U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10
GENERAL FORM FOR REGISTRATION OFSECURITIES
Under Section 12(b) or (g) of the Securities Exchange Act
of 1934
DAS Global Capital Corp
(Name of Issuer in its charter)
Nevada 45-2037328
(State or other jurisdiction of (I.R.S. Employer
Identification No.)
incorporation or organization)
1785 East Sahara Avenue Suite 490-876
Las Vegas, Nevada
89104
(Address of principal executive offices)
(Zip Code)
Issuer's telephone number: (281)-914-8636
Securities to be registered under Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Not Applicable Not Applicable
Securities to be registered under Section 12(g) of the
Act:
Common Stock(Title of class)
Smaller reporting company
FORWARD LOOKING STATEMENTS
THIS FORM 10-12G AND OTHER STATEMENTS ISSUED OR MADE FROM
TIME TO TIME BY DAS GLOBAL CAPITAL CORP (HEREINAFTER
REFERRED TO AS "DAS GLOBAL"
AND/OR "COMPANY") OR ITS REPRESENTATIVES CONTAIN
STATEMENTS WHICH
MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE
SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF
1934, AS
AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995.
FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996).
THOSE
STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT,
BELIEF OR CURRENT
EXPECTATIONS OF KOHLER AND MEMBERS OF ITS MANAGEMENT TEAM
AS WELL AS
THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.
PROSPECTIVE
INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING
STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS
AND UNCERTAINTIES,
AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS.
IMPORTANT FACTORS
CURRENTLY KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER
MATERIALLY FROM THOSE IN FORWARD-LOOKING STATEMENTS ARE
SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR
FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO
THIS FORM 10-12G, AND ARE HEREBY INCORPORATED HEREIN BY
REFERENCE. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE
OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED
ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR
CHANGES TO FUTURE OPERATING RESULTS OVER TIME.
ITEM 1 DESCRIPTION OF BUSINESS
The Company is what is classified as a "blank-check"
company, sometimes referred to as a "shell" company. It
is a legally formed entity that is designed to facilitate
transactions with and for other corporations that have
ongoing operations, but may not have, in the past,
structured their corporate formation to facilitate the
eventual trading of their stock. As a "blank-check"
corporation, the Company may present an advantageous
merger candidate, as it has already established an
identity with the S.E.C. in the form of a reporting
history.
Blank check companies may offer alternative routes to "go
public" for
smaller cap companies than a more costly initial public
offering (IPO).
Companies that can afford an IPO may well find that route
to be more
advantageous, as it is a process that can raise a large
amount of
capital in a relatively short amount of time. Also, the
forms necessary for a company to trade publicly upon
merging with a shell may present a more onerous filing
burden than the Form 1 filed preceding an IPO.
Certain disadvantages are inherent in becoming a public
company, and
these should be carefully considered by any business
considering a
possible business combination with the Company.
Immediately upon
consummation of a merger with the Company, the surviving
entity would
be subject to all of the reporting requirements of the
'33 and '34
Acts. Additionally, management would assume certain
fiduciary duties
with respect to shareholders and the public, including,
but not limited
to; the timely disclosure of all material information
regarding the
company that might bear upon the consideration of the
Company's stock
as a suitable investment; the duties of care and loyalty
in the
conducting of the Company's business; and the duty not to
misappropriate corporate opportunities.
Prior to entering into a business combination, the
company will fulfill
the reporting requirements of the 1934 Act through the
services of
its President and General Counsel. Darrell Calloway is
currently
President and Director of the Company, and, at present,
is the sole
Officer and Director. The Company has selected December
31 as its fiscal year end.
History and Operations
The Company was incorporated under the laws of the
State of
Nevada on April 28, 2011, and is in the early
developmental and
promotional stages. To date the Company's only
activities have been
organizational ones, directed at developing its business
plan and
raising its initial capital. The Company has not
commenced any
commercial operations. The Company has no full-time
employees and
owns no real estate.
Regulation of "Blank Check" Companies
The proposed business activities described herein
classify the
Company as a "blank check" or "shell company" whose sole
purpose at this time is to locate and consummate a merger
or acquisition with a private entity. Many states have
enacted statutes, rules and regulations limiting the sale
of securities of "blank check" companies in their
respective jurisdictions. Management does not believe it
will undertake any efforts to cause a market to develop
in the Company's securities until such time as the
Company has successfully implemented its business plan
described herein. However, if the Company intends to
facilitate the eventual creation of a public trading
market in its outstanding securities, it must consider
that the Company's securities, when available for trading,
will be subject to a Securities and Exchange Commission
rule that imposes special sales practice requirements
upon broker-dealers who sell such securities to persons
other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited
investors" means, in general terms,
institutions with assets in excess of $5,000,000, or
individuals having
a net worth in excess of $1,000,000 or having an annual
income that
exceeds $200,000 (or that, when combined with a spouse's
income,
exceeds $300,000). For transactions covered by the rule,
the broker-
dealer must make a special suitability determination for
the purchaser
and receive the purchaser's written agreement to the
transaction prior
to the sale. Consequently, the rule may affect the
ability of broker-
dealers to sell the Company's securities and also may
affect the ability of purchasers in this offering to sell
their securities in any market that might develop
therefore.
As part of its business plan, this Company is filing
this
registration statement on Form 10 on a voluntary basis in
order to
become a "public" company by virtue of being subject to
the reporting
requirements of the Securities Exchange Act of 1934.
Search for Business Opportunity
The Company's business plan is to seek, investigate,
and, if
warranted, acquire one or more properties or businesses,
and to pursue
other related activities intended to enhance shareholder
value. The
acquisition of a business opportunity may be made by
purchase,
merger, exchange of stock, or otherwise, and may
encompass assets
or a business entity, such as a corporation, joint
venture, or
partnership. The Company has very limited capital, and
it is unlikely
that the Company will be able to take advantage of more
than one
such business opportunity. The Company intends to seek
opportunities demonstrating the potential of long-term
growth as
opposed to short-term earnings.
At the present time the Company has not identified
any business
opportunity that it plans to pursue, nor has the Company
reached
any agreement or definitive understanding with any person
concerning
an acquisition.
It is anticipated that the Company's officer and
director may
contact broker-dealers and other persons with whom he is
acquainted
who are involved in corporate finance matters to advise
them of the
Company's existence and to determine if any companies or
businesses
they represent have an interest in considering a merger
or acquisition
with the Company.
The Company's search will be directed toward small and
medium-sized enterprises which have a desire to become
public
corporations and which are able to satisfy, or anticipate
in the
reasonably near future being able to satisfy, the minimum
asset
requirements in order to qualify shares for trading on
NASDAQ or on
a stock exchange (See "Investigation and Selection of
Business
Opportunities"). The Company anticipates that the
business
opportunities presented to it will (i) be recently
organized with no
operating history, or a history of losses attributable to
under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii)
be in need of funds to develop a new
product or service or to expand into a new market; (iv)
be relying
upon an untested product or marketing concept; or (v)
have a
combination of the characteristics mentioned in (i)
through (iv). The
Company intends to concentrate its acquisition efforts on
properties or
businesses that it believes to be undervalued.
The Company does not propose to restrict its search
for investment
opportunities to any particular geographical area or
industry,
and may, therefore, engage in essentially any business,
to the extent
of its limited resources. This includes industries such
as service,
finance, natural resources, manufacturing, high
technology, product
development, medical, communications and others. The
Company's
discretion in the selection of business opportunities is
unrestricted,
subject to the availability of such opportunities,
economic conditions,
and other factors.
Potential Consequences of Business Combination
As a consequence of this registration of its
securities, any
entity which has an interest in being acquired by, or
merging into the
Company, is expected to be an entity that desires to
become a public
company and establish a public trading market for its
securities. In
connection with such a merger or acquisition, it is
highly likely that
an amount of stock constituting control of the Company
would be
issued by the Company or purchased from the current
principal
shareholders of the Company by the acquiring entity or
its affiliates.
In the Company's judgment, its sole officer and
director
would not thereby become an "underwriter" within the
meaning of the
Section 2(11) of the Securities Act of 1933, as amended.
The sale
of a controlling interest by certain principal
shareholders of the
Company could occur at a time when the other shareholders
of the
Company remain subject to restrictions on the transfer of
their shares.
Depending upon the nature of the transaction, the
current
officer and director of the Company may resign his
management
positions with the Company in connection with the
Company's
acquisition of a business opportunity. See "Form of
Acquisition,"
below, and "Risk Factors - The Company - Lack of
Continuity in
Management." In the event of such a resignation, the
Company's
current management would not have any control over the
conduct of
the Company's business following the Company's
combination with
a business opportunity.
It is anticipated that business opportunities will
come to the
Company's attention from various sources, including its
officer and
director, its other stockholders, professional advisors
such as attorneys and accountants, securities broker-
dealers, venture capitalists, members of the financial
community, and others who may present unsolicited
proposals. The Company has no plans, understandings,
agreements, or commitments with any individual for such
person to act as a finder of opportunities for the
Company.
The Company does not foresee that it would enter
into a
merger or acquisition transaction with any business with
which its
officer or director is currently affiliated. Should the
Company
determine in the future, contrary to the foregoing
expectations, that a
transaction with an affiliate would be in the best
interests of the
Company and its stockholders, the Company is in general
permitted
by Nevada law to enter into such a transaction if:
1. The material facts as to the relationship or
interest of the
affiliate and as to the contract or transaction
are disclosed or
are known to the Board of Directors, and the Board
in good
faith authorizes the contract or transaction by
the affirmative
vote of a majority of the disinterested directors,
even though
the disinterested directors constitute less than a
quorum; or
2. The material facts as to the relationship or
interest of the
affiliate and as to the contract or transaction
are disclosed or
are known to the stockholders entitled to vote
thereon, and the
contract or transaction is specifically approved
in good faith
by vote of the stockholders; or
3. The contract or transaction is fair as to the
Company as of the
time it is authorized, approved or ratified, by
the Board of
Directors or the stockholders.
Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a
specific business opportunity may be made upon
management's analysis of the quality of the other
company's management and personnel, the anticipated
acceptability of new products or marketing concepts, the
merit of technological changes, the perceived benefit the
company will derive from becoming a publicly held entity,
and numerous other factors
which are difficult, if not impossible, to analyze
through the
application of any objective criteria. In many instances,
it is anticipated that the historical operations of a
specific business opportunity may not necessarily be
indicative of the potential for the future because of the
possible need to shift marketing approaches
substantially, expand significantly, change product
emphasis, change
or substantially augment management, or make other
changes. The
Company will be dependent upon the owners of a business
opportunity
to identify any such problems which may exist and to
implement, or
be primarily responsible for the implementation of,
required changes.
It is anticipated that the Company will not be able
to diversify,
but will essentially be limited to one such venture
because of the
Company's limited financing. This lack of
diversification will not
permit the Company to offset potential losses from one
business
opportunity against profits from another.
The analysis of business opportunities will be
undertaken by or under the supervision of the Company's
President, who is not a professional business analyst.
See "Management." Since Company management has no
current plans to use any outside consultants or advisors
to assist in the investigation and selection of business
opportunities, no policies have been adopted regarding
use of such consultants or advisors, the criteria to be
used in selecting such consultants or advisors, the
services to be provided, the term of service, or
regarding the total amount of fees that may be paid.
The Company anticipates that it will consider, among
other things,
the following factors:
1. Potential for growth and profitability, indicated
by new
technology, anticipated market expansion, or new
products;
2. The Company's perception of how any particular
business
opportunity will be received by the investment
community and
by the Company's stockholders;
3. Whether, following the business combination, the
financial
condition of the business opportunity would be, or
would have
a significant prospect in the foreseeable future
of becoming
sufficient to enable the securities of the Company
to qualify
for listing on an exchange or on a national
automated
securities quotation system, such as NASDAQ, so as
to permit
the trading of such securities to be exempt from
the
requirements of Rule 15c2-6 recently adopted by
the Securities
and Exchange Commission. See "Risk Factors - The
Company - Regulation of Penny Stocks."
4. Capital requirements and anticipated availability
of required
funds, to be provided by the Company or from
operations,
through the sale of additional securities, through
joint ventures or similar arrangements, or
from other sources;
5. The extent to which the business opportunity can
be advanced;
6. Competitive position as compared to other
companies of
similar size and experience within the industry
segment as
well as within the industry as a whole;
7. Strength and diversity of existing management, or
management
prospects that are scheduled for recruitment;
8. The cost of participation by the Company as
compared to the
perceived tangible and intangible values and
potential; and
9. The accessibility of required management expertise,
personnel,
raw materials, services, professional assistance,
and other
required items.
In regard to the possibility that the shares of the
Company
would qualify for listing on NASDAQ, the current
standards include
the requirements that the issuer of the securities that
are sought to be listed have total assets of at least
$4,000,000 and total capital and surplus of at least
$2,000,000, and proposals have recently been made to
increase these qualifying amounts. Many, and perhaps
most, of the business opportunities that might be
potential candidates for a
combination with the Company would not satisfy the NASDAQ
listing
criteria.
No one of the factors described above will be
controlling in
the selection of a business opportunity, and management
will attempt
to analyze all factors appropriate to each opportunity
and make a
determination based upon reasonable investigative
measures and
available data. Potentially available business
opportunities may occur
in many different industries and at various stages of
development, all
of which will make the task of comparative investigation
and analysis
of such business opportunities extremely difficult and
complex.
Potential investors must recognize that, because of the
Company's
limited capital available for investigation and
management's limited
experience in business analysis, the Company may not
discover or
adequately evaluate adverse facts about the opportunity
to be acquired.
Prior to making a decision to participate in a
business
opportunity, the Company will generally request that it
be provided
with written materials regarding the business opportunity
containing
such items as a description of products, services and
company history;
management resumes; financial information; available
projections, with
related assumptions upon which they are based; an
explanation of
proprietary products and services; evidence of existing
patents,
trademarks, or services marks, or rights thereto; present
and proposed
forms of compensation to management; a description of
transactions
between such company and its affiliates during relevant
periods; a
description of present and required facilities; an
analysis of risks and competitive conditions; a financial
plan of operation and estimated
capital requirements; audited financial statements, or if
they are not
available, unaudited financial statements, together with
reasonable
assurances that audited financial statements would be
able to be
produced within a reasonable period of time not to exceed
60 days
following completion of a merger transaction; and other
information
deemed relevant.
As part of the Company's investigation, the
Company's
executive officer and director may meet personally with
management
and key personnel, may visit and inspect material
facilities, obtain
independent analysis or verification of certain
information provided,
check references of management and key personnel, and
take other
reasonable investigative measures, to the extent of the
Company's
limited financial resources and management expertise.
There will
be no loan agreements or understandings between the
Company
and third parties, nor does the Company intend to raise
any additional
operating capital by implementing private placements of
restricted stock and/or public offerings of its common
stock.
It is possible that the range of business
opportunities that
might be available for consideration by the Company could
be limited
by the impact of Securities and Exchange Commission
regulations
regarding purchase and sale of "penny stocks." The
regulations would
affect, and possibly impair, any market that might
develop in the
Company's securities until such time as they qualify for
listing on
NASDAQ or on another exchange which would make them
exempt
from applicability of the "penny stock" regulations. See
"Risk Factors
- - - Regulation of Penny Stocks."
Company management believes that various types of
potential
merger or acquisition candidates might find a business
combination
with the Company to be attractive. These include
acquisition
candidates desiring to create a public market for their
shares in order
to enhance liquidity for current shareholders,
acquisition candidates
which have long-term plans for raising capital through
the public sale
of securities and believe that the possible prior
existence of a public
market for their securities would be beneficial, and
acquisition
candidates which plan to acquire additional assets
through issuance of
securities rather than for cash, and believe that the
possibility of
development of a public market for their securities will
be of
assistance in that process. Acquisition candidates which
have a need
for an immediate cash infusion are not likely to find a
potential
business combination with the Company to be an attractive
alternative.
Form of Acquisition
It is impossible to predict the manner in which the
Company
may participate in a business opportunity. Specific
business
opportunities will be reviewed as well as the respective
needs and
desires of the Company and the promoters of the
opportunity and,
upon the basis of that review and the relative
negotiating strength
of the Company and such promoters, the legal structure or
method
deemed by management to be suitable will be selected.
Such structure
may include, but is not limited to leases, purchase and
sale
agreements, licenses, joint ventures and other
contractual arrangements.
The Company may act directly or indirectly through an
interest in a
partnership, corporation or other form of organization.
Implementing
such structure may require the merger, consolidation or
reorganization
of the Company with other corporations or forms of
business
organization, and although it is likely, there is no
assurance that the
Company would be the surviving entity. In addition, the
present
management and stockholders of the Company most likely
will not
have control of a majority of the voting shares of the
Company
following a reorganization transaction.
Depending on the nature of the business combination
entered
into, it is possible that management will receive
favorable terms
of exchange with the target company that will not be
available to
other shareholders.
Management may actively negotiate or otherwise
consent to the
purchase of any portion of their common shares as a
condition to or
in connection with a proposed merger or acquisition
transaction.
