UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LOGAN SOUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 3600 PENDING
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL
(I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
IDENTIFICATION NO.)
1 HUNTER STREET EAST, SUITE G100
HAMILTON, ONTARIO, CANADA L8N 3W1
TELEPHONE: (905) 777-8002
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANTS PRINCIPAL EXECUTIVE OFFICES)
VAL-U-CORP SERVICES, INC.
1802 NORTH CARSON STREET, SUITE 108
CARSON CITY, NV 89701
TELEPHONE: 775-887-8853
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this registration statement
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box. {checked-box}*
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. {square}*
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. {square}*
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. {square}*
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 {square} Accelerated filer {square}
Non-accelerated filer {square} Smaller reporting company {checked-box}
PROPOSED
MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
Common Stock 20,000,000 $0.01 $200,000 $11.16
(1) No exchange or over-the-counter market exists for our common stock. Management has arbitrarily determined the offering price
and it bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares
offered hereby will have a market value or that they may be sold at this, or at any price.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PROSPECTUS
INC.
3,000,000 SHARES MINIMUM - 20,000,000 SHARES MAXIMUM
COMMON STOCK
We are offering a minimum of 3,000,000 and a maximum of 20,000,000 shares of our
common stock on a direct public offering, without any involvement of
underwriters or broker-dealers. The offering price is $0.01 per share. In the
event that the minimum of 3,000,000 shares are not sold within 180 days, at our
sole discretion, we may extend the offering for an additional 90 days. In the
event that 3,000,000 shares are not sold within the 180 days, or within the
additional 90 days if extended, all money received by us will be promptly
returned to you without interest or deduction of any kind. If at least 3,000,000
shares are sold within 180 days, or within the additional 90 days, if extended,
all money received by us will be retained by us and there will be no refund.
Funds will be held in a separate account. The foregoing account is not an
escrow, trust or similar account. It is merely a separate account under our
control where we will segregate your funds.
There are no arrangements to place the funds in an escrow, trust or similar
account.
Our common stock will be sold by Ken Logan, our president.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGES 7-10.
OFFERING PRICE EXPENSES PROCEEDS TO US
-------------------------------------------------------
Per Share - Minimum $ 0.01 $ 0.0040 $ 0.0060
Per Share - Maximum $ 0.01 $ 0.0006 $ 0.0094
Minimum $ 30,000 $ 12,011.16 $ 17,988.84
Maximum $ 200,000 $ 12,011.16 $ 187,988.84
The difference between the "Offering Price" and the "Proceeds to Us" is
$12,011.16. This represents the expenses of the offering. The expenses per share
would be adjusted according to the offering amounts between the minimum and
maximum. The $12,011.16 will be paid to unaffiliated third parties for expenses
connected with this offering. The $12,011.16 will be paid from current funds
that we have, director loans to us and the first proceeds of this offering once
the minimum subscription has been completed.
There is no public market for our common stock. Our common stock is presently
not traded on any market.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Neither the US Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is _________________, 2009.
TABLE OF CONTENTS
PART I - INFORMATION REQUIRED IN PROSPECTUS
Summary of Prospectus
Our Company 6
The Offering 6
Financial Summary Information 7
Risk Factors 7
1. There is substantial uncertainty as to whether we will continue as a going concern. If we discontinue operations, you 7
will lose your investment.
2. We are mainly dependent upon the funds to be raised in this offering to advance our business. If such financing is not 8
available, we will be forced to cease operations.
3. Because our sole product, the Logan Sound wah anti wah guitar effects pedal, is not patent protected, a competitor could 8
copy our technology, which could cause our business to fail
4. The guitar effects pedal industry is extremely fragmented and competitive and we may not be able to compete successfully 8
with existing competitors or new entrants in this market.
5. We are selling the share offered in this prospectus without an underwriter and may not be successful in completing the 9
offering.
6. Once we sell the minimum amount of shares in this offering, investors are not entitled to withdraw their subscriptions 9
and will not receive a refund.
7. If a market for our common stock does not develop, shareholders may be unable to sell their shares. 9
8. Because the price at which we are selling our common stock in this offering was arbitrarily determined by management and 9
bears no relationship to any criteria of value, investors may not be able to recover their investment. Investors in our
common stock will suffer immediate and substantial dilution.
9. Because our director will own 65.1% of our outstanding common stock if the minimum amount of the offering is sold, he 10
could make and control corporate decisions that may be disadvantageous to minority shareholders.
10. A purchaser is purchasing penny stock which limits his or her ability to sell our stock. 10
Use of Proceeds 10
Determination of Offering Price 11
Dilution 11
Plan of Distribution 13
Description of Securities 15
Interest of Named Experts and Counsel 16
Reports to Security Holders 16
Description of Business 17
Description of Property 20
Legal Proceedings 20
Market for Common Equity and Related Stockholder Matters 20
Financial Statements 21
Management's Discussion and Analysis or Plan of Operation 32
Changes in and Disagreements with Accountants 33
Available Information 34
Directors, Executive Officers, Promoters and Control Persons 34
Compensation 35
Security Ownership of Certain Beneficial Owners and Management 35
Certain Relationship and Related Transactions 36
Disclosure of Commission Position of Indemnification for Securities Act Liabilities 36
PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
Indemnification of Officers and Directors
Other Expenses of Issuance and Distribution
Recent Sales of Unregistered Securities
Exhibits
Undertakings
Signatures
PART I - INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY HIGHLIGHTS SELECTED INFORMATION CONTAINED IN THIS
PROSPECTUS. THIS SUMMARY DOES NOT CONTAIN ALL THE INFORMATION THAT MAY BE
IMPORTANT TO YOU. YOU SHOULD READ THE MORE DETAILED INFORMATION CONTAINED IN
THIS PROSPECTUS, INCLUDING BUT NOT LIMITED TO, THE SECTION ENTITLED "RISK
FACTORS".
OUR COMPANY
We intend to commence business operations by developing, manufacturing,
marketing and selling electric guitar effects pedals. A guitar effects pedal is
an electronic unit that is typically housed in a small metal or plastic box.
Most professional and many amateur electric guitar players use effects pedals to
alter their instrument's sound in a particular manner by changing the sound
quality or timbre of the input signal.
Currently, we have one commercial product that was developed by our president,
Ken Logan, which is known as the Logan Sound Wah Anti Wah pedal. Mr. Logan sold
a 100% interest in all the property, assets and intellectual property necessary
for the development, manufacture and marketing of the wah anti wah guitar
effects pedal to us on April 29, 2009 in consideration of us issuing him
4,000,000 shares of our common stock.
Our principal business office is located at 1 Hunter Street East, Suite G100,
Hamilton, Ontario, and our telephone number is (905) 777-8002. Our fiscal year
end is April 30.
THE OFFERING
Following is a brief summary of this offering:
Securities being offered Minimum of 3,000,000 and maximum of 20,000,000 shares of common stock, par value $0.001
Offering price per share $0.02
Offering period The shares are being offered for a period not to exceed 180 days, unless extended by our Board
of Directors for an additional 90 days.
Net proceeds to us Approximately $17,988.84 assuming the minimum number of shares are sold if $187,988.84
assuming the maximum number of shares are sold.
Use of proceeds We will use the proceeds to pay for administrative expenses, the implementation of our
business plan, and general working capital.
Number of shares outstanding before 5,600,000
the offering
Number of shares outstanding after 8,600,000 if minimum number of shares are sold and 25,600,000 if maximum number of shares are
the offering if all of the shares are sold
sold
FINANCIAL SUMMARY INFORMATION
The following financial information summarizes the more complete historical
financial information at the end of this prospectus.
