,000 shares of common stock for cash
proceeds of $8,000 at $0.001 per share.
There were 8,000,000 shares of common stock issued and outstanding as of April
30, 2012.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
F-16
PLADEO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2012
NOTE 6 - INCOME TAXES
As of April 30, 2012, the Company had net operating loss carry forwards of
approximately $45 that may be available to reduce future years' taxable income
in varying amounts 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 provision for Federal income tax consists of the following:
April 30, 2012
--------------
Federal income tax benefit attributable to:
Current Operations $ 15.30
Less: valuation allowance (15.30)
-------
Net provision for Federal income taxes $ 0
=======
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
April 30, 2012
--------------
Deferred tax asset attributable to:
Net operating loss carryover $ 15.30
Less: valuation allowance (15.30)
-------
$ 0
Net deferred tax asset =======
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $45 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of April 30,
2012. The Company currently has limited working capital, and has not completed
its efforts to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 8 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to April 30, 2012 and to June 19, 2012, the date these financial
statements were issued, and has determined that it does not have any material
subsequent events to disclose in these financial statements.
F-17
[Back Page of Prospectus]
PROSPECTUS
10,000,000 SHARES OF COMMON STOCK
PLADEO CORP.
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL _____________ ___, 2012, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as
follows:
SEC Registration Fee $ 11.46
Printing Expenses $ 100.00
Accounting Fees and Expenses $ 1,100.00
Auditor Fees and Expenses $ 3,500.00
Legal Fees and Expenses $ 3,000.00
Transfer Agent Fees $ 2,300.00
----------
TOTAL $10,011.46
==========
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS According to your bylaws:
a) The Directors shall cause the Corporation to indemnify a Director or former
Director of the Corporation and the Directors may cause the Corporation to
indemnify a director or former director of a corporation of which the
Corporation is or was a shareholder and the heirs and personal representatives
of any such person against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, actually and reasonably incurred
by her or them including an amount paid to settle an action or satisfy a
judgment inactive criminal or administrative action or proceeding to which she
is or they are made a party by reason of his or her being or having been a
Director of the Corporation or a director of such corporation, including an
action brought by the Corporation or corporation. Each Director of the
Corporation on being elected or appointed is deemed to have contracted with the
Corporation on the terms of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer, employee or
agent of the Corporation or of a corporation of which the Corporation is or was
a shareholder (notwithstanding that she is also a Director), and his or her
heirs and personal representatives against all costs, charges and expenses
incurred by him or them and resulting from his or her acting as an officer,
employee or agent of the Corporation or corporation. In addition the Corporation
shall indemnify the Secretary or an Assistance Secretary of the Corporation (if
she is not a full time employee of the Corporation and notwithstanding that she
is also a Director), and his or her respective heirs and legal representatives
against all costs, charges and expenses incurred by him or them and arising out
of the functions assigned to the Secretary by the Corporation Act or these
Articles and each such Secretary and Assistant Secretary, on being appointed is
deemed to have contracted with the Corporation on the terms of the foregoing
indemnity.
c) The Directors may cause the Corporation to purchase and maintain insurance
for the benefit of a person who is or was serving as a Director, officer,
employee or agent of the Corporation or as a director, officer, employee or
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agent of a corporation of which the Corporation is or was a shareholder and his
or her heirs or personal representatives against a liability incurred by him as
a Director, officer, employee or agent.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. On April 20, 2012, PLADEO CORP. offered
and sold 8,000,000 share of common stock to our sole officer and director,
Lisbeth Guerrero, for a purchase price of $0.001 per share, for aggregate
offering proceeds of $8,000. PLADEO CORP. made the offer and sale in reliance on
the exemption from registration afforded by Section 4(2) to the Securities Act
of 1933, as amended (the "Securities Act"), on the basis that the securities
were offered and sold in a non-public offering to a "sophisticated investor" who
had access to registration-type information about the Company. No commission was
paid in connection with the sale of any securities an no general solicitations
were made to any person.
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant *
3.2 Bylaws of the Registrant *
5.1 Opinion re: Legality and Consent of Counsel *
10.1 Agreement with Infospace S. De R.L. De C.V *
23.1 Consent of Legal Counsel (contained in exhibit 5.1) *
23.2 Consent of Thomas J Harris, CPA
----------
* Filed previously
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(a) Include any prospectus required by Section 10(a)(3) of the Securities Act;
(b) Reflect in the prospectus any facts or events which, individually or
together, 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
the 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
(c) Include any additional or changed material information on the plan of
distribution.
2. To, for the purpose of determining any liability under the Securities Act,
treat each post-effective amendment as a new registration statement relating to
the securities offered herein, and to treat 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 hereby that remains unsold at the termination of
the offering.
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4. For determining liability of the undersigned Registrant under the Securities
Act to any purchaser in the initial distribution of the securities, 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:
(a) Any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;
(b) 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;
(c) 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
(d) Any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our director, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our director,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our director, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
For the purposes of determining liability under the Securities Act for any
purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-1 and authorized this registration statement to
be signed on its behalf by the undersigned, in New York, NY on October 1, 2012.
PLADEO CORP.
By: /s/ Lisbeth Guerrero
---------------------------------------
Name: Lisbeth Guerrero
Title: President
(Principal Executive, Financial and
Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lisbeth Guerrero, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-1 of PLADEO CORP., and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, grant unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Lisbeth Guerrero
-------------------------- President (Principal Executive, October 1, 2012
Lisbeth Guerrero Financial and Accounting Officer)
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