It is emphasized that management of the Company may
effect
transactions having a potentially adverse impact upon the
Company's
shareholders pursuant to the authority and discretion of
the Company's
management to complete acquisitions without submitting
any proposal
to the stockholders for their consideration. Holders of
the Company's
securities should not anticipate that the Company
necessarily will
furnish such holders, prior to any merger or acquisition,
with financial statements, or any other documentation,
concerning a target company or its business. In some
instances, however, the proposed participation in a
business opportunity may be submitted to the stockholders
for their consideration, either voluntarily by such
directors to seek the stockholders' advice and consent or
because state law so requires.
Existing shareholders of the company may suffer
significant
dilution to their ownership percentage of the company,
insofar as
the business combination entered into may involve the
issuance of
a large number of authorized but unissued shares to the
target
company. Also, depending on the nature of the business
combination,
existing shareholders may incur taxable capital gains as
a result
thereof. See "Risk Factors? - no. 27 and 28.
It is likely that the Company will acquire its
participation in
a business opportunity through the issuance of Common
Stock or
other securities of the Company. Although the terms of
any such
transaction cannot be predicted, it should be noted that
in certain
circumstances the criteria for determining whether or not
an acquisition
is a so-called "tax free" reorganization under the
Internal Revenue
Code of 1986, depends upon the issuance to the
stockholders of the
acquired company of a controlling interest (i.e. 80% or
more) of the
common stock of the combined entities immediately
following the
reorganization. If a transaction were structured to take
advantage of
these provisions rather than other "tax free" provisions
provided under
the Internal Revenue Code, the Company's current
stockholders would
retain in the aggregate 20% or less of the total issued
and outstanding
shares. This could result in substantial additional
dilution in the
equity of those who were stockholders of the Company
prior to such
reorganization. Any such issuance of additional shares
might also be
done simultaneously with a sale or transfer of shares
representing a
controlling interest in the Company by the current
officer, director
and principal shareholders. (See "Description of Business
- General").
It is anticipated that any new securities issued in
any
reorganization would be issued in reliance upon
exemptions, if any are
available, from registration under applicable federal and
state securities laws. In some circumstances, however,
as a negotiated element of the transaction, the Company
may agree to register such securities either at the time
the transaction is consummated, or under certain
conditions or at specified times thereafter.
Operating within the parameters of Rule 145 of the
Securities Act
of 1933 (the "Act"), the Company may attempt to rely on
any of the
following exemptions from registration under the Act:
1. Section 4(2) of the Act;
2. Section 4(6) of the Act;
3. Section 3(a) 1/ Rule 147 of the Act;
4. Section 3(a) (10) of the Act;
5. Rule 504, Regulation D of the Act;
6. Rule 505, Regulation D of the Act; and
7. Rule 506, Regulation D of the Act.
The Company will participate in a business
opportunity only
after the negotiation and execution of a written
agreement. Although
the terms of such agreement cannot be predicted,
generally such an
agreement would require specific representations and
warranties by all
of the parties thereto, specify certain events of default,
detail the terms of closing and the conditions which must
be satisfied by each of the parties thereto prior to such
closing, outline the manner of bearing costs if the
transaction is not closed, set forth remedies upon
default, and include miscellaneous other terms
As a general matter, the Company anticipates that it,
and/or its
officer and principal shareholders will enter into a
letter of intent
with the management, principals or owners of a
prospective business
opportunity prior to signing a binding agreement. Such a
letter of
intent will set forth the terms of the proposed
acquisition but will not bind any of the parties to
consummate the transaction. Execution of a letter of
intent will by no means indicate that consummation of an
acquisition is probable. Neither the Company nor any of
the other
parties to the letter of intent will be bound to
consummate the
acquisition unless and until a definitive agreement
concerning the ac-
quisition as described in the preceding paragraph is
executed. Even
after a definitive agreement is executed, it is possible
that the
acquisition would not be consummated should any party
elect to
exercise any right provided in the agreement to terminate
it on
specified grounds.
It is anticipated that the investigation of specific
business
opportunities and the negotiation, drafting and execution
of relevant
agreements, disclosure documents and other instruments
will require
substantial management time and attention and substantial
costs for
accountants, attorneys and others. If a decision is made
not to
participate in a specific business opportunity, the costs
theretofore
incurred in the related investigation would not be
recoverable.
Moreover, because many providers of goods and services
require
compensation at the time or soon after the goods and
services are
provided, the inability of the Company to pay until an
indeterminate
future time may make it impossible to procure goods and
services.
Investment Company Act and Other Regulation
The Company may participate in a business
opportunity by
purchasing, trading or selling the securities of such
business. The
Company does not, however, intend to engage primarily in
such
activities. Specifically, the Company intends to conduct
its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of
1940 (the "Investment Act"), and
therefore to avoid application of the costly and
restrictive registration and other provisions of the
Investment Act, and the regulations promulgated
thereunder.
Section 3(a) of the Investment Act contains the
definition of
an "investment company," and it excludes any entity that
does not
engage primarily in the business of investing,
reinvesting or trading in securities, or that does not
engage in the business of investing,
owning, holding or trading "investment securities"
(defined as "all
securities other than government securities or securities
of
majority-owned subsidiaries") the value of which exceeds
40% of the
value of its total assets (excluding government
securities, cash or cash items). The Company intends to
implement its business plan in a
manner which will result in the availability of this
exception from the
definition of "investment company." Consequently, the
Company's
participation in a business or opportunity through the
purchase and
sale of investment securities will be limited.
The Company's plan of business may involve changes
in its
capital structure, management, control and business,
especially if it
consummates a reorganization as discussed above. Each of
these areas
is regulated by the Investment Act, in order to protect
purchasers of
investment company securities. Since the Company will
not register
as an investment company, stockholders will not be
afforded these
protections.
The SEC, in a letter to the FINRA has taken the
position that in
some instances "both before and after the business
combination or
transactions with an operating entity or other person,
the promoters or
affiliates of blank check companies, as well as their
transferees are
'underwriters' of the securities issued". If that
determination were
made with regards to the Company and its shareholders,
Rule 144
transactions might be precluded.
Any securities which the Company might acquire in
exchange
for its Common Stock will be "restricted securities"
within the
meaning of the Securities Act of 1933, as amended (the
"Act"). If the
Company elects to resell such securities, such sale
cannot proceed
unless a registration statement has been declared
effective by the
Securities and Exchange Commission or an exemption from
registration is available. Section 4(1) of the Act,
which exempts sales of securities not involving a
distribution, would in all likelihood be available to
permit a private sale. Although the plan of operation
does not contemplate resale of securities acquired, if
such a sale were to be necessary, the Company would be
required to comply with the provisions of the Act to
affect such resale.
An acquisition made by the Company may be in an
industry
which is regulated or licensed by federal, state or local
authorities.
Compliance with such regulations can be expected to be a
time-consuming and expensive process. See "Risk
Factors"- no. 7.
Competition
The Company expects to encounter substantial
competition in
its efforts to locate attractive opportunities, primarily
from business
development companies, venture capital partnerships and
corporations,
venture capital affiliates of large industrial and
financial companies,
small investment companies, and wealthy individuals.
Many of these
entities will have significantly greater experience,
resources and
managerial capabilities than the Company and will
therefore be in a
better position than the Company to obtain access to
attractive
business opportunities. The Company also will experience
competition
from other public "blind pool" companies, many of which
may have
more funds available than does the Company.
Administrative Offices
The Company currently maintains a mailing address at
7402 Alabonson Suite 805, Houston, Texas 77088, which is
the office address of its President. The Company's
telephone number is (281)-914-8636. Other than this
mailing address, the Company does currently maintain
other office facilities at 1785 East Sahara Suite 490,
Las Vegas, Nevada 89104, and does not anticipate the need
for maintaining office facilities at any time in the
foreseeable future. The Company pays no rent or other
fees for the use of this mailing address.
Employees
The Company is a development stage company and
currently has no
employees. Management of the Company expects to use
consultants,
attorneys and accountants as necessary, and does not
anticipate a need
to engage any full-time employees so long as it is
seeking and evaluating business opportunities. The need
for employees and their availability will be addressed in
connection with the decision whether or not to acquire or
participate in specific business opportunities. Although
there is no current plan with respect to its benefit of,
the Company's officer prior to, or in conjunction with,
the completion of a business acquisition. The Company's
officer has accepted common stock for services rendered
for consulting,
organizing the corporation, seeking merger candidates and
evaluating these candidates. See "Executive
Compensation" and under "Certain Relationships and
Related Transactions."
ITEM 1A. RISK FACTORS
1. The majority control by the Company's Principal
Shareholder, Officer
and Director may negatively impact the operation of
the Company.
The Company's principal shareholders, officer and
director will beneficially own ninety-one percent (91%)
of the Company's Common Stock. As a result, such persons
will have the ability to control the Company and direct
its affairs and business. Such concentration of
ownership may also have the effect of delaying, deferring
or preventing change in control of the Company. See
"Principal Stockholders."
It is emphasized that management of the Company may
effect
transactions having a potentially adverse impact upon the
Company's
shareholders pursuant to the authority and discretion of
the Company's
management to complete acquisitions without submitting
any proposal
to the stockholders for their consideration. Holders of
the Company's
securities should not anticipate that the Company
necessarily will
furnish such holders, prior to any merger or acquisition,
with financial statements, or any other documentation,
concerning a target company or its business. In some
instances, however, the proposed participation in a
business opportunity may be submitted to the stockholders
for their consideration, either voluntarily by such
directors to seek the stockholders' advice and consent or
because state law so requires.
2. Conflicts of interest between the Company and its
officer and director may impede the operational ability
of the Company.
Certain conflicts of interest exist between the Company
and its officer and director. He has other business
interests to which he devotes his
attention, and he may be expected to continue to do so
although management time should be devoted to the
business of the Company. As a result, conflicts of
interest may arise that can be resolved only through his
exercise of such judgment as is consistent with his
fiduciary duties to the Company. See "Management," and
"Conflicts of Interest."
The Company's President and all current shareholders own
all of the issued and outstanding stock.
The Company's Director may also elect, in the future, to
form one or more additional public shell companies with a
business plan similar or identical to that of the Company.
Any such additional shell companies would also be in
direct competition with the Company for available
business opportunities.
(See Item 5 - "Directors, Executive Officers, Promoters
and Control Persons-Conflicts of Interest.")
It is anticipated that Company's President may actively
negotiate or
otherwise consent to the purchase of a portion of his
common stock as a
condition to, or in connection with, a proposed merger or
acquisition
transaction. In this process, the Company's President
may consider his own personal pecuniary benefit rather
than the best interests of other Company shareholders,
and the other Company shareholders are not expected to be
afforded the opportunity to approve or consent to any
particular stock buy-out transaction. See "Conflicts of
Interest."
3. The possible need for additional financing may impair
the Company's
ability to locate the best available business
opportunity.
The Company has very limited funds, and such funds may
not be adequate to take advantage of any available
business opportunities. Even if the Company's funds
prove to be sufficient to acquire an interest in, or
complete a transaction with, a business opportunity, the
Company may not have enough capital to exploit the
opportunity. The ultimate success of the Company may
depend upon its ability to raise additional capital. The
Company has not investigated the availability, source, or
terms that might govern the acquisition of additional
capital and will not do so until it determines a need for
additional financing.
If additional capital is needed, there is the risk that
funds will not be available from any source or, if
available, that they can be obtained on terms acceptable
to the Company. If not available, the Company's
operations will be limited to those that can be financed
with its modest capital.
4. The regulation of Penny Stocks may negatively impact
the potential
trading market for the Company's securities.
The Company's securities, when available for trading,
will be subject to a Securities and Exchange Commission
rule that imposes special sales practice requirements
upon broker-dealers who sell such securities to persons
other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited
investors" means, in general terms, institutions with
assets in excess of $5,000,000, or individuals having a
net worth in excess of $1,000,000 or having an annual
income that exceeds $200,000 (or that, when combined with
a spouse's income, exceeds $300,000). For transactions
covered
by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive
the purchaser's written agreement to the transaction
prior to the sale. Consequently, the rule may affect the
ability of broker-dealers to sell the Company's
securities and also may affect the ability of purchasers
in this offering to sell their securities in any market
that might develop therefor.
In addition, the Securities and Exchange Commission has
adopted a number of rules to regulate "penny stocks."
Such rules include Rules 3a51-1, 15g-1,15g-2, 15g-3, 15g-
4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange
Act of 1934, as amended. Because the securities of the
Company may constitute "penny stocks" within the meaning
of the rules, the rules would apply to the Company and to
its securities. The rules may further affect the ability
of owners of Shares to sell the securities of the Company
in any market that
might develop for them.
Shareholders should be aware that, according to
Securities and Exchange
Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of
fraud and abuse.
Such patterns include (i) control of the market for the
security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of
prices through prearranged matching of purchases and
sales and false and misleading press releases; (iii)
"boiler room" practices involving high-pressure sales
tactics and unrealistic price projections by
inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differentials and markups by selling
broker-dealers; and (v) the wholesale dumping of the same
securities by promoters and broker-dealers after prices
have been manipulated to a desired level, along with the
resulting inevitable collapse of those prices and with
consequent investor losses.
5. The Company's limited operating history may severely
impact its
ability to operate and locate the best available
business opportunity.
The Company was formed in April of 2011 for the purpose
of registering its common stock under the 1934 Act and
acquiring a business opportunity. The Company has no
operating history, revenues from operations, or assets
other than cash from private sales of stock. The Company
faces all of the risks of a new business and the special
risks inherent in the investigation, acquisition, or
involvement in a new business opportunity. The Company
must be regarded as a new or "start-up" venture with all
of the unforeseen costs, expenses, problems, and
difficulties to which such ventures are subject.
6. There is the risk that the Company will not succeed in
implementing
its business plan or in turning a profit.
The failure of the Company to implement its business plan
would likely entail that potential investors would lose
most or all of their investment. Even if the Company
should become involved in a business opportunity, this
will not necessarily entail that the Company will
generate revenues or profits, or that the market price of
the Company's Common Stock will be increased thereby.
Furthermore, the Company is unable to predict when it may
participate in a business opportunity. It expects,
however, that the analysis of specific proposals and the
selection of a business opportunity may take several
months or more.
7. Reporting Requirements May Delay Or Preclude
Acquisition.
Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act"),
requires companies subject thereto to provide certain
information about
significant acquisitions, including certified financial
statements for the company acquired, covering one or two
years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by
some target entities to prepare such statements may
significantly delay or
essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition
prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the
1934 Act are applicable.
8. The Company lacks market research and marketing
organization.
The Company has neither conducted, nor have others made
available to it,
results of market research indicating that market demand
exists for the
transactions contemplated by the Company. Moreover, the
Company does not have, and does not plan to establish, a
marketing organization.
9. The Company's potential business opportunity -
Has not been identified and will be highly risky
The Company has not identified and has no commitments to
enter into or acquire a specific business opportunity and
therefore can disclose the risks and hazards of a
business or opportunity that it may enter into in only a
general manner, and cannot disclose the risks and hazards
of any specific business or opportunity that it may enter
into. An investor can expect a potential business
opportunity to be quite risky. The Company's acquisition
of or participation in a business opportunity will likely
be highly illiquid and could result in a total loss to
the Company and its stockholders if the business
or opportunity proves to be unsuccessful. See Item 1
"Description of
Business."
10. The type of business acquired may be unprofitable or
present other
negative factors.
The type of business to be acquired may be one that
desires to avoid effecting its own public offering and
the accompanying expense, delays, uncertainties, and
federal and state requirements which purport to protect
investors. Because of the Company's limited capital, it
is more likely than not that any acquisition by the
Company will involve other parties whose primary interest
is the acquisition of control of a publicly traded
company. Moreover, any business opportunity acquired may
be currently unprofitable or present other negative
factors.
11. The Company may not be able to conduct an exhaustive
investigation
and analysis of potential business opportunities.
The Company's limited funds and the lack of full-time
management will likely make it impracticable to conduct a
complete and exhaustive investigation and analysis of a
business opportunity before the Company commits its
capital or other resources thereto. Management decisions,
therefore, will likely be made without detailed
feasibility studies, independent analysis, market surveys
and the like which, if the Company had more funds
available to it, would be desirable. The Company will be
particularly dependent in making decisions upon
information provided by the promoter, owner, sponsor, or
others associated with the business opportunity seeking
the Company's participation.
A significant portion of the Company's available funds
may be expended for investigative expenses and other
expenses related to preliminary aspects of completing an
acquisition transaction, whether or not any business
opportunity investigated is eventually acquired.
12. The Company may lack diversification.
It is anticipated that the Company will not be able
to diversify,
but will essentially be limited to one such venture
because of the
Company's limited financing. This lack of
diversification will not
permit the Company to offset potential losses from one
business
opportunity against profits from another, and should be
considered an
adverse factor affecting any decision to purchase the
Company's
securities.
The Company's probable inability to diversify its
activities into
more than one area will subject the Company to economic
fluctuations within a particular business or industry and
therefore increase the risks associated with the
Company's operations.