INCOME STATEMENT DATA
From January 30, 2007
- ----------------------------------------------------
(inception)
- ----------------------------------------------------
to April 30, 2009
- ----------------------------------------------------
Revenue $ 0
- ----------------------------------------------------
Expenses $ 2,325
- ----------------------------------------------------
Net Profits (Losses) $ (2,325 )
- ----------------------------------------------------
BALANCE SHEET DATA
As of
- --------------------------------------------------
April 30, 2009
- --------------------------------------------------
Working Capital (deficit) $ 5,675
- --------------------------------------------------
Total Assets $ 25,675
- --------------------------------------------------
Total Liabilities $ 0
- --------------------------------------------------
As of April 30, 2009, we had working capital of $5,675 and accumulated losses of
$2,325 since inception.
RISK FACTORS
Please consider the following risk factors before deciding to invest in our
common stock.
This offering and any investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and all of the
information contained in this prospectus before deciding whether to purchase our
common stock. If any of the following risks actually occur, our business,
financial condition and results of operations could be harmed. The trading price
of our common stock could decline, and you may lose all or part of your
investment in our common stock.
THERE IS SUBSTANTIAL UNCERTAINLY AS TO WHETHER WE WILL CONTINUE AS A GOING
CONCERN. IF WE DISCONTINUE OPERATIONS, YOU WILL LOSE YOUR INVESTMENT.
We have incurred losses since our inception resulting in an accumulated deficit
of $2,325 at April 30, 2009. Further losses are anticipated in the development
of our business. As a result, there is substantial doubt about our ability to
continue as a going concern. In fact, our auditors have issued a going concern
opinion in connection with their audit of our financial statements for the
period from our inception on January 30, 2007 to April 30, 2009. This means that
our auditors believe there is substantial doubt that we can continue as an on-
going business for the next twelve months.
Our ability to continue as a going concern is dependent upon our ability to
generate profitable operations in the future and to obtain the necessary
financing to expand our business operations, market our current product and
develop new products.
Our ability to achieve and maintain profitability and positive cash flow is
dependent upon:
- completion of this offering;
- our ability to successfully market and sell our guitar effects pedal;
- our success in expanding the manufacture of our guitar effects pedal; and
- our ability to develop additional guitar effects pedal products
Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and generating minimal revenues. We cannot
guarantee that we will be successful in generating substantial revenues in the
future. Failure to generate revenues will cause us to go out of business.
WE ARE MAINLY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO ADVANCE
OUR BUSINESS. IF SUCH FINANCING IS NOT AVAILABLE, WE WILL BE FORCED TO CEASE
OPERATIONS.
We require the proceeds from this offering in order to market our Logan Sound
Wah Anti Wah guitar effects pedal, expand pedal manufacturing and fund the
design of additional guitar effects pedals. If we are only able to complete the
minimum offering of 3,000,000 shares of our common stock, we will need
additional funds to complete further development of our business plan to achieve
a sustainable sales level where ongoing operations can be funded out of
revenues. There is no assurance that any additional financing will be available,
or if available, on terms that will be acceptable to us. If we are not able to
obtain needed financing, we will have to cease operations.
BECAUSE OUR SOLE PRODUCT, THE LOGAN SOUND WAH ANTI WAH GUITAR EFFECTS PEDAL, IS
NOT PATENT PROTECTED, A COMPETITOR COULD COPY OUR TECHNOLOGY, WHICH COULD CAUSE
OUR BUSINESS TO FAIL.
Our potential competitive advantage in the guitar effects pedal industry is the
unique sound qualities generated by our Wah Anti Wah product. Due to the costs
involved and the potential inability to qualify, we have not applied for patent
protection of our product. Accordingly, our business is subject to the risk
that competitors could either copy or reverse engineer our technology and
release a competing product with similar features to our guitar effects pedal.
If this occurs, our ability to sell our pedal could be jeopardized, which could
cause our business to fail.
THE GUITAR EFFECTS PEDAL INDUSTRY IS EXTREMELY FRAGMENTED AND COMPETITIVE AND WE
MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH EXISTING COMPETITORS OR NEW
ENTRANTS IN THIS MARKET.
The guitar effects pedal industry is extremely fragmented and competitive. The
sector includes large entities that mass produce pedals, as well as many
boutique manufacturers, such as us, that produce small batches or hand-made
pedals.
While the principal competitive factor in the industry is product features, and
specifically the guitar sound that results from the use of the pedal, pricing
and availability of the product, service and delivery capabilities, customer
relationships, geographic coverage and breadth of product offerings are also
factors. We compete with many local, regional and national guitar pedal
manufacturers. Many of these competitors sell and distribute their products
directly to our customers just as we do. Most of our competitors have greater
financial resources and may be able to withstand sales or price decreases better
than we can. We also expect to continue to face competition from new market
entrants. We may be unable to compete effectively with these existing or new
competitors, which could have a material adverse effect on our financial
condition and results of operations.
WE ARE SELLING THE SHARES OFFERED IN THIS PROSPECTUS WITHOUT AN UNDERWRITER AND
MAY NOT BE SUCCESSFUL IN COMPLETING THE OFFERING.
Our president, Ken Logan is offering our shares of common stock on our behalf on
a best-efforts basis. No broker-dealer has been retained as an underwriter and
no broker-dealer is under any obligation to purchase any common stock. There are
no firm commitments to purchase any of our shares in this offering. Accordingly,
there is no guarantee that we will be able to sell any or all of the common
stock offered hereby.
ONCE WE SELL THE MINIMUM AMOUNT OF SHARES IN THIS OFFERING, INVESTORS ARE NOT
ENTITLED TO WITHDRAW THEIR SUBSCRIPTIONS AND WILL NOT RECEIVE A REFUND.
While we will refund all subscriptions for agreements to purchase our shares
under this offering until we sell a minimum of 3,000,000 shares, investors will
not be able to withdraw invested funds once this minimum is reached. In such
circumstances, we will retain all subscription funds and there will be no refund
to subscribers.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no
assurance that a market will develop. We currently plan to apply for listing of
our common stock on the over the counter bulletin board upon the effectiveness
of the registration statement, of which this prospectus forms a part. However,
we can provide investors with no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize. If no
market is ever developed for our shares, it will be difficult for shareholders
to sell their stock. In such a case, shareholders may find that they are unable
to achieve benefits from their investment.
BECAUSE THE PRICE AT WHICH WE ARE SELLING OUR COMMON STOCK IN THIS OFFERING WAS
ARBITRARILY DETERMINED BY MANAGEMENT AND BEARS NO RELATIONSHIP TO ANY CRITERIA
OF VALUE, INVESTORS MAY NOT BE ABLE TO RECOVER THEIR INVESTMENT. INVESTORS IN
OUR COMMON STOCK WILL SUFFER IMMEDIATE AND SUBSTANTIAL DILUTION.
Our management arbitrarily determined our offering price of $0.01 per share of
common stock. This price is unrelated to specific investment criteria, such as
the book value, assets or past operating results. Accordingly, there is no
guarantee that investors will be able to recover their investments in our common
stock or realize eventual capital gains.
Mr. Ken Logan, our president and the present owner of all of our issued and
outstanding common stock acquired such securities at a cost substantially less
than that which the investors in this offering will pay. Upon the purchase of
shares of this offering, investors will experience an immediate and substantial
dilution. Therefore, the investors in this offering will bear a substantial
portion of the risk of loss. Additionally, sales of securities of the Company
in the future could result in further dilution.
"Dilution" represents the difference between the offering price of our common
stock and the net tangible book value per share of common stock immediately
after completion of the offering. "Net Tangible Book Value" is the amount that
results from subtracting our total liabilities and intangible assets from total
assets. In this offering, the level of dilution is relatively substantial as a
result of the low book value of our issued and outstanding stock. Our net
tangible book value on April 30, 2009 was $5,675 or $0.0010 per share. Assuming
all shares offered herein are sold and we receive the expected net proceeds of
the offering, our net book value will be $193,664 or $0.0076 per
share. Therefore, the purchasers of our common stock in this offering will
suffer an immediate and substantial dilution of approximately $0.0024 share (or
24% of the investment).