13. The Company may have to rely upon unaudited financial
statements of
a potential business opportunity.
The Company generally will require audited financial
statements from companies that it proposes to acquire.
It is possible, however, that audited financials will not
immediately be available to the Company, thereby
increasing the risk that potential investors could lose
their entire investment. In cases where audited
financials are unavailable, the Company will have to rely
upon unaudited information received from target
companies' management that has not been audited by
outside auditors. The lack of the type of independent
verification which audited financial statements would
provide, increases the risk that the Company, in
evaluating an acquisition with such a target company,
will not have the benefit of full and accurate
information about the financial condition and operating
history of the target company. This risk increases the
prospect that the acquisition of such a company might
prove to be an unfavorable one for the Company or the
holders of the Company's securities.
Moreover, the Company will be subject to the reporting
provisions of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and thus will be required
to furnish certain information about significant
acquisitions, including audited financial statements for
any business that it acquires.
Consequently, acquisition prospects that do not have, or
are unable to provide reasonable warranties that they
will be able to obtain, the required audited statements
would not be considered by the Company to be appropriate
for acquisition so long as the reporting requirements of
the Exchange Act are applicable. Should the Company,
during the time it remain subject to the reporting
provisions of the Exchange Act, complete an acquisition
of an entity for which audited financial statements prove
to be unobtainable, the Company would be exposed to
enforcement actions by the Securities and Exchange
Commission (the "Commission") and to corresponding
administrative sanctions, including permanent injunctions
against the Company and its management. The legal and
other costs of defending a Commission enforcement action
are likely to have material, adverse consequences for the
Company and its business.
The imposition of administrative sanctions would subject
the Company to further adverse consequences.
In addition, the lack of audited financial statements
would prevent the
securities of the Company from becoming eligible for
listing on NASDAQ, the automated quotation system
sponsored by the National Association of Securities
Dealers, Inc., or on any existing stock exchange.
Moreover, the lack of such financial statements is likely
to discourage broker-dealers from becoming or continuing
to serve as market makers in the securities of the
Company. Without audited financial statements, the
Company would almost definitely be unable to offer
securities under a registration statement pursuant to the
Securities Act of 1933, and the ability of the Company to
raise capital would be significantly
limited until such financial statements were to become
available.
14. Government, State or Local regulations may limit the
Company's
business opportunities.
An acquisition made by the Company may be of a business
that is subject to regulation or licensing by federal,
state, or local authorities. Compliance with such
regulations and licensing can be expected to be a time-
consuming, expensive process and may limit other
investment opportunities of the Company.
15. There will be a limited participation by Management
in the daily
operations of the Company.
The Company currently has one individual who is serving
as its sole
officer and director. The Company will be heavily
dependent upon his
skills, talents, and abilities to implement its business
plan, and may, from time to time, find that the inability
of the officer and director to devote his full time
attention to the business of the Company results in a
delay in progress toward implementing its business plan.
Furthermore, since only one individual is serving as the
officer and director of the Company, it will be entirely
dependent upon his experience in seeking, investigating,
and acquiring a business and in making decisions
regarding the Company's operations.
See "Management." Because investors will not be able to
evaluate the merits of possible business acquisitions by
the Company, they should critically assess the
information concerning the Company's officer and director.
16. There is a lack of continuity in the Management of
the Company.
The Company does not have an employment agreement with
its officer and
director. A decision by the Company's officer and
director to discontinue management of the Company could
result in the loss of a potential investor's entire
investment. In connection with acquisition of a business
opportunity, it is likely the current officer and
director of the Company may resign. A decision to resign
will be based upon the identity of the business
opportunity and the nature of the transaction, and is
likely to occur without the vote or consent of the
stockholders of the Company.
17. The Company's required indemnification of its Officer
and Director
may negatively impact its operation.
The Company's Articles of Incorporation provide for the
indemnification of its directors, officers, employees,
and agents, under certain circumstances, against
attorney's fees and other expenses incurred by them in
any litigation to which they become a party arising from
their association with or activities on behalf of the
Company. The Company will also bear the expenses of such
litigation for any of its directors, officers, employees,
or agents, upon such person's promise to repay the
Company therefor if it is ultimately determined that any
such person shall not have been entitled to
indemnification. This indemnification policy could
result in substantial expenditures by the Company which
it will be unable to recoup.
18. The Company's Directors have potentially limited
liability.
The Company's Articles of Incorporation exclude personal
liability of its directors to the Company and its
stockholders for monetary damages for breach of fiduciary
duty except in certain specified circumstances.
Accordingly, the Company will have a much more limited
right of action against its directors than otherwise
would be the case. This provision does not affect the
liability of any director under federal or applicable
state securities laws.
19. The Company may have to depend upon Outside Advisors.
To supplement the business experience of its officer and
director, the
Company may be required to employ accountants, technical
experts, appraisers, attorneys, or other consultants or
advisors. The selection of any such advisors will be
made by the Company's President without any input from
stockholders. Furthermore, it is anticipated that such
persons may be engaged on an "as needed" basis without a
continuing fiduciary or other obligation to the Company.
20. The Company may engage in a highly risky leveraged
transaction.
There is a possibility that any acquisition of a business
opportunity by the Company may be leveraged, i.e., the
Company may finance the acquisition of the business
opportunity by borrowing against the assets of the
business opportunity to be acquired, or against the
projected future revenues or profits of the business
opportunity. This could increase the Company's exposure
to larger losses. A business opportunity acquired
through a leveraged transaction is
profitable only if it generates enough revenues to cover
the related debt and expenses. Failure to make payments
on the debt incurred to purchase the business opportunity
could result in the loss of a portion or all of the
assets acquired. Acquiring a business opportunity
through a leveraged transaction has inherent risks, that
could easily result in the loss of a potential investor's
entire investment.
21. Significant competition may impair the Company's
ability to locate
the best available business opportunity.
The search for potentially profitable business
opportunities is intensely competitive. The Company
expects to be at a disadvantage when competing with many
firms that have substantially greater financial and
management resources and capabilities than the Company.
These competitive conditions will exist in any industry
in which the Company may become interested.
22. There are no foreseeable dividends for the Company's
shareholders.
The Company has not paid dividends on its Common Stock
and does not anticipate paying such dividends in the
foreseeable future.
23. The Company's present Management and Stockholders may
lose control.
The Company may consider an acquisition in which the
Company would issue as consideration for the business
opportunity to be acquired an amount of the Company's
authorized but unissued Common Stock that would, upon
issuance, represent the great majority of the voting
power and equity of the Company. The result of such an
acquisition would be that the acquired company's
stockholders and management would control the Company,
and the Company's management could be replaced by persons
unknown at this time. Such a merger would result in a
greatly reduced percentage of ownership of the Company by
its current shareholders. In addition, the Company's
President could sell his control block of stock at a
premium price to the acquired company's stockholders.
24. There is no public trading market for the Company's
common stock.
There is no public market for the Company's common stock;
it is possible that such a market will not ever develop
and that a shareholder might not ever be able to
liquidate his investment. If a market should develop,
the price may be highly volatile. Factors such as those
discussed in this "Risk Factors" section may have a
significant impact upon the market price of the
securities offered hereby. Owing to the low price of the
securities, many brokerage
firms may not be willing to effect transactions in the
securities. Even if a purchaser finds a broker willing
to effect a transaction in these securities, the
combination of brokerage commissions, state transfer
taxes, if any, and any other selling costs may exceed the
selling price. Further, many lending institutions will
not permit the use of such securities as collateral for
any loans.
25. Affiliates and their successors/assigns may have
exposure and risk
if re-selling securities pursuant to Rule 144.
All of the outstanding shares of Common Stock held by
present stockholders are "restricted securities" within
the meaning of Rule 144 under the Securities Act of 1933,
as amended.
As restricted shares, these shares may be resold only
pursuant to an effective registration statement or under
the requirements of Rule 144 or other applicable
exemptions from registration under the Act and as
required under applicable state securities laws. Rule
144 provides in essence that a person who has held
restricted securities for a prescribed period may, under
certain
conditions, sell every three months, in brokerage
transactions, a number of shares that does not exceed the
greater of 1.0% of a company's outstanding common stock
or the average weekly trading volume during the four
calendar weeks prior to the sale. As a result of
revisions to Rule 144 which became effective on or about
April 29, 1997, there will be no limit on the amount of
restricted securities that may be sold by a nonaffiliate
after the restricted securities have been held by the
owner for a period of two years. A sale under Rule 144
or under any other exemption from the Act, if available,
or pursuant to subsequent registrations of shares of
Common Stock of present
stockholders, may have a depressive effect upon the price
of the Common Stock in any market that may develop.
Of the total 1,000,000 shares of common stock held by
present stockholders of the Company, 1,000,000 shares
were issued pursuant to Rule 701, and may become
available for re-sale under Rule 144 at some time after
the filing of an effective registration statement by the
Company. However, recent correspondence directed from
the Commission to the FINRA suggests that Rule 144 sales
by affiliates or their successors/assigns will generally
not be afforded an opportunity to rely on Rule 144 for
"safe harbor" re-selling under such rule and will most
likely only be able to transfer such securities pursuant
to an effective registration statement filed under the
Securities
Act of 1933 (the "Act"). Specifically, the S.E.C., in a
January 21, 2000, letter to Mr. Ken Worm of the NASD, has
expressed the view that promoters and affiliates of
blank-check companies are "underwriters", within the
meaning of the '33 Act. Accordingly, securities acquired
by non-affiliates from the promoters or affiliates of the
Company could not be resold prior to registration under
the Act.
26. Blue Sky considerations may negatively impact the
Company's ability
to sell or transfer its securities or to establish
secondary trading markets.
Because the securities registered hereunder have not been
registered for resale under the blue sky laws of any
state, the holders of such shares and persons who desire
to purchase them in any trading market that might develop
in the future, should be aware that there may be
significant state blue-sky law restrictions upon the
ability of investors to sell the securities and of
purchasers to purchase the securities. Some
jurisdictions may not under any circumstances allow the
trading or resale of blind-pool or "blank- check"
securities. Accordingly, investors should consider the
secondary market for the Company's securities to be a
limited one.
27. Existing shareholders are likely to experience
significant dilution of their ownership percentage, in
any business combination in which the
Company may enter into, and existing minority
shareholders are unlikely to have a role in determining
the new directors and management of the Company.
Insofar as a business combination involving the Company
will likely entail the issuance of authorized, but
currently unissued, shares of the Company's common stock,
existing shareholders may find their equity position
significantly diluted. Any business combination
involving the Company is likely to include the issuance
of additional shares of the Company's common stock to the
shareholders of the target company, in exchange for an
equity position in the surviving entity for existing
shareholders of the Company. The issuance of substantial
additional securities and their potential sale into any
trading market that might develop in the Company's
securities may have a depressive effect upon such market.
Also, the equity percentage held by shareholders in the
surviving entity will likely be considerably lower than
that held in the Company presently. As part of such a
transaction, the Company's existing directors may resign
and new directors may be appointed
without any vote by stockholders.
28. Any business combination entered into by the Company
could result in a taxable gain to current shareholders of
the Company's stock.
A business combination entered into by the Company could
likely result in a taxable event to existing shareholders
of the Company's common stock. In the event that current
shareholders of the Company's common stock receive
consideration for their shares above the value of their
original investment, in a business combination entered
into by the Company, they will incur a taxable gain.
29. Certain adverse effects on the Company could result
from a determination by the S.E.C. that the Company is
subject to the regulatory provisions of the Investment
Company Act of 1940.
A determination by the S.E.C. that the Company is an
"investment company", could impose especially onerous
reporting and other requirements upon the Company's
management, which could seriously impede the Company's
ability to enter into a business combination with another
company, given the relatively limited resources of the
Company at the present time. It should be noted that
management strongly believes that the Company does not
qualify as an "investment company", as that term is
defined in the 1940 Act.
The Investment Company Act also places certain
restrictions on our ability to take certain actions. We
may not alter or change our corporate objectives,
strategies or policies such that we cease to be a "blank
check" company. We would also be prohibited by the
Investment Company Act from knowingly participating in a
joint transaction, including a co-investment with an
affiliated person, including any of our directors, or any
entity managed or advised by any of them.
Shareholders have certain rights with regards to the
Company's management, in the event of breaches of certain
obligations including loyalty and the misappropriation of
a corporate opportunity. Shareholders may seek remedies
under several provisions of the 1933 and 1934 acts.
Sections 11 and 12 of the '33 Act help safeguard
investors against materially false statements in
Registration Statements (section 11); and against
materially false statements in prospectuses and other
communications (section 12). Remedies available under
these sections
include the reimbursement to the investor, by the company,
of the
consideration paid for the security minus any gain
received thereupon.
Investors are also protected by section 10(b) of the '34
Act, which
proscribes manipulative or deceptive practices in
connection with the
purchase or sale of a security; and by section 14(e) of
the '34 Act,
which proscribes material misstatements in connection
with proxies. As
many states, including Florida, have securities laws
modeled after
the '33 and '34 Acts, remedies may be available under
state law as well.
In any case, lawsuits under section 11 of the '33 Act may
be brought "at law or in equity, in any court of
competent jurisdiction".
It is anticipated that the Company's President may
actively negotiate or otherwise consent to the purchase
of a portion of his common stock as a condition to, or in
connection with, a proposed merger or acquisition
transaction. In this process, the Company's President
and may consider his own personal pecuniary benefit
rather than the best interests of other Company
shareholders, and the other Company shareholders are not
expected to be afforded the opportunity to approve or
consent to any particular stock buy-out transaction.
..
ITEM 2. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS.
General
The Registrant intends to seek to acquire assets or
shares of an entity actively engaged in business which
generates revenues, in exchange for its securities. The
Registrant has no particular acquisitions in mind and has
not entered into any negotiations regarding such an
acquisition. None of the Company's officers, directors,
promoters or affiliates have engaged in any preliminary
contact or discussions with any representative of any
other company regarding the possibility of an acquisition
or merger between the
Company and such other company as of the date of this
registration statement.
While the Company will attempt to obtain audited
financial statements of a target entity, there is no
assurance that such audited financial statements will be
available. The Board of Directors does intend to obtain
certain assurances of value of the target entity's assets
prior to consummating such a transaction, with further
assurances that an audited statement would be provided
within seventy-five days after closing of such a
transaction. Closing documents relative thereto will
include representations that the value
of the assets conveyed to or otherwise so transferred
will not materially differ from the representations
included in such closing documents.
The Company is filing this registration statement on
a voluntary basis because the primary attraction of the
Registrant as a merger partner or acquisition vehicle
will be its status as an SEC reporting company. Any
business combination or transaction will likely result in
a significant issuance of shares and substantial dilution
to present stockholders of the Registrant.
The Company has, and will continue to have, little
capital with which to provide the owners of business
opportunities with any significant cash or other assets.
However, management believes the Company will be able to
offer owners of acquisition candidates the opportunity to
acquire a controlling
ownership interest in a publicly registered company
without incurring the cost and time required to conduct
an initial public offering. The owners of the business
opportunities will, however, incur significant legal and
accounting costs in connection with the acquisition of a
business opportunity, including the costs of preparing
Form 8-K's, 10-K's or 10-K's, agreements and related
reports and documents. The Securities Exchange Act of
1934 (the "34 Act"), specifically requires that any
merger or acquisition candidate comply with all
applicable reporting requirements, which include
providing audited financial
statements to be included within the numerous filings
relevant to complying with the 34 Act. Nevertheless, the
officer and director of the Company has not conducted
market research and is not aware of statistical data
which would support the perceived benefits of a merger or
acquisition transaction for the owners of a business
opportunity.
As stated hereinabove, the Company will not acquire
or merge with any entity which cannot provide independent
audited financial statements within a reasonable period
of time after closing of the proposed transaction. The
Company is subject to all of the reporting requirements
included in the 34 Act. Included in these requirements
is the affirmative duty of the Company to file
independent audited financial statements as part of its
Form 8-K to be filed with the Securities and Exchange
Commission upon consummation of a merger or acquisition,
as well as the Company's audited financial statements
included in its annual report on Form 10-K. If such
audited financial
statements are not available at closing, or within time
parameters necessary to insure the Company's compliance
with the requirements of the 34 Act, or if the audited
financial statements provided do not conform to the
representations made by the candidate to be acquired in
the closing documents, the closing documents may provide
that the proposed transaction will be voidable, at the
discretion of the present management of the Company.
The Company's officer and shareholders have verbally
agreed that they will advance to the Company certain
additional funds which the Company needs for operating
capital and for costs in connection with searching for or
completing an acquisition or merger. These will
primarily consist of services rendered by the Company's
president, specifically S.E.C. compliance and the due
diligence required as a condition precedent to any
business combination. These persons have also agreed
that such advances will be made interest free without
expectation of repayment unless the owners of the
business which the Company acquires or merges with agree
to repay all or a portion of such advances. Such
repayment will in no way be a condition to the selection
of a target company. The Company will not borrow any
funds from anyone other than its current shareholders for
the purpose of repaying advances made by the shareholders,
and the Company will not borrow any funds to make any
payments to the Company's promoters, management or their
affiliates or associates.