BECAUSE OUR DIRECTOR WILL OWN 65.1% OF OUR OUTSTANDING COMMON STOCK IF THE
MINIMUM AMOUNT OF THE OFFERING IS SOLD, HE COULD MAKE AND CONTROL CORPORATE
DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
Our sole director owns 100% of the outstanding shares of our common stock as of
the date of this offering. If minimum amount of the shares will be sold, our
director will own 65.1% of our outstanding common stock. Accordingly, he will
have a significant influence in determining the outcome of all corporate
transactions or other matters, including mergers, consolidations, and the sale
of all or substantially all of our assets. He will also have the power to
prevent or cause a change in control. The interests of our directors may differ
from the interests of the other stockholders and thus result in corporate
decisions that are disadvantageous to other shareholders.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
OUR STOCK.
The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. "Penny
stock" rules impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors, that is, generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with a spouse. For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The broker-
dealer also must disclose the commissions payable to both the broker-dealer and
the registered representative and current quotations for the securities.
Finally, monthly statements must be sent disclosing recent price information on
the limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our shares of common stock. The
market price of our shares would likely suffer as a result.
USE OF PROCEEDS
Our offering is being made on a self underwritten basis with a minimum of
$30,000 in gross proceeds. The table below sets forth the use of proceeds if
$30,000 (ie. gross proceeds of the minimum offering) or $200,000 (ie. gross
proceeds of the maximum offering) of our common stock is sold.
$30,000 $200,000
Gross proceeds $ 30,000 $ 200,000
Offering expenses $ 12,011 $ 12,011
Net proceeds $ 17,988 $ 187,988
The net proceeds will be used as follows:
Guitar pedal components $ 5,000 $ 10,000
Labor and management wages $ 6,900 $ 46,800
Marketing and advertising $ 2,000 $ 115,000
General and administrative $ 4,089 $ 16,188
TOTAL $ 17,988 $ 187,988
Total offering expenses are $12,011.16. This amount consists of $5,000 for legal
fees; $1,000 for printing costs; $5,000 for accounting fees and expenses; $1,000
for transfer agent fees; and $11.16 for the registration filing fee. Our
president intends to loan funds to us in order to cover these expenses
until such time as the minimum offering is reach. At that point, the proceeds
of the subscriptions will be used to pay for any remaining expenses of the
offering and to reimburse our president for the funds that he has advanced.
"General and Administrative Costs" noted above include costs related to
accounting, audit, legal and transfer agent costs that we incur in filing
reports with the Securities and Exchange Commission, as well as general working
capital.
DETERMINATION OF OFFERING PRICE
The price of the shares we are offering was arbitrarily determined in order for
us to raise up to a total of $200,000 in this offering. The offering price bears
no relationship whatsoever to our assets, earnings, book value or other criteria
of value. Among the factors considered were:
- our lack of operating history
- the proceeds to be raised by the offering
- the amount of capital to be contributed by purchasers in this offering in
proportion to the amount of stock to be retained by our existing
shareholder, and
- our cash requirements
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets.
As of April 30, 2009, the net tangible book value of our shares of common stock
was $5,675 or approximately $0.001 per share based upon 5,600,000 shares
currently outstanding.
IF 100% OF THE SHARES ARE SOLD:
Upon completion of this offering, in the event all of the shares are sold, the
net tangible book value of the 25,600,000 shares to be outstanding will be
$193,664, or approximately $0.0076 per share. The amount of dilution you will
incur will be $0.0024 per share. The net tangible book value of the shares held
by our existing shareholder will be increased by approximately $0.0066 per share
without any additional investment on his part. You will incur an immediate
dilution from $0.01 per share to $0.0076 per share. After completion of this
offering, if 20,000,000 shares are sold, shareholders participating in the
offering will own 78.1% of the total number of shares then outstanding shares
for which they will have made a cash investment of $200,000, or $0.01 per share.
Our existing shareholder will own 21.9% of the total number of shares then
outstanding, for which he will have made contributions of cash, of $8,000, or
$0.005 per share.
IF 75% OF THE SHARES ARE SOLD:
Upon completion of this offering, in the event 75% of the shares are sold, the
net tangible book value of the 20,600,000 shares to be outstanding will be
$143,664, or approximately $ 0.007 per share. The amount of dilution you will
incur will be $0.003 per share. The net tangible book value of the shares held
by our existing stockholder will be increased by $0.006 per share without any
additional investment on his part. You will incur an immediate dilution from
$0.01 per share to $0.007 per share.
After completion of this offering, if 15,000,000 shares are sold, shareholders
participating in the offering will own 72.8% of the total number of shares then
outstanding shares for which you will have made a cash investment of $150,000,
or $0.01 per share. Our existing shareholder will own 27.2% of
the total number of shares then outstanding, for which he will have made
contributions of cash, totaling $8,000, or $0.005 per share.
IF THE MINIMUM NUMBER OF THE SHARES IS SOLD:
Upon completion of this offering, in the event 15%, or the minimum amount of the
shares are sold, the net tangible book value of the 8,600,000 shares to be
outstanding will be $23,664 or approximately $0.00275 per share. The amount of
dilution you will incur will be $ 0.00725 per share. The net tangible book value
of the shares held by our existing stockholder will be increased by $0.00625 per
share without any additional investment on his part. You will incur an immediate
dilution from $0.01 per share to $0.00275 per share.
After completion of this offering, if 3,000,000 shares are sold, you will own
approximately 34.9% of the total number of shares then outstanding shares for
which you will have made a cash investment of $30,000, or $0.01 per share. Our
existing stockholder will own approximately 65.1% of the total number of shares
then outstanding, for which he will have made contributions of cash, totaling
$8,000, or $0.005 per share.
The following table compares the differences of your investment in our shares
with the investment of our existing stockholders.
EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD:
Price per share $ 0.005
Net tangible book value per share before offering $ 5,675
Potential gain to existing shareholders per share $ 0.001
Net tangible book value per share after offering $ 193,664
Increase to present stockholders in net tangible book value per share after offering $ 0.0066
Capital contributions $ 8,000
Number of shares outstanding before the offering 5,600,000
Number of shares after offering held by existing stockholders 5,600,000
Percentage of ownership after offering 21.9%
PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
Price per share $ 0.01
Dilution per share $ 0.0024
Capital contributions $ 200,000
Number of shares after offering held by public investors 20,000,000
Percentage of ownership after offering 78.1%
PURCHASERS OF SHARES IN THIS OFFERING IF 75% OF SHARES SOLD
Price per share $ 0.01
Dilution per share $ 0.003
Capital contributions $ 150,000
Number of shares after offering held by public investors 15,000,000
Percentage of ownership after offering 72.8%
PURCHASERS OF SHARES IN THIS OFFERING IF THE MINIMUM NUMBER OF SHARES SOLD
Price per share $ 0.01
Dilution per share $ 0.00725
Capital contributions $ 30,000
Number of shares after offering held by public investors 3,000,000
Percentage of ownership after offering 34.9%
SELLING SECURITY HOLDERS
We will receive all proceeds from this offering. There are no selling
shareholders in this offering and no officer or director of our company will
purchase any of the shares offered under this prospectus.
PLAN OF DISTRIBUTION
We are offering a minimum of 3,000,000 and up to a maximum of 20,000,000 shares
of common stock on a direct public offering basis, without any involvement of
underwriters or broker-dealers. The offering price is $0.01 per share. Funds
from this offering will be placed in a separate bank account. We will hold the
funds in the account until we receive a minimum of $30,000, at which time we
will appropriate the funds for the purposes we have described above. Any funds
received by us thereafter will be immediately available for our use. If we do
not receive the minimum amount of $30,000 within 180 days of the effective date
of our prospectus, or within an additional 90 days if we choose to extend the
offering period, all funds will be promptly returned to you without a deduction
of any kind. During the 180 day period and possible additional 90 day period, no
funds will be returned to you. You will only receive a refund of your
subscription if we do not raise a minimum of $30,000 within the 180 day period
referred to above, which could be extended by an additional 90 days at our
discretion, for a total of 270 days. There are no finders involved in our
distribution.
We will sell the shares in this offering through our director. He will receive
no commission from the sale of any shares. He will not register as a broker-
dealer under Section 15 of the Exchange Act in reliance upon Rule 3a4-1. Rule
3a4-1 sets forth those conditions under which a person associated with an issuer
may participate in the offering of the issuer's securities and not be deemed to
be a broker-dealer. The conditions are that:
1. The person is not statutorily disqualified, as that term is defined in
Section 3(a)(39) of the Act, at the time of his participation; and,
2. The person is not compensated in connection with her participation by the
payment of commissions or other remuneration based either directly or indirectly
on transactions in securities;
3. The person is not at the time of their participation, an associated person of
a broker-dealer; and,
4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the
Securities Exchange Act 1934, as amended (the "Exchange Act"), in that he (A)
primarily performs, or is intended primarily to perform at the end of the
offering, substantial duties for or on behalf of the issuer otherwise than in
connection with transactions in securities; and (B) is not a broker or dealer,
or an associated person of a broker or dealer, within the preceding twelve (12)
months; and (C) does not participate in selling and offering of securities for
any issuer more than once every twelve (12) months other than in reliance on
Paragraphs (a)(4)(i) or (a)(4)(iii).
Our sole officer and director is not statutorily disqualified, is not being
compensated, and is not associated with a broker-dealer. He is and will continue
to be our officer and director at the end of the offering and has not been
during the last twelve months and is currently not a broker-dealer or associated
with a broker-dealer. He has not during the last twelve months and will not in
the next twelve months offer or sell securities for another corporation.
Only after our prospectus is declared effective by the Securities and Exchange
Commission (the "Commission"), we intend to distribute this prospectus to
potential investors and to our friends, business associates and relatives who
are interested in us and a possible investment in the offering. We will not
utilize the Internet to advertise our offering and will not undertake any form
of public advertising.
SECTION 15(G) OF THE EXCHANGE ACT
Our shares are covered by Section 15(g) of the Exchange Act, and Rules 15g-1
through 15g-6 promulgated thereunder. They impose additional sales practice
requirements on broker-dealers who sell our securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $160,000 or $300,000 jointly with their
spouses).
Rule 15g-1 exempts a number of specific transactions from the scope of the penny
stock rules.
Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless
the broker-dealer has first provided to the customer a standardized disclosure
document.
Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny
stock transaction unless the broker-dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for
a customer unless the broker-dealer first discloses to the customer the amount
of compensation or other remuneration received as a result of the penny stock
transaction.
Rule 15g-5 requires that a broker-dealer executing a penny stock transaction,
other than one exempt under Rule 15g-1, disclose to its customer, at the time of
or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker-dealers selling penny stocks to provide their
customers with monthly account statements.
Rule 15g-9 requires broker-dealers to approved the transaction for the
customer's account; obtain a written agreement from the customer setting forth
the identity and quantity of the stock being purchased; obtain from the customer
information regarding his investment experience; make a determination that the
investment is suitable for the investor; deliver to the customer a written
statement for the basis for the suitability determination; notify the customer
of his rights and remedies in cases of fraud in penny stock transactions; and,
FINRA's toll free telephone number and the central number of the North American
Administrators Association, for information on the disciplinary history of
broker-dealers and their associated persons.
The application of the penny stock rules may affect your ability to resell your
shares.
OFFERING PERIOD AND EXPIRATION DATE
This offering will start on the date of this prospectus and continue for a
period of up to 180 days, and an additional 90 days, if so elected by our Board
of Directors.
PROCEDURES FOR SUBSCRIBING
If you decide to subscribe for any shares in this offering, you must
1. execute and deliver a subscription agreement; and
2. deliver a check, money order, bank draft or certified funds to us for acceptance or rejection.
All checks for subscriptions must be made payable to Logan Sound, Inc.
RIGHT TO REJECT SUBSCRIPTIONS
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 by us to the subscriber, without interest or deductions.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 75,000,000 common shares, $0.001 par
value.
COMMON STOCK
Holders of our common stock have no preemptive rights to purchase additional
shares of common stock or other subscription rights. The common stock carries no
conversion rights and is not subject to redemption or to any sinking fund
provisions. All shares of common stock are entitled to share equally in
dividends from sources legally available. Therefore, when, as and if declared
by the Board of Directors, and upon our liquidation or dissolution, whether
voluntary or involuntary, to share equally in our assets that are available for
distribution to stockholders.
The Board of Directors is authorized to issue additional shares of common stock
not to exceed the amount authorized by our Articles of Incorporation, on such
terms and conditions and for such consideration as the Board may deem
appropriate without further stockholder action.
VOTING RIGHTS
Each holder of common stock is entitled to one vote per share on all matters on
which such stockholders are entitled to vote. Since the shares of common stock
do not have cumulative voting rights, the holders of more than fifty percent of
the shares voting for the election of directors can elect all the directors if
they choose to do so and, in such event, the holders of the remaining shares
will not be able to elect any person to the Board of Directors.
DIVIDEND POLICY
Holders of our common stock are entitled to dividends if declared by the Board
of Directors out of funds legally available therefore. We do not anticipate the
declaration or payment of any dividends in the foreseeable future. We intend to
retain earnings, if any, to finance the development and expansion of our
business. Future dividend policy will be subject to the discretion of the Board
of Directors and will be contingent upon future earnings, if any, our financial
condition, capital requirements, general business conditions and other factors.
Therefore, there can be no assurance that any dividends of any kind will ever be
paid.
STOCK TRANSFER AGENT
Upon completion of this offering, we intend to engage an independent stock
transfer agency firm to serve as our registrar and stock transfer agent.
SHARES ELIGIBLE FOR FUTURE SALE
The 20,000,000 shares of common stock registered in this offering will be freely
tradable without restrictions under the Securities Act. No shares held by our
"affiliates" (officers, directors or 10% shareholders) are being registered
hereunder. Our 5,600,000 issued and outstanding shares have been held since
April 29, 2009 and are considered to be restricted securities. They are subject
to the sale limitations imposed by Rule 144 and rules applying to shell
companies. The eventual availability for
sale of substantial amounts of common stock under Rule 144 could adversely
affect prevailing market prices for our securities.
Our issued shares of common stock are not currently available for resale to the
public in accordance with the volume and trading limitations of Rule 144 of the
Act because we are a shell company. Our shareholders cannot rely on Rule 144 for
the resale of our common stock until the following have occurred:
1. we have ceased to be a shell company;
2. we are subject to the reporting requirements of the Exchange Act;
3. we have filed all Exchange Act reports required for the past 12 months;
and
4. a minimum of one year has elapsed since we filed current Form 10
information on Form 8-K changing our status from a shell company to a non-
shell company.
When Rule 144 is available, our affiliate stockholder shall be entitled to sell
within any three month period a number of shares that does not exceed the
greater of:
1. 1% of the number of shares of the company's common stock then
outstanding; or
2. the average weekly trading volume of the company's common stock
during the four calendar weeks preceding the filing of a notice on
Form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
Stepp Law Corporation has provided an opinion on the validity of our common
stock.
The financial statements included in this prospectus and the registration
statement have been audited by George Stewart, C.P.A. to the extent and for the
periods set forth in his report appearing elsewhere in this document and in the
registration statement filed with the SEC, and are included in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
REPORTS TO SECURITY HOLDERS
Upon effectiveness of this prospectus, we intend to furnish our shareholders
annual reports containing financial statements audited by our independent
auditors and to make available quarterly reports containing unaudited financial
statements for each of the first three quarters of each year.
The public may read and copy any materials that we file with the Commission at
the Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The Commission
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the Commission. The address of that site is http://www.sec.gov.
DESCRIPTION OF BUSINESS
We intend to commence business operations by developing, manufacturing,
marketing and selling electric guitar effects pedals. We were incorporated in
the State of Nevada on January 30, 2007, but were essentially dormant until
April 29, 2009 when we entered into an agreement with our president, Ken Logan,
to acquire all the property, assets and intellectual property necessary for the
development, manufacture and marketing of the wah anti wah guitar effects pedal.
In consideration of the purchase of these assets, we issued 4,000,000 shares of
our common stock to Mr. Logan.