Liquidity and Capital Resources
The Company remains in the development stage and,
since
inception, has experienced no significant change in
liquidity or capital resources or stockholder's equity.
The Company's balance sheet as of May 1, 2011, reflects a
current asset value of $0, and a
total asset value of $0.
The Company will carry out its plan of business as
discussed
above. The Company cannot predict to what extent its
liquidity and
capital resources will be diminished prior to the
consummation of a
business combination or whether its capital will be
further depleted by
the operating losses (if any) of the business entity
which the Company
may eventually acquire.
Results of Operations
During the period from April 28, 2011 (inception)
through
May 9 , 2011, the Company has engaged in no significant
operations other than organizational activities,
acquisition of capital
and preparation for registration of its securities under
the Securities
Exchange Act of 1934, as amended. No revenues were
received by
the Company during this period.
For the current fiscal year, the Company anticipates
incurring
a loss as a result of organizational expenses, expenses
associated with
registration under the Securities Exchange Act of 1934,
and expenses
associated with locating and evaluating acquisition
candidates. The
Company anticipates that until a business combination is
completed
with an acquisition candidate, it will not generate
revenues other than
interest income, and may continue to operate at a loss
after completing
a business combination, depending upon the performance of
the acquired business.
Basis of Reporting
The Company's financial statements are presented on a
going concern basis, which contemplates the realization
of assets and satisfaction of liabilities in the normal
course of business.
The Company has experienced a loss from operations as a
result of its
investment necessary to achieve its operating plan, which
is long-range
in nature. The Company incurred net losses from inception
to May 9,
2011, aggregating $2,000, has no revenue generating
operations and is in the development stage.
The Company's ability to continue as a going concern is
contingent upon its ability to secure additional
financing, increase ownership equity and develop
profitable operations. In addition, the Company's ability
to continue as a going concern must be considered in
light of the problems, expenses and complications
frequently encountered by entrance into established
markets and the competitive environment in which the
Company operates.
The Company is pursuing financing for its operations and
seeking additional
private investments. In addition, the Company is seeking
to find a merger candidate. Failure to secure such
financing or to raise additional equity capital or to
locate a merger candidate may result in the Company
having to discontinue its operations.
The financial statements do not include any adjustments
to reflect the
possible future effects on the recoverability and
classification of assets or the amounts and
classification of liabilities that may result from the
possible inability of the Company to continue as a going
concern.
Need for Additional Financing
The Company believes that its existing capital will
be
sufficient to meet the Company's cash needs, including
the costs of
compliance with the continuing reporting requirements of
the
Securities Exchange Act of 1934, as amended, for a period
of
approximately one year. Accordingly, in the event the
Company is
able to complete a business combination during this
period, it
anticipates that its existing capital will be sufficient
to allow it to
accomplish the goal of completing a business combination.
There is
no assurance, however, that the available funds will
ultimately prove
to be adequate to allow it to complete a business
combination, and
once a business combination is completed, the Company's
needs for
additional financing are likely to increase substantially.
INCOME TAXES
The Company accounts for income taxes in accordance
with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS 109") issued by the
Financial Accounting Standards Board ("FASB"), under
which deferred tax assets and liabilities are provided on
differences between the carrying amounts for financial
reporting and the tax basis of assets and liabilities for
income tax purposes using the enacted tax rates.
Under SFAS 109, deferred tax assets may be
recognized for temporary differences that will result in
deductible amounts in future periods. A valuation
allowance is recognized, if on the weight of available
evidence, it is more likely than not that some portion or
all of the deferred tax asset will not be realized.
NEW ACCOUNTING PRONOUNCEMENTS
Accounting Standards Codification
In June 2009, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 168, The FASB Accounting
Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles (the Codification). This
standard replaces SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles, and establishes
only two levels of U.S. generally accepted accounting
principles (GAAP), authoritative and nonauthoritative.
The FASB ASC has become the source of authoritative,
nongovernmental GAAP, except for rules and interpretive
releases of the SEC, which are sources of
authoritative GAAP for SEC registrants. All other
nongrandfathered, non-SEC accounting literature not
included in the Codification will become nonauthoritative.
This standard is effective for financial statements for
interim or annual reporting periods ending after
September 15, 2009. The adoption of the Codification
changed the Company's references to GAAP accounting
standards but did not impact the Company's results of
operations, financial position or liquidity.
Participating Securities Granted in Share-Based
Transactions
Effective May 1, 2011, the Company adopted a new
accounting standard included in ASC 260, Earnings Per
Share (formerly FASB Staff Position (FSP) Emerging Issues
Task Force (EITF) 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are
Participating Securities). The new guidance clarifies
that non-vested share-based payment awards that entitle
their holders to receive nonforfeitable dividends or
dividend equivalents before vesting should be considered
participating securities and included in basic earnings
per share. The Company's adoption of the new accounting
standard did not have a material effect on previously
issued or current earnings per share.
Business Combinations and Noncontrolling Interests
Effective May 1, 2011, the Company adopted a new
accounting standard
included in ASC 805, Business Combinations (formerly SFAS
No. 141(R),
Business Combinations). The new standard applies to all
transactions or other events in which an entity obtains
control of one or more businesses. Additionally, the new
standard requires the acquiring entity in a business
combination to recognize all (and only) the assets
acquired and liabilities assumed in the transaction;
establishes the acquisition-date fair value as the
measurement date for all assets acquired and liabilities
assumed; and requires the acquirer to disclose additional
information needed to evaluate and understand the nature
and financial effect of the business combination. The
Company's adoption of the new accounting standard did not
have a material effect on the Company's consolidated
financial statements.
Fair Value Measurement and Disclosure
Effective May 1, 2011, the Company adopted a new
accounting standard
included in ASC 820, Fair Value Measurements and
Disclosures (ASC 820)
(formerly FASB FSP No 157-2, Effective Date of FASB
Statement No. 157),
which delayed the effective date for disclosing all non-
financial assets and non-financial liabilities, except
for items that are recognized or disclosed at fair value
on a recurring basis (at least annually). This standard
did not have a material impact on the Company's
consolidated financial statements. In April 2009, the
FASB issued new guidance for determining when a
transaction is not orderly and for estimating fair value
when there has been a significant decrease in the volume
and level of activity for an asset or liability. The new
guidance, which is now part of ASC 820 (formerly FSP 157-
4, Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not
Orderly), requires disclosure of
the inputs and valuation techniques used, as well as any
changes in
valuation techniques and inputs used during the period,
to measure fair
value in interim and annual periods. In addition, the
presentation of the fair value hierarchy is required to
be presented by major security type as described in ASC
320, Investments - Debt and Equity Securities. The
provisions of the new standard were effective for interim
periods ending after June 15, 2009. The adoption of the
new standard on April 1, 2009 did not have a material on
the Company's consolidated financial statements.
In May 2011, the Company adopted a new accounting
standard included in ASC 820, (formerly FSP 107-1 and
Accounting Principles Board (APB) 28-1, Interim
Disclosures about Fair Value of Financial Instruments).
The new standard requires disclosures of the fair value
of financial instruments for interim reporting periods of
publicly traded companies in addition to the annual
disclosure required at year-end. The provisions of the
new standard were effective for the interim periods
ending after May 1, 2011. The Company's adoption of this
new accounting standard did not have a material effect on
the Company's consolidated financial statements.
In August 2009, the FASB issued new guidance relating to
the accounting for the fair value measurement of
liabilities. The new guidance, which is now part of ASC
820, provides clarification that in certain circumstances
in which a quoted price in an active market for the
identical liability is not available, a company is
required to measure fair value using one or more of the
following valuation techniques: the quoted price of the
identical liability when traded as an asset, the quoted
prices for similar liabilities or similar liabilities
when traded as assets, or another valuation technique
that is consistent with the principles of fair value
measurements. The new guidance clarifies that a company
is not required to include an adjustment for restrictions
that prevent the transfer of the liability and if an
adjustment is applied to the quoted price used in a
valuation technique, the result is a Level 2 or 3 fair
value measurement. The new guidance is effective for
interim and annual periods beginning after August 27,
2009. The Company's adoption of the new guidance did not
have a material effect on the Company's consolidated
financial statements Derivative Instruments and Hedging
Activities Effective January 1,
2009, the Company adopted a new accounting standard
included in ASC 815,
Derivatives and Hedging (SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities, an
amendment of SFAS No.133). The new accounting standard
requires enhanced disclosures about an entity's
derivative and hedging activities and is effective for
fiscal years and interim periods beginning after November
15, 2008. Since the new accounting standard only required
additional disclosure, the adoption did not impact the
Company's consolidated financial statements.
Other-Than-Temporary Impairments
In April 2009, the FASB issued new guidance for the
accounting for other-than- temporary impairments. Under
the new guidance, which is part of ASC 320, Investments
Debt and Equity Securities (formerly FSP 115-2 and 124-2,
Recognition and Presentation of Other-Than-Temporary
Impairments), and other-than-temporary impairment is
recognized when an entity has the intent to sell a debt
security or when it is more likely than not that an
entity will be required to sell the debt security before
its anticipated recovery in value. The new guidance does
not amend existing recognition and measurement guidance
related to other-than-temporary impairments of equity
securities and
is effective for interim and annual reporting periods
ending after June 15, 2009. The Company's adoption of the
new guidance did not have a material effect on the
Company's consolidated financial statements.
Subsequent Events
In May 2009, the FASB issued new guidance for subsequent
events. The new guidance, which is part of ASC 855,
Subsequent Events (formerly SFAS No. 165, Subsequent
Events) is intended to establish general standards of
accounting for and disclosure of events that occur after
the balance sheet date but before financial statements
are issued or are available to be issued. Specifically,
this guidance sets forth the period after the balance
sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial
statements, the circumstances under which an entity
should recognize events or transactions occurring after
the balance sheet date in its financial statements, and
the disclosures that an entity should make about events
or transactions that occurred after the balance sheet
date. The new guidance is effective for fiscal years and
interim periods ended after June 15, 2009 and will be
applied prospectively. The Company's adoption of the new
guidance did not have a material effect on the Company's
consolidated financial statements.
Accounting for the Transfers of Financial Assets
In June 2009, the FASB issued new guidance relating to
the accounting for transfers of financial assets. The new
guidance, which was issued as SFAS No. 166, Accounting
for Transfers of Financial Assets, an amendment to SFAS
No. 140, was adopted into Codification in December 2009
through the issuance of Accounting Standards Updated (ASU)
2009-16. The new standard eliminates the concept of a
qualifying special-purpose entity, changes the
requirements for derecognizing financial assets, and
requires additional disclosures in order to enhance
information reported to users of financial statements by
providing greater transparency about transfers of
financial assets, including securitization transactions,
and an entity's continuing involvement in and exposure to
the risks related to transferred financial assets. The
new guidance is effective for fiscal years beginning
after November 15, 2009. The Company will adopt the new
guidance in 2012 and is evaluating the impact it will
have to the Company's consolidated financial statements.
Accounting for Variable Interest Entities
In June 2009, the FASB issued revised guidance on the
accounting for variable interest entities. The revised
guidance, which was issued as SFAS No. 167, Amending FASB
Interpretation No. 46(R), was adopted into Codification
in December 2009 through the issuance of ASU 2009-17. The
revised guidance amends FASB Interpretation No. 46(R),
Consolidation of Variable Interest Entities, in
determining whether an enterprise has a controlling
financial interest in a variable interest entity. This
determination identifies the primary beneficiary of a
variable interest entity as the enterprise that has both
the power to direct the activities of a variable interest
entity that most significantly impacts the entity's
economic performance, and the obligation to absorb losses
or the right to receive benefits of the entity that could
potentially be significant to the variable interest
entity. The revised guidance requires ongoing
reassessments of whether an enterprise is the primary
beneficiary and eliminates the quantitative approach
previously required for determining the primary
beneficiary. The Company does not expect that the
provisions of the new guidance will have a material
effect on its consolidated financial statements.
Revenue Recognition
In October 2009, the FASB issued ASU 2009-13, Multiple-
Deliverable Revenue Arrangements. The new standard
changes the requirements for establishing separate units
of accounting in a multiple element arrangement and
requires the allocation of arrangement consideration to
each deliverable based on the relative selling price. The
selling price for each deliverable is based on vendor-
specific objective evidence (VSOE) if available, third-
party evidence if VSOE is not available, or estimated
selling price if neither VSOE or third-party evidence is
available. ASU 2009-13 is effective for revenue
arrangements entered into in fiscal years beginning on or
after June 15,
2010. The Company does not expect that the provisions of
the new guidance will have a material effect on its
consolidated financial statements.
Fair Value Measurements
In January 2010, the FASB issued ASU No. 2010-06, Fair
Value Measurements and Disclosures (ASC Topic 820)
Improving Disclosures About Fair Value Measurements. The
ASU requires new disclosures about transfers into and out
of Levels 1 and 2 and separate disclosures about
purchases, sales, issuances, and settlements relating to
Level 3 measurements. It also clarifies existing fair
value disclosures about the level of desegregation and
about inputs and valuation techniques used to measure
fair value. The new disclosures and clarifications of
existing disclosures are effective for the Company's
third quarter of fiscal year 2010, except for the
disclosures about purchases, sales, issuances, and
settlements relating to Level 3 measurements, which
are effective for the Company's first quarter of fiscal
year 2012. Other than requiring additional disclosures,
the adoption of this new guidance did not and will not
have a material impact on the Company's consolidated
financial statements.
Federal Income Tax Aspects of Investment in the Company
The discussion contained herein has been prepared by
the
Company and is based on existing law as contained in the
Code, amended United States Treasury Regulations
("Treasury Regulations"), administrative rulings and
court decisions as of the date of this Registration
Statement. No assurance can be given that future
legislative enactments, administrative rulings or court
decisions will not modify the legal basis for statements
contained in this discussion. Any such development may
be applied retroactively to transactions completed prior
to the date thereof, and could contain provisions having
an adverse affect upon the Company and the holders of the
Common Stock. In addition, several of the issues dealt
with in this summary are the subject of proposed and
temporary Treasury Regulations. No assurance can be
given that these regulations will be finally adopted in
their present form.
Basis in Common Stock
The tax basis that a Shareholder will have in his
Common Stock
will equal his cost in acquiring his Common Stock. If a
Shareholder acquires Common Stock at different times or
at different prices, he must maintain records of those
transactions so that he can accurately report gain or
loss realized upon disposition of the Common Stock.
Dividends on Common Stock
Distributions made by the Company with respect to
the Common
Stock will be characterized as dividends that are taxable
as ordinary income to the extent of the Company's current
or accumulated earnings and profits ("earnings and
profits"), if any, as determined for U.S. federal income
tax purposes. To the extent that a distribution on the
Common Stock exceeds the holder's allocable share of the
Company's earnings and profits, such distribution will be
treated first as a return of capital that will reduce the
holder's adjusted tax basis in such Common Stock, and
then as taxable gain to the extent the distribution
exceeds the holder's adjusted tax basis in such Common
Stock. The gain will generally be taxed as a long-term
capital gain if the holder's holding period for the
Common Stock is more than one year.
The availability of earnings and profits in future
years will depend on future profits and losses which
cannot be accurately predicted. Thus, there can be no
assurance that all or any portion of a distribution on
the Common Stock will be characterized as a dividend for
general income tax purposes. Corporate shareholders will
not be entitled to claim the dividends received deduction
with respect to distributions that do not qualify as
dividends. See the discussion regarding the dividends
received deduction below.
Redemption of Common Stock
The Company does not have the right to redeem any
Common Stock. However, any redemption of Common Stock,
with the consent of the holder, will be a taxable event
to the redeemed holder.
The Company does not believe that the Common Stock
will be treated as debt for federal income tax purposes.
However, in the event that the Common Stock is treated as
debt for federal tax purposes, a holder generally will
recognize gain or loss upon the redemption of the Common
Stock measured by the difference between the amount of
cash or the fair market value of property received and
the holder's tax basis in the redeemed Common Stock. To
the extent the cash or property received are attributable
to accrued interest, the holder may recognize ordinary
income rather than capital gain. Characterization of the
Common Stock as debt would also cause a variety of other
tax implications, some of which may be detrimental to
either the holders, the Company, or both (including, for
example, original issue discount treatment to the
Investors). Potential Investors should consult their tax
advisors as to the various ramifications of debt
characterization for federal income tax purposes.
Other Disposition of the Common Stock
Upon the sale or exchange of shares of Common Stock,
to or with a person other than the Company, a holder will
recognize capital gain or loss equal to the difference
between the amount realized on such sale or exchange and
the holder's adjusted basis in such stock. Any capital
gain or loss recognized will generally be treated as a
long-term capital gain or loss if the holder held such
stock for more than one year. For this purpose, the
period for which the Common Stock was held would be
included in the holding period of the Common Stock
received upon a conversion.