Mr. Logan commenced developing and manufacturing the wah anti wah guitar effects
pedal in December 2006. Prior to selling his interest in the pedal to us, Mr.
Logan sold approximately 40 wah anti wah pedals at prices ranging from $149 to
$199. He also developed a website promoting the features of the wah anti wah
pedal at www.logansoundinc.com.
GUITAR EFFECTS PEDALS
A guitar effects pedal, also known as a stomp box, is an electronic unit that is
typically housed in a small metal or plastic box. Most professional and many
amateur electric guitar players use effects pedals to alter their instrument's
sound in a particular manner by changing the sound quality or timbre of the
input signal. The most common types of guitar effects pedals are the
distortion, overdrive, wah, flange, delay and reverb pedals.
A guitar effects pedal is connected to a guitar and amplifier using two
instrument cables with one-quarter inch jack plugs. The input jack is usually
on the right side of the pedal and the output is on the left. Several pedals
can be linked together in a chain. The signal path for a chain of guitar pedals
that are used concurrently is usually right-to-left.
When a pedal is off or inactive, the signal coming in to the pedal is shunted
onto a bypass, so that the clean, unaffected signal can go on to other effects
down the chain, and thus any combination of effects on a chain can be created
without having to reconnect boxes during a performance. The instrument signal
can be routed through the guitar pedals in any combination, but to shape and
preserve the clarity of the basic distortion tone, it is most common to put wah
and overdrive pedals at the start of the chain; pedals which alter the pitch or
color of the tone in the middle; and boxes which modify the resonance, such as
flanging, delay (echo) and reverb units at the end.
Effects pedals can be used together with other effects units and a guitar
amplifier's built-in effects. However, when too many effect pedals are used,
unwanted noise and hum can be introduced into the sound. Some performers use a
noise gate pedal to reduce the unwanted noise and hum.
WAH PEDALS
The wah pedal, one of the most popular guitar effects, works by varying the
frequency of the guitar signal's tone through a foot pedal. The variation in
the peak response frequency of the filter resembles the change in frequency in
the human voice when saying the word "wah," making the wah-wah pedal a crude
form of speech synthesizer. The traditional "wah wah" effect does not affect the
guitar's volume, although many modern models offer a volume boost and distortion
options.
The essential function of the wah-wah pedal is as a lead guitar booster.
Frequently, lead guitar lines do not cut through the mix of the band
sufficiently, so some sort of effect is utilized to push the lead part to the
front. A wah-wah inflected lead guitar part varies its timbre with the motion of
the pedal. It also mimics some of the sounds of human speech, which are
typically picked up more readily by the human
ear. A common wah-wah technique involves moving the foot pedal in time with the
music , creating rhythmic effects.
Famous users of the wah pedal include Eric Clapton, Jimi Hendrix, Slash from
Guns `n' Roses and U2's The Edge.
THE WAH ANTI WAH PEDAL
In contrast to the wah pedal, our Logan Sound wah anti wah guitar effects pedal
contains two analog wah filters that are each set to two different frequency
ranges. One wah filter is centered on the low frequency range of the guitar,
while the other filter is centered on the high frequency range. The pedal's
effect is controlled by one knob that causes one of the filters to go up in
pitch and the other to go down in pitch automatically. This produces complex
filtering effects that make a unique, full sounding guitar tone. As well,
rather than creating the sweeping sound of an automatic wah pedal, the sound
created by the wah anti wah pedal remains at the tone level set by the user.
The wah anti wah features components that are hand matched to less than 1%
tolerance for consistent musical tone. Sound samples of the wah anti wah
pedal's impact on guitar sound are contained on our website located at
www.logansoundinc.com.
Features of the Logan Sound wah anti wah guitar effects pedal include:
* an all analog circuit
* simple one knob operation
* an LED indicator
* a solid cast aluminum box with Switchcraft connectors that houses the unit
* nine volt battery or DC adapter options
* diode protection in case the DC input power polarity is reversed or AC is
inputted
The Logan Sound wah anti wah pedal also has true bypass switching. This means
that when in bypass mode, both the input and output of the effect are
disconnected and the guitar signal passes straight through. Some manufacturers
only switch the output of the effect on their pedals while leaving the input to
the effect circuit still connected. This can load down the guitar's pickups
causing what is known as tone sucking. As well, transistor switching systems
lose some of the guitar sound.
The pedal uses the standard negative center external power connector. If the
user happens to plug in the wrong polarity DC or AC power adapter, the
protection diode contained in the pedal will prevent damage from occurring. The
common user mistake of not using the correct adapter destroys guitar pedals that
other manufacturers produce.
MARKET FOR OUR PRODUCT
While most amateur guitarists choose to purchase mass-made guitar pedals from
large manufacturers, a niche market exists for boutique and hand-made effects
pedals. Major effects pedal manufacturers have made compromises in product
design and component quality in order to cut costs and reduce product prices.
Our aim is to provide consumers with pedals that include superior quality
components, innovative circuit design, component matching and voltage tolerance.
To ensure quality control, all of our wah anti wah guitar effects pedals are
hand-made and individually tested. Because our product design involves
additional component and labor costs, and because we do not realize the
economies of scale that larger manufacturers do, we currently sell our wah anti
wah guitar effects pedal for a price of $199. Some guitar effects pedals sell
for about half this price.
PRODUCT SALE AND DISTRIBUTION
Currently, we sell the wah anti wah guitar effects pedal through our website
located at www.logansoundinc.com and via listings on www.ebay.com. We receive
payment from purchasers through PayPal and ship our guitar pedals using Canada
Post. We charge our customers $15 for shipping and handling. Prior to our
acquisition of the wah anti wah pedal from our president, Ken Logan, product
sales were primarily to U.S. and Canadian consumers, although sales were also
made to the United Kingdom, France, Spain, Norway, Romania and Australia. We
anticipate that this trend of selling guitar effects pedals primarily in North
America will continue.
If we are successful in expanding our operations and product sales, we would
like to enter into distribution and sales agreements with guitar and musical
instrument stores whereby they would carry our products in their stores.
However, there is no guarantee that we will be successful in reaching such
arrangements.
COMPETITION
We compete with other effects pedal manufacturers that are primarily based in
the United States, including Boss Corporation, Robert Keeley Electronics,
Fulltone Musical Products Inc., Lovepedal L.L.C. Boss Corporation is a mass
manufacturer of guitar pedals, while Keeley, Fulltone and Lovepedal produce
higher priced, quality pedals and have similar market position to us.
Competition with these companies is based on price, quality, service, product
features, product innovation, marketing and distribution. These companies have
greater financial and technical resources, industry expertise and managerial
capabilities than we do.
Our success depends on our ability to introduce innovative products before our
competitors do and to design, manufacture and market a broad range of reliable
products that incorporate technological innovations that satisfy current
consumer needs. Notably, none of our competitors currently manufacture a wah
anti wah guitar effects pedal.
SOURCE OF COMPONENTS
While the design of our wah anti wah pedal is unique, the components that we use
to manufacture them are commodity-like in nature and are not difficult to
source. Supplies of the electronic components, connectors, switches and
enclosures that we require in order to produce our guitar pedals are readily
available from online distributors such as Mouser Electronics, Inc., DigiKey
Corp. and Newark Electronics. If, for some reason, we were unable to obtain
components from our current suppliers, we do not believe that we would have any
difficulties obtaining alternative sources, though our component costs could
increase slightly.
PATENTS AND TRADEMARKS
Due to the costs involved, we have not filed for patent protection of our wah
anti wah guitar effects pedal technology or of our business trademarks. We have
also not sought legal advice regarding whether or not patent protection of our
technology is possible. Accordingly, our business is subject to the risk that
competitors could either copy or reverse engineer our technology and release a
competing product with similar features to our guitar effects pedal.
GOVERNMENT REGULATION
We are not currently subject to direct federal, state or local regulation other
than regulations applicable to businesses generally.
RESEARCH AND DEVELOPMENT
We have not incurred any expenditures on research and development activities
since our incorporation. Our president, Ken Logan, conducted all research and
development relating to the design of the wah anti wah pedal prior to his sale
of the technology to us on April 29, 2009.
EMPLOYEES
We have no employees as of the date of this prospectus other than our sole
director.
SUBSIDIARIES
We do not have any subsidiaries.
DESCRIPTION OF PROPERTY
We do not own any real property interest. Our offices are located at 1 Hunter
Street East, Suite G100, Hamilton, Ontario, Canada.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 1802 North Carson Street, Suite 202 Carson City, Nevada,
89701.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
completion of this offering. However, we can provide no assurance that our
shares will be traded on the bulletin board or, if traded, that a public market
will materialize.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have one registered
shareholder, our president, Ken Logan.
RULE 144 SHARES
Our shares of common stock are not currently available for resale to the public
in accordance with the volume and trading limitations of Rule 144 of the Act
because we are a shell company. Our sole shareholder, Ken Logan, cannot rely on
Rule 144 for the resale of our common stock until the following have occurred:
1. we have ceased to be a shell company;
2. we are subject to the reporting requirements of the Exchange Act;
3. we have filed all Exchange Act reports required for the past 12 months;
and
4. a minimum of one year has elapsed since we filed current Form 10
information on Form 8-K changing our status from a shell company to a non-
shell company.
When Rule 144 is available, our affiliate stockholder shall be entitled to sell
within any three month period a number of shares that does not exceed the
greater of:
1. 1% of the number of shares of the company's common stock then outstanding; or
2. the average weekly trading volume of the company's common stock during the
four calendar weeks
preceding the filing of a notice on Form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
STOCK OPTION GRANTS
To date, we have not granted any stock options.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual course of business; or
2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights
of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS:
1. Report of Independent Registered Public Accounting Firm;
2. Audited financial statements for the period from January 30, 2007 (inception) to April 30, 2009, including:
a. Balance Sheet;
b. Statement of Operations;
c. Statement of Cash Flows;
d. Statement of Stockholders' Equity; and
e. Notes to Financial Statements
LOGAN SOUND INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
APRIL 30, 2009
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Logan Sound Inc.
I have audited the accompanying balance sheet of Logan Sound Inc. (A Development
Stage Company) as of April 30, 2009, and the related statement of operations,
stockholders' equity and cash flows for the period from January 30, 2007
(inception), to April 30, 2009. 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 Logan Sound Inc. (A Development
Stage Company) as of April 30, 2009, and the results of its operations and cash
flows for the years then ended and from January 30, 2007 (inception), to April
30, 2009 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 # 1 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
# 2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/S/ George Stewart
Seattle, Washington
August 10, 2009
LOGAN SOUND, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
APRIL 30,
2009
CURRENT ASSETS
Cash $ 5,675
WAH-ANTI-WAH GUITAR EFFECTS PEDAL 20,000
TOTAL ASSETS $ 25,675
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ -
TOTAL CURRENT LIABILITIES -
STOCKHOLDERS' EQUITY
Capital stock
Authorized:
75,000,000 common shares with a par value of
$0.001
Issued and outstanding:
5,600,000 common shares as of April 30, 2009 5,600
Additional paid-in-capital 22,400
Deficit accumulated during the exploration stage (2,325)
TOTAL STOCKHOLDERS' EQUITY 25,675
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 25,675
NATURE AND CONTINUANCE OF OPERATIONS (Note 1)
SEE ACCOMPANYING NOTES
LOGAN SOUND, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
LOGAN SOUND, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
CUMULATIVE
FROM
JANUARY 30,
2007
YEAR ENDED (INCEPTION) TO
APRIL 30, APRIL 30,
2009 2009
Bank charges $ 25 $ 25
Management fees 2,300 2,300
Net loss $ (2,325) $ (2,325)
LOSS PER SHARE - BASIC AND DILUTED
$(0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 1,600,000
SEE ACCOMPANYING NOTES
LOGAN SOUND INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
DEFICIT
ACCUMULATED
NUMBER ADDITIONAL DURING THE
COMMON PAR PAID-IN- EXPLORATION
SHARES VALUE CAPITAL STAGE TOTAL
Balance, January 30, 2007 - $ - $ - $ - $ -
April 28, 2009
Issued for cash at $0.005 1,600,000 1,600 6,400 8,000
April 29, 2009
Issued for cash at $0.005 4,000,000 4,000 16,000 20,000
Net loss (2,325) (2,325)
Balance, April 30, 2009 5,600,000 $ 5,600 $ 22,400 $ (2,325) $ (25,675)
SEE ACCOMPANYING NOTES
LOGAN SOUND INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
C>
CUMULATIVE
FROM
JANUARY 30, 2007
(INCEPTION) TO
YEAR ENDED APRIL 30, 2009 APRIL 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,325) $ (2,325)
Donated services
Adjustments to reconcile net loss to net cash
Accounts payable and accrued liabilities - -
Net cash used in operating activities (2,325) (2,325)
CASH FLOWS FROM FINANCING ACTIVITIES
Shares subscribed for cash 8,000 8,000
Net cash provided by financing activities 8,000 8,000
Net increase (decrease) in cash 5,675 5,675
Cash beginning - -
Cash ending $ 5,675 $ 5,675
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ - $ -
Taxes $ - $ -
SEE ACCOMPANYING NOTES
LOGAN SOUND INC.
(A Development Stage Company)
Notes To The Financial Statements
April 30, 2009
1. NATURE AND CONTINUANCE OF OPERATIONS
Logan Sound Inc. ("the Company") was incorporated under the laws of State of Nevada, U.S. on January 30, 2007,
with an authorized capital of 75,000,000 common shares with a par value of $0.001. The Company's year end is
the end of April. During the year ended April 30, 2009, the Company commenced operations by issuing shares and
acquire a 100% right, title and interest in and to all the property, assets and intellectual property necessary
for the development, manufacture and marketing of the wah-anti-wah guitar effects pedal.
These financial statements have been prepared on a going concern basis which assumes the Company will be able
to realize its assets and discharge its liabilities in the normal course of business for the foreseeable
future. The Company has incurred losses since inception resulting in an accumulated deficit of $2,350 as at
April 30, 2009 and further losses are anticipated in the development of its business raising substantial doubt
about the Company's ability to continue as a going concern. The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they
come due. Management intends to finance operating costs over the next twelve months with existing cash on hand
and loans from directors and/or private placement of common stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting
principles in the United States of America and are presented in US dollars.
Exploration Stage Company
The Company complies with the Financial Accounting Standards Board Statement No. 7, its characterization of the
Company as an exploration stage enterprise.
Mineral Interests
Mineral property acquisition, exploration and development costs are expensed as incurred until such time as
economic reserves are quantified. To date the Company has not established any proven or probable reserves on
its mineral properties. The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset
Retirement Obligations" which establishes standards for the initial measurement and subsequent accounting for
obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from
the acquisition, construction or development and for normal operations of such assets. As at April 30, 2009,
any potential costs relating to the retirement of the Company's mineral property interest has not yet been
determined.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the period. Actual results could differ from those estimates.
LOGAN SOUND INC.
(A Development Stage Company)
Notes To The Financial Statements
April 30, 2009
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with Statement of Financial
Accounting Standards No. 52, "Foreign Currency Translation", foreign denominated monetary assets and
liabilities are translated into their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Non monetary assets and liabilities are translated at the exchange rates
prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the
year. Gains or losses resulting from foreign currency transactions are included in results of operations.
Fair Value of Financial Instruments
The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because
of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is
not exposed to significant interest, currency or credit risks arising from these financial instruments.
Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.
Expenditures that relate to an existing condition caused by past operations, and which do not contribute to
current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments
and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these
accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan
of action based on the then known facts.
Income Taxes
The Company follows the assets and liability method of accounting for income taxes. Under this method,
deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to
differences between the financial statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
At April 30, 2009, a full deferred tax asset valuation allowance has been provided and no deferred tax asset
has been recorded.