State, Local and Foreign Taxes
In addition to the federal income tax consequences
described above, prospective investors should consider
potential state, local and foreign tax consequences of an
investment in the Common Stock.
ITEM 3. PROPERTIES
The Company does not currently maintain an office or
any other facilities. It does currently maintain a
mailing address at 7402 Alabonson Suite 805, Houston,
Texas 77088, which is the mailing address of its legal
President. The Company pays no rent for the use of this
mailing address. The Company does not believe that it
will need to maintain an office at any time in the
foreseeable future in order to carry out its plan of
operations described herein. The Company's telephone
number is (281)-914-8636.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND
MANAGEMENT.
The following table sets forth as of May 1, 2011,
information with respect to the beneficial ownership of
the Company's outstanding Common Stock by (i) each
director and executive officer of the Company, (ii) all
directors and executive officers of the Company as a
group, and (iii) each shareholder who was known by the
Company to be the beneficial owner of more than 5% of the
Company's outstanding Common Stock. Except as otherwise
indicated, the persons or entities listed below have sole
voting and investment power with respect to all shares of
Common Stock beneficially owned by them.
Name and Address Number of
Percent of
Shares Owned Class
Owned
Beneficially
Darrell Calloway, (1) 1,000,000
0.0004%
7402 Alabonson Suite 805
Houston, TX 77088
All directors and executive
officers as a group (1 person) 1,000,000
0.0004%
(1) The person listed is the sole officer and director
of the Company.
Management has no plans to issue any additional
securities to management, promoters or their affiliates
or associates and will do so only if such issuance is in
the best interests of shareholders of the Company and
complies with all applicable federal and state securities
rules and regulations.
Although the Company has a very large amount of
authorized but unissued
common and preferred stock that may be issued without
further shareholder approval or notice, it is the
intention of the Company to avoid inhibiting certain
transactions with prospective acquisition or merger
candidates, based upon the perception by such candidate
that they may be engaged in a rapidly expanding industry
(i.e. Internet) and cannot afford to proxy shareholders
each time their management needs to authorize additional
shares.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICES
The director and executive officer currently serving
the
Company is as follows:
Name Age Positions
Held and Tenure
Darrell A. Calloway 49 President
and Director since
April 28,
2011
The director named above will serve until the first
annual meeting of the Company's stockholders. Thereafter,
directors will be elected for one-year terms at the
annual stockholders' meeting. Officers will hold their
positions at the pleasure of the board of directors,
absent any employment agreement, of which none currently
exists or is contemplated. There is no arrangement or
understanding between the sole director and officer of
the Company and any other person pursuant to which any
director or officer was or is to be selected as a
director or officer.
The sole director and officer of the Company will
devote his time to the Company's affairs on an "as
needed" basis. As a result, the actual amount of time
which he will devote to the Company's affairs is unknown
and is likely to vary substantially from month to month.
Biographical Information
Darrell Calloway
Darrell Calloway is a 1982 graduate of The University of
Alabama, with a double major Economics and Finance.
Darrell Calloway served in the United States Army from
June 1982 until October 1994 as a member of the 7th
Special Forces Group. Darrell Calloway was awarded
numerous awards and medals for service in 3 theaters of
action. Darrell Calloway held the position of an Infantry
Drill Instructor with the rank of Sergeant First Class
before the end of terminal service.
Darrell Calloway owns and operates Simply Comforting, Inc
a upscale catering company in Houston Texas.
Darrell Calloway along with partners from January 1995
until July 2000 owned and operated 5 Hi Line pre owned
motor vehicle dealerships in Birmingham AL and 1 in
Houston TX.
Indemnification of Officers and Directors
As permitted by Nevada law, the Company's Articles
of In-corporation provide that the Company will indemnify
its directors and officers against expenses and
liabilities they incur to defend, settle, or satisfy any
civil or criminal action brought against them on account
of their being or having been Company directors or
officers unless, in any such action, they are adjudged to
have acted with gross negligence or willful misconduct.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed
that, in the opinion of the
Securities and Exchange Commission, such indemnification
is against public policy as expressed in that Act and is,
therefore, unenforceable.
Exclusion of Liability
Pursuant to the Nevada Business Corporation Act, the
Company's Articles of Incorporation exclude personal
liability for its directors for monetary damages based
upon any violation of their fiduciary duties as directors,
except as to liability for any breach of the duty of
loyalty, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of
law, acts in violation of Nevada Business Corporation Act,
or any transaction from which a director receives an
improper personal benefit. This exclusion of liability
does not limit any right which a director may have to be
indemnified and does not affect any director's liability
under federal or applicable state securities laws.
Other Public Shell Activities
None
Conflicts of Interest
The sole officer and director of the Company will
devote only a small portion of his time to the affairs of
the Company, estimated to be no more than approximately
20 hours per month. There will be occasions when the
time requirements of the Company's business conflict with
the demands of his other business and investment
activities. Such conflicts may require that the Company
attempt to employ additional personnel. There is no
assurance that the services of such persons will be
available or that they can be obtained upon terms
favorable to the Company.
There is no procedure in place which would allow Mr.
Calloway to resolve potential conflicts in an arms-length
fashion. Accordingly, he will be required to use his
discretion to resolve them in a manner which he considers
appropriate.
The Company's sole officer and director may actively
negotiate or otherwise consent to the purchase of a
portion of his common stock as a condition to, or in
connection with, a proposed merger or acquisition
transaction. It is anticipated that a substantial
premium over the initial cost of such shares may be paid
by the purchaser in conjunction with any sale of shares
by the Company's officer and director which is made as a
condition to, or in connection with, a proposed merger or
acquisition transaction. The fact that a substantial
premium may be paid to the Company's sole officer and
director to acquire his shares creates a potential
conflict of interest for him in satisfying his fiduciary
duties to the Company and its other shareholders. Even
though such a sale could result in a substantial profit
to him, he would be legally required to make the decision
based upon the best interests of the Company and the
Company's other shareholders, rather than his own
personal pecuniary benefit.
ITEM 6. EXECUTIVE COMPENSATION
At the time of his appointment to the Company's
board, its Director, Darrell Calloway received 1,000,000
shares of Common Stock valued at $0.001 per share in
consideration for pre-incorporation services rendered to
the Company related to investigating and developing the
Company's proposed business plan and capital structure,
and completion of the incorporation and organization of
the Company. In previous "blank-check" corporate
transactions, Mr. Calloway received shares of the Unique
Mortgage & Realty, Inc corporations for pre-incorporation
services, but received no other legal or consulting fees
from these companies. No officer or director has
received any other remuneration. Although there is no
current plan in existence, it is possible that the
Company will adopt a plan to pay or accrue compensation
to its sole officer and director for services related to
seeking business opportunities and completing a merger or
acquisition transaction. See "Certain Relationships and
Related Transactions." The Company has no stock option,
retirement, pension, or profit-sharing programs for the
benefit of directors, officers or other employees, but
the Board of Directors may recommend adoption of one or
more such programs in the future.
It is possible that, after the Company successfully
consummates a merger or acquisition with an unaffiliated
entity, that entity may desire to employ or retain one or
more members of the Company's management for the purposes
of providing services to the surviving entity, or
otherwise provide other compensation to such persons.
However, the Company has adopted a policy whereby the
offer of any post-transaction remuneration to members of
management will not be a consideration in the Company's
decision to undertake any proposed transaction. Each
member of management has agreed to disclose to the
Company's Board of Directors any discussions concerning
possible compensation to be paid to them by any entity
which proposes to undertake a transaction with the
Company and further, to abstain from voting on such
transaction. Therefore, as a practical matter, if each
member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or
acquisition candidate, the proposed transaction will not
be approved by the Company's Board of Directors as a
result of the inability of the Board to affirmatively
approve such a transaction.
No member of management of the Company will receive any
finders? fee, either directly or indirectly, as a result
of their respective efforts to implement the Company's
business plan outlined herein. Also, there are no plans,
proposals, arrangements or understandings with respect to
the sale or issuance of additional securities by the
Company prior to the location of an acquisition or merger
candidate. Please also see Item I, Description of
Business-General for information regarding the seeking
out and selection of a target company, addressing matters
such as the manner of solicitation of potential investors,
the approximate number of persons who will be contacted
or solicited, their relationships to the Company's
management, etc.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND
DIRECTOR INDEPENDENCE
There is no public market for DAS Global Capital
Common Stock. The DAS Global Capital Common Stock may be
traded in the over-the counter market in the near future,
however, there can be no assurance as to the price at
which trading in DAS Global Capital Common Stock will
occur.
With respect to financial and other information
relating to DAS Global Capital Corp, Darrell Calloway,
whose mailing address is 7402 Alabonson Suite 805,
Houston, Texas, 77088, will file annual and periodic
reports with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934. Copies
of such reports may be inspected by anyone without charge
at the public reference facilities maintained by the
Commission at 100 F Street, N.E., Washington D.C. 20549,
and copies may be obtained from the Commission at
prescribed rates. The public may obtain information on
the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. Additionally, the
Commission maintains an Internet site that contains
reports, proxy and information statements, and other
information regarding issuers that file electronically
with the Commission at http://www.sec.gov. Any requests
for information from the Company should be directed to
the President of Das Global Capital Corp, address 7402
Alabonson Suite 805, Houston, Texas 77088.
Prior to the date of this Registration Statement,
the Company issued to its officer and director a total of
1,000,000 shares of Common Stock for a total services
valued at $1,000. Certificates evidencing the Common
Stock issued by the Company to this person have all been
stamped with a restrictive legend, and are subject to
stop transfer orders by the Company. For additional
information concerning restrictions that are imposed upon
the securities held by current stockholders, and the
responsibilities of such stockholders to comply with
federal securities laws in the disposition of such Common
Stock, see "Risk Factors -Rule 144 Sales."
No officer, director, promoter, or affiliate of the
Company has or proposes to have any direct or indirect
material interest in any asset proposed to be acquired by
the Company through security holdings, contracts, options,
or otherwise.
Although there is no current plan in existence, it
is possible that the Company will adopt a plan to pay or
accrue compensation to its sole officer and director for
services related to seeking business opportunities and
completing a merger or acquisition transaction.
The Company maintains a mailing address at the
office of its legal counsel, but otherwise does not
maintain an office. As a result, it pays no rent and
incurs no expenses for maintenance of an office and does
not anticipate paying rent or incurring office expenses
in the future.
Although management has no current plans to cause
the
Company to do so, it is possible that the Company may
enter into an agreement with an acquisition candidate
requiring the sale of all or a portion of the Common
Stock held by the Company's current stockholders to the
acquisition candidate or principals thereof, or to other
individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or
requiring the future employment of specified officers and
payment of salaries to them. It is more likely than not
that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a
price substantially higher than that originally paid by
such stockholders. Any payment to current stockholders
in the context of an acquisition involving the Company
would be determined entirely by the largely unforeseeable
terms of a future agreement with an unidentified business
entity.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any pending legal
proceedings, and no such proceedings are known to be
contemplated.
No director, officer or affiliate of the Company and
no owner of record or beneficial owner of more than 5.0%
of the securities of the Company, or any associate of any
such director, officer or security holder is a party
adverse to the Company or has a material interest adverse
to the Company in reference to pending litigation.
ITEM 9. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
No public trading market exists for the Company's
securities and all of its outstanding securities are
restricted securities as defined in Rule 144. There were
1 (one) holders of record of the Company's common stock
on May 1, 2011. No dividends have been paid to date and
the Company's Board of Directors does not anticipate
paying dividends in the foreseeable future.
The Company does not plan to take affirmative steps
to request or encourage any broker-dealer to act as a
market maker for the Company's securities. There are to
date no understandings, agreements or discussions in
place with any such broker-dealer. Although management
has set forth disclosure throughout this registration
statement indicating it would consider the public
"trading" of its securities if such activity was in the
best interests of its shareholders, it presently has no
plans to do so.
(a) MARKET PRICE. The Registrant's Common Stock is
not quoted at the present time.
Effective August 11, 1993, the Securities and
Exchange Commission adopted Rule 15g-9, which established
the definition of a "penny stock," for purposes relevant
to the Company, as any equity security that has a market
price of less than $5.00 per share or with an exercise
price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or
dealer approve a person's account for transactions in
penny stocks; and (ii) the broker or dealer receive from
the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny
stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or
dealer must (i) obtain financial information and
investment experience and objectives of the person; and
(ii) make a reasonable determination that the
transactions in penny stocks are suitable for that person
and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the
risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any
transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock
market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor
prior to the transaction. Disclosure also has to be made
about the risks of investing in penny stocks in both
public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the
registered representative, current quotations for the
securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing
recent price information for the penny stock held in the
account and information on the limited market in penny
stocks.
The Financial Industry Regulatory Authority (the
"FINRA"), which administers NASDAQ, has recently made
changes in the criteria for initial listing on the NASDAQ
Small Cap market and for continued listing. For initial
listing, a company must have net tangible assets of $4
million, market capitalization of $50 million or net
income of $750,000 in the most recently completed fiscal
year or in two of the last three fiscal years. For
initial listing, the common stock must also have a
minimum bid price of $4 per share, at least three market
makers in its stock, and at least 300 round lot share-
holders. In order to continue to be included on NASDAQ, a
company must maintain
$2,000,000 in net tangible assets and a $1,000,000 market
value of its publicly-traded securities. In addition,
continued inclusion requires two market-makers and a
minimum bid price of $1.00 per share, as well as 300
round lot holders of the company's securities.
The FINRA requirements for small-cap listings are
more stringent than those for the OTC BB (Over the
counter Bulletin Board) listings. Listing as an OTC BB
stock requires the filing of a Form 211 by a brokerage
firm. Stocks traded OTC BB are required to have audited
financial statements.
On October 7, 1998, the National Association of
Securities Dealers, Inc. ("NASD"), through its wholly-
owned subsidiary, the Nasdaq Stock Market, Inc. ("Nasdaq")
submitted to the Securities and Exchange
Commission ("SEC" or "Commission"), pursuant to Section
19(b) (1) of the
Securities Exchange Act of 1934 ("Exchange Act" or "Act")
\1\ and Rule
19b-4 thereunder,\2\ proposed amendments to FINRA Rules
6530 and 6540 to limit quotations on the OTC Bulletin
Board- ("OTCBB") to the securities of issuers that are
current in their reports filed with the SEC or other
regulatory authority, and to prohibit a member from
quoting a security on the OTCBB unless the issuer has
made current filings, respectively.
- - -----------------------------------------------------
--------------------
\1\ 15 U.S.C. 78s (b) (1).
\2\ 17 CFR 240.19b-4.
- - -----------------------------------------------------
--------------------
The OTCBB provides a real-time quotation medium that
FINRA member firms can use to enter, update, and retrieve
quotation information (including
unpriced indications of interest) for equity securities
traded over-the-counter that are neither listed on Nasdaq
nor on a primary national securities exchange. Eligible
securities include national, regional, and foreign equity
issues, warrants, units, Direct Participation Programs
("DPPs") \6\ and American Depositary Receipts ("ADRs")
\7\ not listed on any other U.S. national securities
market or exchange. Unlike Nasdaq or registered exchanges
where individual companies apply for listing on the
market--and must meet and maintain strict listing
standards--there are no listing standards for the OTCBB,
and there currently is no requirement that issuers of
securities on the OTCBB make current, publicly-available
reports with the SEC or other regulator. In fact, over
half of the companies that are currently quoted on the
OTCBB are not subject to any public reporting
requirements.
- - -----------------------------------------------------
--------------------
\6\ DPP's are securities offerings that permit investors
to directly participate in the cash flow and tax
consequences of the underlying investments. DPPs provide
for the ``flow through'' of tax results. Thus, gains and
losses are taxed to the investor not the issuer of the
security.
\7\ ADRs are receipts for shares of foreign corporations
that are held by U.S. banks and bought and sold in the
U.S. by investors, without utilizing overseas markets.
- - -----------------------------------------------------
--------------------
The proposed rule change was approved and ordered in an
effort to balance the benefits that the transparency of
the OTCBB provides with the public need for information
about the issuers being quoted. The FINRA is concerned
that where there is no public information available
regarding a security, the broad-based automated display
of quotations in that security creates an unjustified
perception of reliability. While the FINRA realizes that
the new rule may result in the lack of real-time
quotations for those securities that become ineligible
for the OTCBB, it believes that this loss is outweighted
by the benefit to investors who would, under the proposed
rule, have access to information about the companies in
which they may invest. In addition, transactions in
securities ineligible for the OTCBB are still subject to
real-time last sale trade reporting. These reports are
publicly disseminated through market data vendors on a
real-time basis.