Basic and Diluted Loss Per Share
The Company computes loss per share in accordance with SFAS No. 128, "Earnings per Share" which requires
presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic
loss per share is computed by dividing net loss available to common shareholders by the weighted average number
of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential
common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive.
The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are
equal.
LOGAN SOUND INC.
(A Development Stage Company)
Notes To The Financial Statements
April 30, 2009
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-based Compensation
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which replaced SFAS No. 123, "Accounting for
Stock-Based Compensation" and superseded APB Opinion No. 25, "Accounting for Stock Issued to Employees". In
January 2005, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 107, "Share-
Based Payment", which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all
share-based payments to employees, including grants of employee stock options, to be recognized in the financial
statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual
reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most
registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting
period as required by SFAS No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123 no longer will
be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate
fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the
transition method to be used at date of adoption.
The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior
periods may be restated either as of the beginning of the year of adoption or for all periods presented. The
prospective method requires that compensation expense be recorded for all unvested stock options and restricted
stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would
record compensation expense for all unvested stock options and restricted stock beginning with the first period
restated. The Company adopted the modified prospective approach of SFAS No. 123R for the year ended April 30,
2009. The Company did not record any compensation expense for the period ended April 30, 2009 because there were
no stock options outstanding prior to the adoption or at April 30, 2009.
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair
value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands
disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal years. Our adoption of SFAS No. 157 is not
expected to materially impact our financial position and results of operations.
In February 2007, the FASB issued Statement No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities" ("SFAS 159") which permits entities to choose to measure many financial instruments and certain other
items at fair value that are not currently required to be measured at fair value. SFAS 159 is effective for fiscal
years beginning after November 15, 2007. Our adoption of SFAS No. 159 is not expected to materially impact our
financial position and results of operations.
In December 2007, the FASB issued Statement No. 141(R), "Business Combinations" ("SFAS 141(R)") which expands the
definition of transactions and events that qualify as business combinations; requires that the acquired assets and
liabilities, including contingencies, be recorded at the fair value determined on the acquisition date and changes
thereafter reflected in earnings, not goodwill; changes the recognition timing for restructuring costs; and requires
acquisition costs to be expensed as incurred. In addition, acquired in-process research and development (IPR&D) is
capitalized as an intangible asset and amortized over its estimated useful life. Adoption of SFAS 141(R) is required
for combinations after December 15, 2008. Early adoption and retroactive application of SFAS 141(R) to fiscal years
preceding the effective date are not permitted. We believe that there is no impact of SFAS 141(R) on our financial
position and results of operations.
LOGAN SOUND INC.
(A Development Stage Company)
Notes To The Financial Statements
April 30, 2009
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2007, the FASB issued Statement No. 160, "Noncontrolling Interest in Consolidated Financial Statements" ("SFAS
160") which re-characterizes minority interests in consolidated subsidiaries as non-controlling interests and
requires the classification of minority interests as a component of equity. Under SFAS 160, a change in control will
be measured at fair value, with any gain or loss recognized in earnings. The effective date for SFAS 160 is for
annual periods beginning on or after December 15, 2008. Early adoption and retroactive application of SFAS 160 to
fiscal years preceding the effective date are not permitted. We believe that there is no impact of SFAS 160 on our
financial position and results of operations.
3. COMMON STOCK
The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value
of one tenth of one cent ($0.001) per share and no other class of shares is authorized.
During the year ended April 30, 2009, the Company issued 1,600,000 shares of common stock for total cash proceeds of
$8,000.
As of April 29, 2009, the Company entered into an Asset Purchase Agreement with Ken Logan. Ken Logan agreed to sell
his 100% interest in all the property, assets and intellectual property necessary for the development, manufacture and
marketing of the wah-anti-wah guitar effects pedal for 4,000,000 common shares.
At April 30, 2009, there were no outstanding stock options or warrants.
6. INCOME TAXES
As of April 30, 2009, the Company had net operating loss carry forwards of approximately $2,325 that may be available
this Agreement to reduce future years' taxable income through 2029. Future tax benefits which may arise as a result of
these losses have not been recognized in these financial statements, as their realization is determined not likely to
occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
7. MANAGEMENT AGREEMENT
As of April 29, 2009, the Company entered into a management agreement with Ken Logan and agrees to pay $2,300 per
month for his services.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We are a development stage corporation with limited operations and no revenues
from our business operations. Our auditors have issued a going concern opinion.
This means that our auditors believe there is substantial doubt that we can
continue as an on-going business for the next twelve months. We do not
anticipate that we will generate significant revenues until we have raised the
funds necessary to conduct a marketing program for our Logan Sound Wah Anti Wah
guitar effects pedal.
To meet our need for cash, we are attempting to raise money from this offering.
If we raise the minimum amount through this offering, we will only be able to
conduct minimal marketing in order to raise awareness of our guitar effects
pedal. At the present time, we have not made any arrangements to raise
additional cash, other than through this offering.
If we need additional cash and cannot raise it, we will either have to suspend
operations until we do raise the cash, or cease operations entirely. If we raise
the minimum amount of money from this offering, we believe it will fund
operations for approximately three months, but with limited funds available to
build and grow our business. If we raise the maximum amount, we believe the
money will last for one year and also provide funds for a growth strategy. If we
raise less than the maximum amount and we need more money, we will have to
revert to obtaining additional money through a second public offering, a private
placement of securities or loans. Other than as described in this paragraph, we
have no other financing plans.
PLAN OF OPERATION
We were incorporated pursuant to the laws of Nevada on January 30, 2009, but
were essentially dormant until April 29, 2009 when we entered into an agreement
with our president, Ken Logan, to acquire all the property, assets and
intellectual property necessary for the development, manufacture and marketing
of the wah anti wah guitar effects pedal. As a result of this acquisition, we
own a website located at www.logansoundinc.com through which we sell our wah
anti wah guitar effects pedal.
Our plan of operation for the twelve months following the date of this
prospectus is to expand our business operations by acquiring additional guitar
pedal components, hiring additional labor, marketing and advertising our guitar
effects pedal and potentially designing a new guitar effects pedal.
If we complete the minimum offering described in this prospectus, we expect to
receive net proceeds of $17,988. Of this amount, we intend to allocate $5,000
towards the purchase of guitar pedal components. This will provide us with
enough components to manufacture approximately 125 pedals. It will also allow
us to pay our president, Ken Logan, $2,300 per month for his management
services, as well as the time necessary to manufacture and test the wah anti wah
pedals by hand for a period of 12 months. We will also allocate $2,000 of the
proceeds to marketing and advertising costs. This will allow us to upgrade our
website and place an advertisement for our product in an appropriate guitar
magazine.
If we are successful in completing the maximum offering described in this
prospectus, of which there is no assurance, we expect to receive net proceeds of
$187,988. Of this amount, we would allocate $10,000 towards the purchase of
guitar pedal components. This will provide us with enough components to
manufacture approximately 250 pedals. It will also allow us to pay our
president, Ken Logan, $2,300 per month for his management services, as well as
the time necessary to manufacture and test the wah anti wah pedals by hand, for
a period of 12 months. It would also allow us to hire a full-time employee for
a 12 month period for $19,200 in salary. Our president would train this
employee to assemble the guitar effects pedal components into a finished
product. We estimate that one full-time employee would be able to produce five
guitar pedals per week.
We would also allocate $115,000 of the proceeds to marketing and advertising
costs. This will allow us to upgrade our website, place advertisements for our
product in appropriate guitar and music magazines, musical product catalogues,
pursue product placement in musical equipment stores and pursue product
endorsements. Our president, Ken Logan, would be responsible for undertaking
our marketing efforts once a new employee is able to assume his previous product
assembly duties.
We anticipate that revenue from the sale of our pedals will be $214 per unit,
including charges for shipping and handling. However, there is no guarantee
that we will be able to successfully sell our guitar effects pedals at a
sufficient sales volume at this price level.
The expansion of our operations in the period subsequent to the next 12 months
will depend on our success in generating revenue to that point, as well as
raising further funding.
As well, we anticipate spending an additional $16,000 on administrative costs
such as accounting and auditing fees, legal fees and fees payable in connection
with reporting obligations.
Total expenditures over the next 12 months are therefore expected to be
approximately $188,000.
SOURCES AND USES OF CASH
At April 30, 2009, our current assets consisted of $5,675 in cash. Accordingly,
we will have to raise additional funds in the next twelve months in order to
sustain and expand our operations. We currently do not have a specific plan of
how we will obtain such funding other than through this offering. We will seek
to obtain short-term loans from our director, although we do not have any
agreements with our director concerning future loans. We do not have any
arrangements in place for any future equity financing other than through this
offering.
EVENTS, TRENDS AND UNCERTAINTIES
The continuing development of our business will depend upon our ability to
attract customers for the wah anti wah guitar effects pedal. Our ability to
generate sales may be affected by events and trends such as general economic
conditions, guitar pedal pricing and competing products from our manufacturers.
RESULTS OF OPERATIONS
We have not earned any revenue from our incorporation on January 30, 2007 to
April 30, 2009. We incurred operating expenses in the amount of $2,323 during
this period. These operating expenses were comprised of management fees that
accrued to our president, Ken Logan, of $2,300 and bank fees of $25.
We have not attained profitable operations and are dependent upon obtaining
financing to complete our proposed business plan. For these reasons our
auditors believe that there is substantial doubt that we will be able to
continue as a going concern.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms.
The Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. Our
registration statement and the referenced exhibits can also be found on this
site.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officer and director and his age as of the date of this prospectus
is as follows:
DIRECTORS:
NAME OF DIRECTOR AGE
Ken Logan 44
EXECUTIVE OFFICERS:
NAME OF OFFICER AGE OFFICE
Ken Logan 44 President, Chief Executive Officer, Secretary and Treasurer
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.
Mr. Logan has acted as our sole director and officer since our inception on
January 30, 2007. Prior to this position, from 2005 to the beginning of 2007,
Mr. Logan provided studio technician and recording consulting services to
various companies as an independent contractor. From 1996 to 2004, he was
employed as a studio technician with Sharpe Sound Studios, an audio post-
production company where he was responsible for the repair, maintenance, design
and installation of professional studio equipment.
TERM OF OFFICE
Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our sole officer and director.
COMPENSATION
The table below shows what we have paid to our director since our inception on
January 30, 2007 through April 30, 2009.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
CHANGE IN
PENSION
VALUE AND
NON-EQUITY NONQUALIFIED ALL
NAME INCENTIVE DEFERRED OTHER
AND STOCK OPTION PLAN COMPENSATION COMPENS-
PRINCIPAL SALARY BONUS AWARDS AWARDS COMPENSATION EARNINGS ATION TOTAL
POSITION YEAR ($) ($) ($) ($) ($) ($) ($) ($)
KEN LOGAN 2009 None None None None None None None None
President, CEO, 2008 None None None None None None None None
Secretary, Treasurer 2007 None None None None None None None None
and a director
Subsequent to April 30, 2009, we began paying Ken Logan $2,300 per month for his
management services.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the ownership, as of September 11, 2009 of our
common stock by each of our directors, and by all executive officers and
directors as a group, and by each person known to us who is the beneficial owner
of more than 5% of any class of our securities. As of September 11, 2009, there
were 5,600,000 common shares issued and outstanding. To the best of our
knowledge, all persons named have sole voting and investment power with respect
to the shares, except as otherwise noted.
TITLE NAME OF AMOUNT AND PERCENT PERCENT OF CLASS AFTER OFFERING PERCENT OF CLASS AFTER OFFERING
OF BENEFICIAL OWNER NATURE OF OF CLASS WITH MINIMUM NUMBER OF SHARES WITH MAXIMUM NUMBER OF SHARES
CLASS BENEFICIAL BEFORE SOLD SOLD
OWNERSHIP OFFERING
(1) (%) (%) (%)
Common Ken Logan 5,600,000 100 65.1 21.9
President, CEO and Director
All Officers and Directors as a 5,600,000 100 65.1 21.9
Group that consists of one
person
CHANGES IN CONTROL
There are currently no arrangements which would result in a change in control of
our company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the period ended April 30, 2009, we paid $2,300 in management fees to Ken
Logan, our president.
Otherwise, none of the following parties has, since our date of incorporation,
had any material interest, direct or indirect, in any transaction with us or in
any presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our
outstanding shares of common stock;
* Our sole promoter, Ken Logan;
* Any relative or spouse of any of the foregoing persons who has the
same house as such person;
* Immediate family members of directors, director nominees, executive
officers and owners of 5% or more of our common stock
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.
DEALER PROSPECTUS DELIVERY OBLIGATION
Until 180 days after the effective date of this Prospectus, all dealers that
effect transactions in these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Our estimated expenses in connection with the issuance and distribution of the
securities being registered are estimated to be as follows:
Filing fees $ 11.16
Legal fees and expenses 5,000
Accounting fees and expenses 5,000
Transfer agent fees 1,000
Printing costs 1,000
-------------------------
Total $ 12,011.16
-------------------------
All amounts are estimates other than the Commission's registration fee.
INDEMNIFICATION OF OFFICER AND DIRECTORS
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes (the "NRS") and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its
shareholders in connection with a matter in which the director has
a material conflict of interest;
(2) a violation of criminal law (unless the director had reasonable
cause to believe that his or her conduct was lawful or no
reasonable cause to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper
personal profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the
bylaws.
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
RECENT SALES OF UNREGISTERED SECURITIES
We issued 1,600,000 shares of our common stock to Ken Logan on April 29, 2009.
Mr. Logan is our president, chief executive officer, treasurer, secretary and a
director. He acquired these 1,600,000 shares at a price of $0.005 per share for
total proceeds to us of $8,000.00. These shares were issued pursuant to Section
4(2) of the Securities Act of 1933 (the "Securities Act").
We issued an additional 4,000,000 shares of our common stock to Ken Logan on
April 29, 2009 in consideration of him selling a 100% interest in all the
property, assets and intellectual property necessary for the development,
manufacture and marketing of the wah anti wah guitar effects pedal to us. These
shares were issued pursuant to Section 4(2) of the Securities Act.
In connection with this issuance, Mr. Logan was provided with access to all
material aspects of the company, including the business, management, offering
details, risk factors and financial statements.
He also represented to us that he was acquiring the shares as principal for his
own account with investment intent. He also represented that he was
sophisticated, having prior investment experience and having adequate and
reasonable opportunity and access to any corporate information necessary to make
an informed decision. This issuance of securities was not accompanied by general
advertisement or general solicitation.
EXHIBITS
Exhibit
Number Description
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Legal opinion of Stepp Law Corporation
10.1 Asset Purchase Agreement
23.1 Consent of George Stewart, C.P.A.
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:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or
most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the
information set forth in this registration statement; Notwithstanding the forgoing, any increase or decrease in Volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the commission pursuant to Rule 424(b)if, in the aggregate, the changes in the volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(c) To include any material information with respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain
unsold at the termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors, and
controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities is asserted our director, officer, or
other controlling person in connection with the securities registered, we will, unless in the opinion of our legal counsel the
matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy
to a court of appropriate jurisdiction. We will then be governed by the final adjudication of such issue.
5. Each prospectus filed pursuant to Rule 424(b) as part of a Registration statement relating to an offering, other than
registration statements relying on Rule 430(B) or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first used after effectiveness. Provided; however, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by referenced into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Hamilton, Ontario, Canada,
on September 11, 2009.
LOGAN SOUND, INC.
By:/s/ Ken
Logan
Ken Logan
President, Chief Executive Officer,
Secretary, Treasurer, principal
accounting officer, principal
financial officer and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Ken Logan President, Chief Executive September 11, 2009
- ---------------
Officer, Secretary, Treasurer,
Ken Logan principal accounting officer,
principal financial officer
and Director