To remain eligible for quotation on the OTCBB, an issuer
must remain current in its filings with the SEC or
applicable regulatory authority. A member is required to
inform the FINRA of the issuer's reporting schedule. Once
an issuer is delinquent in filing a required report (e.g.,
Form 10-K, Form 10-Q, Form 20-F, Insurance Company Annual
Statement, or call report), a security of the issuer may
continue to be quoted on the OTCBB for a 30 or 60
calendar day grace period from the due date of the report,
depending on the type of issuer. After the grace period,
quotations in the security of the delinquent issuer are
not permitted on the OTCBB. The Commission believes that
the Amendments are consistent with Section 15A of the Act
as it will protect investors and the public interest by
requiring issuers listed on the OTCBB to file reports
containing current financial information with the
Commission or appropriate regulatory agency. Specifically,
the Commission believes the proposal is consistent with
the requirements of
Section 15A (b) (6) and (11) of the Act.\16\ Section 15A
(b) (6) requires, among other things, that the
association's rules be designed to prevent fraudulent and
manipulative acts and practices, to promote just and
equitable principles of trade, to remove impediments to
and perfect the mechanism of a free and open market and a
national market system, and, in general, to protect
investors and the public interest.\17\ Section 15A(b)(11)
requires that the rules of the association be designed to
produce fair and informative quotations, to prevent
fictitious or misleading quotations, and to promote
orderly procedures for collecting, distributing, and
publishing quotations.\18\
- - -----------------------------------------------------
-------------------
\15\ 15 U.S.C. 78o-3.
\16\ 15 U.S.C. 78o-3(b) (6) and (11).
\17\ 15 U.S.C. 78o-3(b) (6).
\18\ 15 U.S.C. 78o-3(b) (11).
- - -----------------------------------------------------
-------------------
Market makers will not be permitted to quote OTCBB traded
securities unless the issuer has made current filings
with the appropriate regulatory agency. The filing
requirement ensures that companies trading on the OTCBB
market will have current, public information that
investors can access, from the appropriate regulatory
agency, when considering whether to invest in an OTCBB
traded security. Rule 6530 should provide investors in
OTCBB securities with more information on which to base
investment decisions. The Commission also believes that
limiting quotations on the OTCBB to the securities of
issuers that report to the SEC or applicable regulatory
authority may help to reduce fraud and manipulation. As a
result of the reporting requirement, financial data on
issuers is available and issuers that provide false or
misleading information in their required filings are
subject to liability for making those statements.\19\ The
Commission finds that Rule 6530 is consistent with the
Act because it will protect investors and the public
interest.\20\
- - -----------------------------------------------------
---------------------
\19\ See, e.g., SEC v. Savoy Industries, Inc., 587 F.2d
1149 (D.C. Cir. 1978),
cert denied, 440 U.S. 913 (1979); Exchange Act Rule 10b-5,
17 CFR 240.10b-5.
\20\ 15 U.S.C. 78o-3(b)(6).
- - -----------------------------------------------------
---------------------
Management intends to strongly consider undertaking
a transaction with any merger or acquisition candidate
which will allow the Company's securities to be traded
without the aforesaid limitations. However, there can be
no assurances that, upon a successful merger or
acquisition, the Company will qualify its securities for
listing on NASDAQ or some other national exchange, or be
able to maintain the maintenance criteria necessary to
insure continued listing. The failure of the Company to
qualify its securities or to meet the relevant
maintenance criteria after such qualification in the
future may result in the discontinuance of the inclusion
of the Company's securities on a national exchange. In
such events, trading, if any, in the Company's securities
may then continue in the non-NASDAQ over-the-counter
market. As a result, a shareholder may find it more
difficult to dispose of, or to obtain accurate quotations
as to the market value of, the Company's securities.
(b) HOLDERS. There are twenty (20) holders of the
Company's Common Stock. Prior to the date of this
Registration Statement, the Company issued to its officer
and director a total of 400,000 shares of Common Stock
for a total services valued at $400. The Company
anticipates that certain potential acquisition or merger
candidates might satisfy the NASDAQ Small Cap
requirements, but would need at least one hundred (100)
round-lot holders of their common stock.
Certificates evidencing the Common Stock issued by the
Company to these persons have all been stamped with a
restrictive legend, and are subject to stop transfer
orders by the Company. For additional information
concerning restrictions that are imposed upon the
securities held by current stockholders, and the
responsibilities of such stockholders to comply with
federal securities laws in the disposition of such Common
Stock.
The Company has taken the following action to ensure that
a public re-distribution of the Shares does not take
place:
(i) A "restrictive" legend will be placed on each stock
certificate issued to stockholders;
(ii) "Stop transfer" order instructions will be placed
on each stock
certificate issued;
(iii) Stockholders have been placed on notice that their
securities will need to be sold in compliance with Rule
144 of the Act, and may not be transferred otherwise;
(iv) Disclosure has been set forth throughout the Form
10 describing the above restrictions.
Redistribution - Rule 144
Rule 144 of the Securities Act lists criteria under
which restricted securities and securities held by
affiliates or control persons may be resold without
registration. The rule prevents the creation of public
markets in securities when the issuers have not made
adequate current information available to the public.
Preliminary Note to Securities Act Rule 144. The
requirements of Rule 144(b) through (i) include
provisions that:
1) Current public information be available regarding
the issuer of the securities;
2) At least one year elapse between the time the
securities are acquired from an issuer or affiliate
and
the date the securities are resold under the rule;
3) The amount of securities able to be sold is
limited,
depending on whether the sale is by an affiliate or
not;
4) The securities be sold in brokers' transactions
or
with a market maker;
5) Commission Form 144 be filed depending on the
size
of the transaction; and
6) The person filing the form has a bona fide
intention
to sell the securities within a reasonable time.
State Exemptions Following the Section 4(2) Exemption:
A number of states exempt from their registration
requirements offers and sales exempt from federal
registration by reason of Section 4(2) of the Securities
Act. That provision provides an exemption for
transactions not involving a public offering and
constitutes the issuer private placement exemption. The
exemption may explicitly refer to Section 4(2) of the
Securities Act or may exempt non-public offerings. Of
course, those jurisdictions without general securities
registration requirements, including Colorado, District
of Columbia, New York, and Nevada may also rely on the
Section 4(2) exemption.
(c) DIVIDENDS. The Registrant has not paid any
dividends to date,
and has no plans to do so in the immediate future.
ITEM III. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Not applicable.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
Since April 28, 2011 (the date of the Company's
formation), the Company has sold its Common Stock to the
persons listed in the table below in transactions
summarized as follows:
Name Date of Shares Aggregate
Purchase
Sale Purchase
Price
Price
per Share
Darrell Calloway 04/28/11 1,000,000 $1,000(1)
$0.001
(1) Consideration consisted of pre-incorporation
consulting services rendered to the Registrant related to
investigating and developing the
Registrant's proposed business plan and capital structure
and completing the organization and incorporation of the
Registrant.
With respect to the sales made, the Registrant
relied on Section 4(2) of the Securities Act of 1933, as
amended. No advertising or general solicitation was
employed in offering the shares. The securities were
offered for investment only and not for the purpose of
resale or distribution, and the transfer thereof was
appropriately restricted.
In general, under Rule 144, a person (or persons
whose shares are aggregated) who has satisfied a one year
holding period, under certain circumstances, may sell
within any three-month period a number of shares which
does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale.
Rule 144 also permits, under certain circumstances, the
sale of shares without any quantity limitation by a
person who has satisfied a two-year holding period and
who is not, and has not been for the preceding three
months, an affiliate of the Company.
Each of the sales listed above was made either for
cash or for services. Sales for which the consideration
was services were made in
reliance upon the exemption from registration provided by
Rule 701
adopted pursuant to Section 3(b) of the Securities Act of
1933. Sales for which the consideration was cash were
made in reliance upon the
exemption from registration offered by Section 4(2) of
the Securities Act of 1933. Based upon the
Preincorporation Consultation and Subscription Agreement
executed by the persons who acquired shares for services,
and the Subscription Agreement and Investment
Representations executed by persons who acquired shares
for cash, and based upon the pre-existing relationship
between the cash subscribers and the Company's sole
officer and director, the Company had reasonable grounds
to believe immediately prior to making an offer to the
private investors, and did in fact believe, when such
subscriptions were accepted, that such purchasers (1)
were purchasing for investment and not with a view to
distribution, and (2) had such knowledge and experience
in financial and business matters that they were capable
of evaluating the merits and risks of their investment
and were able to bear those risks. The purchasers had
access to pertinent information enabling them to ask
informed questions. The shares were issued without the
benefit of registration. An appropriate restrictive
legend is imprinted upon each of the certificates
representing such shares, and stop-transfer instructions
have been entered in the Company's transfer records. All
such sales were affected without the aid of underwriters,
and no sales commissions were paid.
ITEM 11. DESCRIPTION OF SECURITIES TO BE REGISTERED
Common Stock
The Company is authorized to issue 700,000,000
million shares of common stock, no par value, of which
1,000,000 shares are issued and outstanding as of May 1,
2011. All shares of common stock have equal rights and
privileges with respect to voting, liquidation and
dividend rights. Each share of common stock entitles the
holder thereof to
(i) One non-cumulative vote for each share held
of record on all matters submitted to a vote of the
stockholders;
(ii) To participate equally and to receive any and
all such dividends as may be declared by the Board of
Directors out of funds
legally available therefore; and
(iii) To participate pro rata in any distribution
of assets available for distribution upon liquidation of
the Company.
Stockholders of the Company have no preemptive
rights to acquire
additional shares of common stock or any other securities.
The common stock is not subject to redemption and carries
no subscription or conversion rights. All outstanding
shares of common stock are fully paid and non-assessable.
Preferred Stock
The Company's Articles of Incorporation authorize
the issuance of 500,000,000 shares of preferred stock.
The Board of Directors of the Company is authorized to
issue the preferred stock from time to time in series and
is further authorized to establish such series, to fix
and determine the variations in the relative rights and
preferences as between series, to fix voting rights, if
any, for each series, and to allow for the conversion of
preferred stock into Common Stock. No
preferred stock has been issued by the Company. The
Company anticipates that preferred stock may be utilized
in making acquisitions.
Transfer Agent
The Company is currently serving as its own transfer
agent, and plans to continue to serve in that capacity
until such time as management believes it is necessary or
appropriate to employ an independent transfer agent in
order to facilitate the creation of a public trading
market for the Company's securities. Since the Company
does not currently expect any public market to develop
for its securities until after it has completed a
business combination, it does not currently anticipate
that it will seek to employ an independent transfer agent
until it has completed such a transaction.
Reports to Stockholders
The Company plans to furnish its stockholders with
an annual report for each fiscal year containing
financial statements audited by its independent certified
public accountants. In the event the
Company enters into a business combination with another
company; it is the present intention of management to
continue furnishing annual reports to stockholders.
Additionally, the Company may, in its sole discretion,
issue unaudited quarterly or other interim reports to its
stockholders when it deems appropriate. The Company
intends to comply with the periodic reporting
requirements of the Securities Exchange Act of 1934 for
so long as it is subject to those requirements.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada Business Corporation Act provides that
any director or officer of a Nevada corporation may be
indemnified against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by
him in connection with or in defending any action, suit
or proceeding in which he is a party by reason of his
position, so long as it shall be determined that he
conducted himself in good faith and that he reasonably
believed that his conduct was in the corporation's best
interest. If a director or officer is wholly successful,
on the merits or otherwise, in connection with such
proceeding, such indemnification is mandatory.
The Company's articles of incorporation and bylaws
contain provisions which provide, among other things,
that the Company shall indemnify certain persons,
including officers and directors, against judgments,
fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any
action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not
opposed to the best interest of the Company, and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. As
to any action brought by or in the right of the Company,
such indemnification is limited to expenses (including
attorney's fees) actually and reasonably incurred in
connection with the defense or settlement of the case,
and shall not be made, absent court approval, if it was
determined that such person was liable for negligence or
misconduct in the performance of his duty to the Company.
The Articles of Incorporation and the Bylaws of the
Company, filed as Exhibits 3.1 and 3.2, respectively,
provide that the Company will indemnify its officers and
directors for costs and expenses incurred in connection
with the defense of actions, suits, or proceedings where
the officer or director acted in good faith and in a
manner he reasonably believed to be in the Company's best
interest and is a party by reason of his status as an
officer or director, absent a finding of negligence or
misconduct in the performance of duty.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
DAS Global Capital Corp
(A Development Stage Company)
April 30, 2011 Financial Statements (unaudited)
DAS Global Capital Corp
(A Development Stage Registrant)
BALANCE SHEET
May 9, 2011
ASSETS
Total Assets
$ -
LIABILITIES AND SHAREHOLDERS? DEFICIT
Total liabilities
-
Shareholders? Deficit:
Common shares ? authorized, 700,000,000 shares of
$.001
par value; issued and outstanding, 1,000,000
shares
1,000
Preferred shares ? authorized, 500,000,000 shares of
$.001 par
value; issued and outstanding, 1,000,000
1,000
Capital in excess of par value
-
Deficit accumulated during development stage
(2,000)
Total shareholders? deficit
-
Total Liabilities and Shareholders? Deficit
$
-
These accompanying notes are an integral part of these
financial statements.
SIMPLY COMFORTING INC.
(A Development Stage Registrant)
STATEMENT OF OPERATIONS
For the Period from April 28, 2011 (inception) to May 9,2011
Revenue
$ -
Expenses:
2,0
00
Net loss
$ (2,000)
Loss Per Share -
Basic and Diluted
$ -
Weighted average number of common shares
outstanding
0.0004%
These accompanying notes are an integral part of these
financial statements.
DAS Global Capital Corp
(A Development Stage Registrant)
STATEMENTS OF CHANGES IN STOCKHOLDERS? EQUITY
FOR THE PERIOD FROM APRIL 28, 2011 ( inception) TO MAY 9, 2011
Common Shares
Preferred Shares
Capital in
Deficit Accumulated
Excess of
During
Shares
Amount
Shares
Amount
Par Value
Development Stage
Total
Balance October 14, 2009
-
$ -
-
$ -
$ -
$ -
$ -
Shares issued for
services
1,000,00
0
1,000
1,000,00
0
1,000
-
-
2,000
Net loss for period
-
-
-
-
-
(2,000)
(2,000)
Balance December 31, 2010
1,000,00
0
1,000
1,000,00
0
1,000
-
(2,000)
-
These accompanying notes are an integral part of these
financial statements.
DAS Global Capital Corp
(A Development Stage Registrant)
STATEMENTS OF CASH FLOWS
For the Period from April 28, 2011 (inception) to May 9, 2011
CASH FLOWS FROM OPERATIONS:
Net loss
$ (2,000)
Adjustments required to reconcile net loss to net
cash
consumed by operations:
-
Charges not requiring outlay of cash:
Shares issued for organization expenses
2,000
Net Cash Consumed by Operating Activities
-
Net decrease (increase) in cash
-
Cash balance, beginning of period
-
Cash balance, end of period
$ -
These accompanying notes are an integral part of these
financial statements.
DAS Global Capital Corp
(A Development Stage Registrant)
NOTES TO FINANCIAL STATEMENTS
Note 1 ? Nature of Operations
DAS Global Capital Corp (a development stage company)
(the ?Registrant?) was incorporated in Nevada on April 28,
2011, with an objective to acquire, or merge with, an
operating business. As of May 9, 2011, the Registrant had
not yet commenced any operations.
The Registrant, based on proposed business activities, is
a ?blank check? company. The Securities and Exchange
Commission (?SEC?) defines such a company as ?a
development stage company? that has no specific business
plan or purpose, or has indicated that its business plan
is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or
person; has issued ?penny stock,? as defined in Rule
3a51-1 under the Securities Exchange Act of 1934. Many
states have enacted statutes, rules and regulations
limiting the sale of securities of ?blank check?
companies in their respective jurisdictions. Management
does not intend to undertake any efforts to cause a
market to develop in its securities, either debt or
equity, until the Registrant concludes a business
combination.
The Registrant was organized as a vehicle to investigate
and, if such investigation warrants, acquire a target
company or business seeking the perceived advantages of
being a publicly held corporation and, to a lesser extent
that desires to employ the Registrant?s funds in its
business. The Registrant?s principal business objective
for the next 12 months and beyond such time will be to
achieve long-term growth potential through a combination
with a business (?Business Combination?) rather than
immediate, short-term earnings. The Registrant will not
restrict its potential candidate target companies to any
specific business, industry or geographical location and,
thus, may acquire any type of business. The analysis of
new business opportunities will be undertaken by or under
the supervision of the officers and directors of the
Registrant.
Note 2 ? Significant Accounting Policies
Basis of presentation
The Registrant?s financial statements have been prepared
in accordance with accounting principles generally
accepted in the United States of America (?U.S. GAAP?).
Development Stage Registrant
The Registrant is a development stage company as defined
by section 810-10-20 of the FASB Accounting Standards
Codification. The Registrant is still devoting
substantially all of its efforts to establish the
business and its planned principal operations have not
commenced.
DAS Global Capital Corp
(A Development Stage Registrant)
NOTES TO FINANCIAL STATEMENTS
Note 2 - Significant Accounting Policies, continued
Use of estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the
United States requires management to make estimates and
assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements as
well as the reported amount of revenues and expenses
during the reporting period. Actual results could differ
from these estimates.
Due to the limited level of operations, the Registrant
has not had to make material assumptions or estimates.
Cash equivalents
The Registrant considers all highly liquid investments
with maturities of three months or less at the time of
purchase to be cash equivalents.
Fair value of financial instruments
The Registrant follows paragraph 825-10-50-10 of the FASB
Accounting Standards Codification for disclosures about
fair value of its financial instruments and paragraph
820-10-35-37 of the FASB Accounting Standards
Codification ("Paragraph 820-10-35-37") to measure the
fair value of its financial instruments. Paragraph 820-
10-35-37 establishes a framework for measuring fair value
in (U.S. GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability
in fair value measurements and related disclosures,
Paragraph 820-10-35-37 establishes a fair value hierarchy
which prioritizes the inputs to valuation techniques used
to measure fair value into three (3) broad levels. The
fair value hierarchy gives the highest priority to quoted
prices (unadjusted) in active markets for identical
assets or liabilities and the lowest priority to
unobservable inputs to the valuation methodology.
The three (3) levels of fair value hierarchy defined by
Paragraph 820-10-35-37 are described below:
Level 1
Quoted market prices available in active markets for
identical assets or liabilities as of the reporting date.
Level 2
Pricing inputs other than quoted prices in active markets
included in Level 1, which are either directly or
indirectly observable as of the reporting date.
Level 3
Pricing inputs that are generally unobservable inputs and
not corroborated by market data.
The Registrant does not have any assets or liabilities
measured at fair value on a recurring or a non-recurring
basis, consequently, the Registrant did not have any fair
value adjustments for assets and liabilities measured at
fair value at May 9, 2011, nor gains or losses are
reported in the statement of operations that are
attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at
the reporting date for the period from April 28, 2011
(inception) through May 9, 2011.
DAS Global Capital Corp
(A Development Stage Registrant)
NOTES TO FINANCIAL STATEMENTS
Note 2 - Significant Accounting Policies, continued
Income taxes
The Registrant follows Section 740-10-30 of the FASB
Accounting Standards Codification, which requires
recognition of deferred tax assets and liabilities for
the expected future tax consequences of events that have
been included in the financial statements or tax returns.
Under this method, deferred tax assets and liabilities
are based on the differences between the financial
statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the
differences are expected to reverse. Deferred tax assets
are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the
assets will not be realized. Deferred tax assets and
liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those
temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the
Statements of Operations in the period that includes the
enactment date.
The Registrant adopted section 740-10-25 of the FASB
Accounting Standards Codification ("Section 740-10-25").
Section 740-10-25 addresses the determination of whether
tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements.
Under Section 740-10-25, the Registrant may recognize the
tax benefit from an uncertain tax position only if it is
more likely than not that the tax position will be
sustained on examination by the taxing authorities, based
on the technical merits of the position. The tax benefits
recognized in the financial statements from such a
position should be measured based on the largest benefit
that has a greater than fifty percent (50%) likelihood of
being realized upon ultimate settlement. Section 740-10-
25 also provides guidance on de-recognition,
classification, interest and penalties on income taxes,
accounting in interim periods and requires increased
disclosures. The Registrant had no liabilities for
unrecognized income tax benefits according to the
provisions of Section 740-10-25.
Net loss per common share
Net loss per common share is computed pursuant to section
260-10-45 of the FASB Accounting Standards Codification.
Basic net loss per share is computed by dividing net loss
by the weighted average number of shares of common stock
outstanding during the period. Diluted net loss per share
is computed by dividing net loss by the weighted average
number of shares of common stock and potentially
outstanding shares of common stock during each period.
Recently issued accounting standards
Management does not believe that any recently issued
accounting pronouncements, whether effective or not if
adopted, would have a material effect on the accompanying
financial statements.
Note 3 - Related Party Transaction
The Registrant has been provided office space by its
management at no cost. Management determined that such
cost is nominal and did not recognize rent expense in the
accompanying financial statements.
On April 28, 2011, the Registrant issued an aggregate of
1,000,000 shares of Common Stock and 1,000,000 share of
Preferred Stock to Darrell Calloway for an aggregate
purchase price equal to $2,000, pursuant to the terms and
conditions set forth in that certain common stock
purchase agreement (the ?Common Stock Purchase
Agreement?).
- -
DAS Global Capital Corp
(A Development Stage Registrant)
NOTES TO FINANCIAL STATEMENTS
Note 4 ? Going Concern
The accompanying financial statements have been prepared
assuming that the Registrant will continue as a going
concern. As reflected in the accompanying financial
statements, the Registrant has had no revenues and no
operations since inception. Those conditions raise
substantial doubt about the Registrant?s ability to
continue as a going concern. While the Registrant is
attempting to commence operations and generate revenues,
the Registrant's may not have sufficient capital or
access to capital to pay for costs and expenses that it
will incur. Management intends to raise additional funds
by way of a public or private offering. There can be no
assurance that the Registrant will be able to raise
additional funds. The ability of the Registrant to
continue as a going concern is dependent upon the
Registrant's ability to raise additional funds and to
implement its business plan. The financial statements do
not include any adjustments that might be necessary if
the Registrant is unable to continue as a going concern.
Business Combinations and Noncontrolling Interests
Effective May 1, 2011, the Company adopted a new
accounting standard
included in ASC 805, Business Combinations (formerly SFAS
No. 141(R),
Business Combinations). The new standard applies to all
transactions or other events in which an entity obtains
control of one or more businesses. Additionally, the new
standard requires the acquiring entity in a business
combination to recognize all (and only) the assets
acquired and liabilities assumed in the transaction;
establishes the acquisition-date fair value as the
measurement date for all assets acquired and liabilities
assumed; and requires the acquirer to disclose additional
information needed to evaluate and understand the nature
and financial effect of the business combination. The
Company?s adoption of the new accounting standard did not
have a material effect on the Company's consolidated
financial statements.
Effective May 1, 2011, the Company adopted a new
accounting standard included in ASC 810, Consolidations
(formerly SFAS 160, Noncontrolling
Interests in Consolidated Financial Statements). The new
accounting
standard establishes accounting and reporting standards
for the
noncontrolling interest (or minority interests) in a
subsidiary and for the deconsolidation of a subsidiary by
requiring all noncontrolling interests in subsidiaries be
reported in the same way, as equity in the consolidated
financial statements. As such, this guidance has
eliminated the diversity in accounting for transactions
between an entity and noncontrolling interests by
requiring they be treated as equity transactions. The
Company's adoption of this new accounting standard did
not have a material effect on the Company's consolidated
financial statements.
Fair Value Measurement and Disclosure
Effective May 1, 2011, the Company adopted a new
accounting standard included in ASC 820, Fair Value
Measurements and Disclosures (ASC 820) (formerly FASB FSP
No 157-2, Effective Date of FASB Statement No. 157),
which delayed the effective date for disclosing all non-
financial assets and non-financial liabilities, except
for items that are recognized or disclosed at fair value
on a recurring basis (at least annually). This standard
did not have a material impact on the Company's
consolidated financial statements.
In April 2009, the FASB issued new guidance for
determining when a transaction is not orderly and for
estimating fair value when there has been a significant
decrease in the volume and level of activity for an asset
or liability. The new guidance, which is now part of ASC
820 (formerly FSP 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability
Have Significantly Decreased and
Identifying Transactions That Are Not Orderly), requires
disclosure of the inputs and valuation techniques used,
as well as any changes in valuation techniques and inputs
used during the period, to measure fair value in interim
and annual periods. In addition, the presentation of the
fair value hierarchy is required to be presented by major
security type as described in ASC 320, Investments - Debt
and Equity Securities. The provisions of the new standard
were effective for interim periods ending after June 15,
2009. The adoption of the new standard on April 1, 2009
did not have a material on the Company's consolidated
financial statements.
In April 2009, the Company adopted a new accounting
standard included in ASC 820, (formerly FSP 107-1 and
Accounting Principles Board (APB) 28-1, Interim
Disclosures about Fair Value of Financial Instruments).
The new standard requires disclosures of the fair value
of financial instruments for interim reporting periods of
publicly traded companies in addition to the annual
disclosure required at year-end. The provisions of the
new standard were effective for the interim periods
ending after June 15, 2009. The Company's adoption of
this new accounting standard did not have a material
effect on the Company's consolidated financial statements.
In August 2009, the FASB issued new guidance relating to
the accounting for the fair value measurement of
liabilities. The new guidance, which is now part of ASC
820, provides clarification that in certain circumstances
in which a quoted price in an active market for the
identical liability is not available, a company is
required to measure fair value using one or more of the
following valuation techniques: the quoted price of the
identical liability when traded as an asset, the quoted
prices for similar liabilities or similar liabilities
when traded as assets, or another valuation technique
that is consistent with the principles of fair value
measurements. The new guidance clarifies that a company
is not required to include an adjustment for restrictions
that prevent the transfer of the liability and if an
adjustment is applied to the quoted price used in a
valuation technique, the result is a Level 2 or 3 fair
value measurement. The new guidance is effective for
interim and annual periods beginning after August 27,
2009. The Company's adoption of the new guidance did not
have a material effect on the Company's consolidated
financial statements.
Derivative Instruments and Hedging Activities
Effective May 1, 2011, the Company adopted a new
accounting standard included in ASC 815, Derivatives and
Hedging (SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, and an amendment of
SFAS No.133). The new accounting standard requires
enhanced disclosures about an entity's derivative and
hedging activities and is effective for fiscal years and
interim periods beginning after November 15, 2008. Since
the new accounting standard only required additional
disclosure, the adoption did not impact the Company's
consolidated financial statements.
Other-Than-Temporary Impairments
In April 2009, the FASB issued new guidance for the
accounting for other-than- temporary impairments. Under
the new guidance, which is part of ASC 320, Investments
Debt and Equity Securities (formerly FSP 115-2 and 124-2,
Recognition and Presentation of Other-Than-Temporary
Impairments), and other- than-temporary impairment is
recognized when an entity has the intent to sell a debt
security or when it is more likely than not that an
entity will be required to sell the debt security before
its anticipated recovery in value. The new guidance does
not amend existing recognition and measurement guidance
related to other-than-temporary impairments of equity
securities and is effective for interim and annual
reporting periods ending after June 15, 2009. The
Company's adoption of the new guidance did not have a
material effect on the Company's consolidated financial
statements.
Subsequent Events
In May 2009, the FASB issued new guidance for subsequent
events. The new guidance, which is part of ASC 855,
Subsequent Events (formerly SFAS No. 165, Subsequent
Events) is intended to establish general standards of
accounting for and disclosure of events that occur after
the balance sheet date but before financial statements
are issued or are available to be issued. Specifically,
this guidance sets forth the period after the balance
sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial
statements, the circumstances under which an entity
should recognize events or transactions occurring after
the balance sheet date in its financial statements, and
the disclosures that an entity should make about events
or transactions that occurred after the balance sheet
date. The new guidance is effective for fiscal years and
interim periods ended after June 15, 2009 and will be
applied prospectively. The Company's adoption of the new
guidance did not have a material effect on the Company's
consolidated financial statements.
Accounting for the Transfers of Financial Assets
In June 2009, the FASB issued new guidance relating to
the accounting for transfers of financial assets. The new
guidance, which was issued as SFAS No. 166, Accounting
for Transfers of Financial Assets, an amendment to SFAS
No. 140, was adopted into Codification in December 2009
through the issuance of Accounting Standards Updated (ASU)
2009-16. The new standard eliminates the concept of a
qualifying special-purpose entity, changes the
requirements for derecognizing financial assets, and
requires additional disclosures in order to enhance
information reported to users of financial statements by
providing greater transparency about transfers of
financial assets, including securitization transactions,
and an entity's continuing involvement in and exposure to
the risks related to transferred financial assets. The
new guidance is effective for fiscal years beginning
after November 15, 2009. The Company will adopt the new
guidance in 2010 and is evaluating the impact it will
have to the Company's consolidated financial statements.
Accounting for Variable Interest Entities
In June 2009, the FASB issued revised guidance on the
accounting for variable interest entities. The revised
guidance, which was issued as SFAS No. 167, Amending FASB
Interpretation No. 46(R), was adopted into Codification
in December 2009 through the issuance of ASU 2009-17. The
revised guidance amends FASB Interpretation No. 46(R),
Consolidation of Variable Interest Entities, in
determining whether an enterprise has a controlling
financial interest in a variable interest entity. This
determination identifies the primary beneficiary of a
variable interest entity as the enterprise that has both
the power to direct the activities of a variable interest
entity that most significantly impacts the entity's
economic performance, and the obligation to absorb losses
or the right to receive benefits of the entity that could
potentially be significant to the variable interest
entity. The revised guidance requires ongoing
reassessments of whether an enterprise is the primary
beneficiary and eliminates the quantitative approach
previously required for determining the primary
beneficiary. The Company does not expect that the
provisions of the new guidance will have a material
effect on its consolidated financial statements.
Revenue Recognition
In October 2009, the FASB issued ASU 2009-13, Multiple-
Deliverable Revenue Arrangements. The new standard
changes the requirements for establishing separate units
of accounting in a multiple element arrangement and
requires the allocation of arrangement consideration to
each deliverable based on the relative selling price. The
selling price for each deliverable is based on vendor-
specific objective evidence (VSOE) if available, third-
party evidence if VSOE is not available, or estimated
selling price if neither VSOE or third- party evidence is
available. ASU 2009-13 is effective for revenue
arrangements entered into in fiscal years beginning on or
after June 15, 2010. The Company does not expect that the
provisions of the new guidance will have a material
effect on its consolidated financial statements.
Fair Value Measurements
In January 2010, the FASB issued ASU No. 2010-06, Fair
Value Measurements and Disclosures (ASC Topic 820)
Improving Disclosures About Fair Value Measurements. The
ASU requires new disclosures about transfers into and out
of Levels 1 and 2 and separate disclosures about
purchases, sales, issuances, and settlements relating to
Level 3 measurements. It also clarifies existing fair
value disclosures about the level of disaggregation and
about inputs and valuation techniques used to measure
fair value. The new disclosures and clarifications of
existing disclosures are effective for the Company's
third quarter of fiscal year 2010, except for the
disclosures about purchases, sales, issuances, and
settlements relating to Level 3 measurements, which are
effective for the Company's first quarter of fiscal year
2012. Other than requiring additional disclosures, the
adoption of this new guidance did not and will not have a
material impact on the Company's consolidated financial
statements.
Note 2. Basis of Reporting
The Company's financial statements are presented on a
going concern basis, which contemplates the realization
of assets and satisfaction of liabilities in the normal
course of business.
The Company has experienced a loss from operations as a
result of its investment necessary to achieve its
operating plan, which is long-range in nature. The
Company incurred net losses from inception to May 1, 2011,
aggregating $2,000,has no revenue generating operations
and is in the development stage.
The Company's ability to continue as a going concern is
contingent upon its ability to secure additional
financing, increase ownership equity and develop
profitable operations. In addition, the Company's ability
to continue as a going concern must be considered in
light of the problems, expenses and complications
frequently encountered by entrance into established
markets and the competitive environment in which the
Company operates.
The Company is pursuing financing for its operations and
seeking additional private investments. In addition, the
Company is seeking to find a merger candidate. Failure to
secure such financing or to raise additional equity
capital or to locate a merger candidate may result in the
Company having to discontinue its operations.
The financial statements do not include any adjustments
to reflect the possible future effects on the
recoverability and classification of assets or the
amounts and classification of liabilities that may result
from the possible inability of the Company to continue as
a going concern.
Note 3. Stockholders' Equity
From inception to now May 1, 2011, the Company issued
1,000,000 shares
of common stock to its founders at $0.001 per share for
services.
From inception to now May 1, 2011, the Company issued
1,000,000 shares of common stock for services at $0.001
per share.
Note 4. Income Taxes
Deferred tax assets and liabilities are recorded based on
the differences between the tax bases of assets and
liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences.
Deferred tax assets and liabilities at the end of each
period are determined using the currently enacted tax
rates applied to taxable income in the periods in which
the deferred tax assets and liabilities are expected to
be settled or realized.
The provision for income taxes differs from the amount
computed by applying the statutory federal income tax
rate to income before provision for income taxes for the
year ended December 31, 2011. The sources and tax effects
of the differences are as follows:
Income tax provision at the federal statutory rate
34%
Effect of operating losses
(34)%
-----
0%
===
As of May 1, 2011, the Company has a net operating loss
carry forward of approximately $0. The principal
difference between the accumulated deficit for income tax
purposes and the accumulated deficit for financial
reporting purposes results from stock compensation and
contributed services.
ITEM 14 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND
FINANCIAL DISCLOSURE
N/A
ITEM 15 EXHIBITS
(b) Exhibits
3(a) Articles of Incorporation
3(b) Bylaws
4(a) Agreements Defining Certain Rights of
Shareholders
7 Not applicable
9 Not applicable
10(a) Pre-incorporation Consultation and
Subscription Agreement
11 Not applicable
14 Not applicable
16 Not applicable
21 Not applicable
23.1 Consent of Counsel, Gerard Werner, Esq.
24 Not applicable
28 Not applicable
99 Not applicable
ITEM 2. DESCRIPTION OF EXHIBITS
See Item I above.
SIGNATURES
In accordance with Section 12 of the Securities Exchange
Act of
1934, the registrant caused this registration statement
to be
signed on its behalf by the undersigned, thereunto duly
authorized.
DAS global Capital CORP
By: /s/ Darrell A Calloway
________________________________
Darrell A. Calloway
Chairman and Director
Date: May 9, 2011
ARTICLES OF INCORPORATION
OF
DAS Global Capital Corp.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned incorporator, being a natural
person of the age of eighteen (18) years or more, and
desiring to form a corporation under the laws of the
State of Nevada, does hereby sign, verify and deliver in
duplicate to the Secretary of State of the State of
Nevada these Articles of Incorporation.
ARTICLE I
NAME
The name of the corporation shall be DAS Global Capital
Corp.
ARTICLE II
PRINCIPAL OFFICE
The principal place of business is 1785 East Sahara Suite
490-876, Las Vegas, Nevada 89104.
ARTICLE III
PURPOSE
The purpose for which the corporation is organized is:
Business Development Company
ARTICLE IV
SHARES
The number of shares of stock authorized is:
700,000,000 common shares- no par value
500,000,000 preferred shares- no par value
ARTICLE V
INITIAL OFFICER/ DIRECTOR
Darrell Calloway shall serve as the Company's initial
director and President.
ARTICLE VI
REGISTERED AGENT
The name and Nevada street address of the registered
agent is:
Spiegel & Utrera P.A.
1785 East Sahara
Las Vegas, NV 89104
ARTICLE VII
INCORPORATOR
The name and address of the Incorporator is:
Darrell A. Calloway
7402 Alabonson Suite 805
Houston, TX 77088
- --------------------------------------------
BYLAWS
OF
DAS Global Capital Corp
ARTICLE I
OFFICES
Section 1.1 PRINCIPAL OFFICE. The principal office
of the corporation shall be located in the City of
Houston, Texas. The corporation may have such other
offices, either within or outside of the State of Nevada,
as the Board of Directors may designate, or as the
business of the corporation may require from time to time.
Section 1.2 REGISTERED OFFICE. The registered office
of the corporation, required by the Nevada Business
Corporation Act to be maintained in the State of Nevada,
may be, but need not be, identical with the principal
office. The company's registered agent within the State
of Nevada is Spiegel & Utrera P.A. 1785 East Sahara, Las
Vegas, Nevada 89104. The address of the registered
office/ registered agent may be changed from time to time
by the Board of Directors.
ARTICLE II
SHAREHOLDERS
Section 2.1 ANNUAL MEETING. The annual meeting of
the shareholders shall be held on the last Tuesday of
April in each year, commencing with the year 2012, at the
hour of 10:00 A.M., or at such other time on such other
day as shall be fixed by the Board of Directors, for the
purpose of electing directors and for the transaction of
such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal
holiday in the State of Nevada, such meeting shall be
held on the next succeeding business day. If the election
of directors shall not be held on the day designated
herein for any annual meeting of the shareholders, or at
any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the
shareholders as soon thereafter as may be convenient.
A shareholder may apply to the district court in the
county in Texas where the corporation's principal office
is located or, if the corporation has no principal office
in Texas, to the district court of the county in which
the corporation's registered office is located to seek an
order that a shareholder meeting be held (i) if an annual
meeting was not held within six months after the close of
the corporation's most recently ended fiscal year or
fifteen months after its last annual meeting, whichever
is earlier, or (ii) if the shareholder participated in a
proper call or of proper demand for a special meeting and
notice of the special meeting was not given within thirty
days after the date of the call or the date the last of
the demands necessary to require calling of the meeting
was received by the corporation in accordance with the
notice.
Section 2.2 SPECIAL MEETINGS. Special meetings of
the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the
President or by the Board of Directors, and shall be
called by the President upon the receipt of one or more
written demands for a special meeting, stating the
purpose or purposes for which it is to be held, signed
and dated by the holders of shares representing at least
ten percent of all the votes entitled to be cast on any
issue proposed to be considered at the meeting.
Section 2.3 PLACE OF MEETINGS. The Board of
Directors may designate any place, either within or
outside of the State of Texas, as the place of meeting
for any annual meeting or for any special meeting called
by the Board of Directors. If no designation is made, or
if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation
in the State of Texas.
Section 2.4 NOTICES OF MEETING. Written notice
stating the place, day and hour of the meeting of
shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called,
shall, unless otherwise prescribed by statute, be
delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by
mail, by or at the direction of the President, or the
Secretary, or the officer or other persons calling the
meeting, to each shareholder of record entitled to vote
at such meeting; provided, however, that if the number of
authorized shares is to be increased, at least thirty
days' notice shall be given.
Notice of a special meeting shall include a
description of the purpose or purposes of the meeting.
Notice of an annual meeting need not include a
description of the purpose or purposes of the meeting
except the purpose or purposes shall be stated with
respect to (i) an amendment to the articles of
incorporation of the corporation, (ii) a merger or share
exchange in which the corporation is a party and, with
respect to a share exchange, in which the corporation's
shares will be acquired, (iii) a sale, lease, exchange or
other disposition, other than in the usual and regular
course of business, of all or substantially all of the
property of the corporation or of another entity which
this corporation controls, in each case with or without
the goodwill, (iv) a dissolution of the corporation, or
(v) any other purpose for which a statement of purpose is
required by the Nevada Business Corporation Act.
Notice shall be given personally or by mail, private
carrier, telegraph, teletype, electronically transmitted
facsimile or other form of wire or wireless communication
by or at the direction of the president, the secretary,
or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.
If mailed and if in a comprehensible form, such notice
shall be deemed to be given and effective when deposited
in the United States mail, addressed to the shareholder
at his address as it appears in the corporation's current
record of shareholders, with postage prepaid. If notice
is given other than by mail, and provided that such
notice is in a comprehensible form, the notice is given
and effective on the date received by the shareholder.
If requested by the person or persons lawfully
calling such meeting, the notice shall be given at
corporate expense.
When a meeting is adjourned to another date, time or
place, notice need not be given of the new date, time or
place if the new date, time or place of such meeting is
announced before adjournment at the meeting at which the
adjournment is taken. At the adjourned meeting the
corporation may transact any business which may have been
transacted at the original meeting. If the adjournment is
for more than 120 days, or if a new record date is fixed
for the adjourned meeting, a new notice of the adjourned
meeting shall be given to each shareholder of record
entitled to vote at the meeting as of the new record date.
A shareholder may waive notice of a meeting before
or after the time and date of the meeting by a writing
signed by such shareholder. Such waiver shall be
delivered to the corporation for filing with the
corporate records. Further, by attending a meeting either
in person or by proxy, a shareholder waives objection to
lack of notice or defective notice of the meeting unless
the shareholder objects at the beginning of the meeting
to the holding of the meeting or the transaction of
business at the meeting because of lack of notice or
defective notice. By attending the meeting, the
shareholder also waives any objection to consideration in
the meeting of a particular matter not within the purpose
or purposes described in the meeting notice unless the
shareholder objects to considering the matter when it is
presented.
No notice need be sent to any shareholder if three
successive notices mailed to the last known address of
such shareholder have been returned as undeliverable
until such time as another address for such shareholder
is made known to the corporation by such shareholder. In
order to be entitled to receive notice of any meeting, a
shareholder shall advise the corporation in writing of
any change in such shareholder's mailing address as shown
on the corporation's books and records.
Section 2.5 MEETING OF ALL SHAREHOLDERS. If all of
the shareholders shall meet at any time and place, either
within or outside of the State of Texas, and consent to
the holding of a meeting at such time and place, such
meeting shall be valid without call or notice, and at
such meeting any corporate action may be taken.
Section 2.6 CLOSING OF TRANSFER BOOKS OR FIXING OF
RECORD DATE.
For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to
receive payment of any distribution, or in order to make
a determination of shareholders for any other purpose,
the Board of Directors of the corporation may provide
that the share transfer books shall be closed for a
stated period but not to exceed, in any case, seventy
days. If the share transfer books shall be closed for the
purpose of determining shareholders entitled to notice of
or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding
such meeting. In lieu of closing the share transfer books,
the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders,
such date in any case to be not more than seventy days
and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action,
requiring such determination of shareholders, is to be
taken. If the share transfer books are not closed and no
record date is fixed for the determination of
shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to
receive payment of a distribution, the date on which
notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such
distribution is adopted, as the case may be, shall be the
record date for such determination of shareholders. When
a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this
section, such determination shall apply to any
adjournment thereof unless the meeting is adjourned to a
date more than one hundred twenty days after the date
fixed for the original meeting, in which case the Board
of Directors shall make a new determination as provided
in this section.
Section 2.7 VOTING RECORD.
The officer or agent having charge of the stock
transfer books for shares of the corporation shall make,
at least ten days before such meeting of shareholders, a
complete record of the shareholders entitled to vote at
each meeting of shareholders or any adjournment thereof,
arranged by voting groups and within each voting group by
class or series of shares, in alphabetical order within
each class or series, with the address of and the number
of shares held by each shareholder in each class or
series. For a period beginning the earlier of ten days
before the meeting for which the record was prepared or
two business days after notice of the meeting is given
and continuing through the meeting, the record shall be
kept on file at the principal office of the corporation
or at a place identified in the notice of the meeting in
the city where the meeting will be held, whether within
or outside of the State of Texas, and shall be subject to
inspection by any shareholder upon written demand at any
time during usual business hours. Such record shall be
produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the
purposes thereof.
The original stock transfer books shall be the prima
facie evidence as to who are the shareholders entitled to
examine the record or transfer books or to vote at any
meeting of shareholders.
Section 2.8 QUORUM.
A majority of the votes entitled to be cast on the
matter by a voting group, represented in person or by
proxy, constitutes a quorum of that voting group for
action on that matter. If no specific voting group is
designated in the Articles of Incorporation or under the
Nevada Business Corporation Act for a particular matter,
all outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute
a voting group. In the absence of a quorum at any such
meeting, a majority of the shares so represented may
adjourn the meeting from time to time for a period not to
exceed one hundred twenty days without further notice.
However, if the adjournment is for more than one hundred
twenty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting.
At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted
which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal during such
meeting of that number of shareholders whose absence
would cause there to be less than a quorum.
Section 2.9 MANNER OF ACTING.
If a quorum is present, an action is approved if the
votes cast favoring the action exceed the votes cast
within the voting group opposing the action and such
action shall be the act of the shareholders, unless the
vote of a greater proportion or number or voting by
groups is otherwise required by the Nevada Business
Corporation Act, the Articles of Incorporation or these
Bylaws.
Section 2.10 PROXIES.
At all meetings of shareholders a shareholder may
vote by proxy by signing an appointment form or similar
writing, either personally or by his or her duly
authorized attorney-in-fact. A shareholder may also
appoint a proxy by transmitting or authorizing the
transmission of a telegram, teletype, or other electronic
transmission providing a written statement of the
appointment to the proxy, a proxy solicitor, proxy
support service organization, or other person duly
authorized by the proxy to receive appointments as agent
for the proxy, or to the corporation. The transmitted
appointment shall set forth or be transmitted with
written evidence from which it can be determined that the
shareholder transmitted or authorized the transmission of
the appointment. The proxy appointment form or similar
writing shall be filed with the secretary of the
corporation before or at the time of the meeting. The
appointment of a proxy is effective when received by the
corporation and is valid for eleven months unless a
different period is expressly provided in the appointment
form or similar writing.
Any complete copy, including an electronically
transmitted facsimile, of an appointment of a proxy may
be substituted for or used in lieu of the original
appointment for any purpose for which the original
appointment could be used.
Revocation of a proxy does not affect the right of
the corporation to accept the proxy's authority unless (i)
the corporation had notice that the appointment was
coupled with an interest and notice that such interest is
extinguished is received by the secretary or other
officer or agent authorized to tabulate votes before the
proxy exercises his or her authority under the
appointment, or (ii) other notice of the revocation of
the appointment is received by the secretary or other
officer or agent authorized to tabulate votes before the
proxy exercises his or her authority under the
appointment.
Other notice of revocation may, in the discretion of the
corporation, be deemed to include the appearance at a
shareholders' meeting of the shareholder who granted the
proxy and his or her voting in person on any matter
subject to a vote at such meeting.
The death or incapacity of the shareholder
appointing a proxy does not affect the right of the
corporation to accept the proxy's authority unless notice
of the death or incapacity is received by the secretary
or other officer or agent authorized to tabulate votes
before the proxy exercises his or her authority under the
appointment.
The corporation shall not be required to recognize
an appointment made irrevocable if it has received a
writing revoking the appointment signed by the
shareholder (including a shareholder who is a successor
to the shareholder who granted the proxy) either
personally or by his or her attorney-in-fact,
notwithstanding that the revocation may be a breach of an
obligation of the shareholder to another person not to
revoke the appointment.
Section 2.11 VOTING OF SHARES.
Unless otherwise provided by these Bylaws or the
Articles of Incorporation, each outstanding share
entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders,
and each fractional share shall be entitled to a
corresponding fractional vote on each such matter. Only
shares are entitled to vote.
Section 2.12 VOTING OF SHARES BY CERTAIN
SHAREHOLDERS.
If the name on a vote, consent, waiver, proxy appointment,
or proxy appointment revocation corresponds to the name
of a shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver,
proxy appointment or proxy appointment revocation and
give it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver, proxy
appointment or proxy appointment revocation does not
correspond to the name of a shareholder, the corporation,
if acting in good faith, is nevertheless entitled to
accept the vote, consent, waiver, proxy appointment or
proxy appointment revocation and to give it effect as the
act of the shareholder if:
(i) The shareholder is an entity and the name signed
purports to be that
of an officer or agent of the entity;
(ii) The name signed purports to be that of an
administrator, executor, guardian or conservator
representing the shareholder and, if the corporation
requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote,
consent, waiver, proxy appointment or proxy appointment
revocation;
(iii) The name signed purports to be that of a
receiver or trustee in bankruptcy of the shareholder and,
if the corporation requests, evidence of this status
acceptable to the corporation has been presented with
respect to the vote, consent, waiver, proxy appointment
or proxy appointment revocation;
(iv) The name signed purports to be that of a
pledgee, beneficial owner or attorney-in-fact of the
shareholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory's
authority to sign for the shareholder has been presented
with respect to the vote, consent, waiver, proxy
appointment or proxy appointment revocation;
(v) Two or more persons are the shareholder as co-
tenants or fiduciaries and the name signed purports to be
the name of at least one of the co-tenants or fiduciaries,
and the person signing appears to be acting on behalf of
all the co-tenants or fiduciaries; or
(vi) The acceptance of the vote, consent, waiver,
proxy appointment or proxy appointment revocation is
otherwise proper under rules established by the
corporation that are not inconsistent with this Section
2.12.
The corporation is entitled to reject a vote,
consent, waiver, proxy appointment or proxy appointment
revocation if the secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the
signature on it or about the signatory's authority to
sign for the shareholder.
Neither the corporation nor any of its directors,
officers, employees, or agents who accepts or rejects a
vote, consent, waiver, proxy appointment or proxy
appointment revocation in good faith and in accordance
with the standards of this Section is liable in damages
for the consequences of the acceptance or rejection.
Redeemable shares are not entitled to be voted after
notice of redemption is mailed to the holders and a sum
sufficient to redeem the shares has been deposited with a
bank, trust company or other financial institution under
an irrevocable obligation to pay the holders of the
redemption price on surrender of the shares.
Section 2.13 ACTION BY SHAREHOLDERS WITHOUT A
MEETING.
Unless the Articles of Incorporation or these Bylaws
provide otherwise, action required or permitted to be
taken at a meeting of shareholders may be taken without a
meeting if the action is evidenced by one or more written
consents describing the action taken, signed by each
shareholder entitled to vote and delivered to the
Secretary of the corporation for inclusion in the minutes
or for filing with the corporate records. Action taken
under this section is effective when all shareholders
entitled to vote have signed the consent, unless the
consent specifies a different effective date.
Any such writing may be received by the corporation
by electronically transmitted facsimile or other form of
wire or wireless communication providing the corporation
with a complete copy thereof, including a copy of the
signature thereto. The shareholder so transmitting such a
writing shall furnish an original of such writing to the
corporation, but the failure of the corporation to
receive or record such original writing shall not affect
the action so taken.
The record date for determining shareholders
entitled to take action without a meeting shall be the
date the written consent is first received by the
corporation.
Section 2.14 VOTING BY BALLOT.
Voting on any question or in any election may be by
voice vote unless the presiding officer shall order or
any shareholder shall demand that voting be by ballot.
Section 2.15 NO CUMULATIVE VOTING.
No shareholder shall be permitted to cumulate his
or her votes.
Section 2.16 WAIVER OF NOTICE.
When any notice is required to be given to any
shareholder, a waiver thereof in writing signed by the
person entitled to such notice, whether before, at, or
after the time stated therein, shall be equivalent to the
giving of such notice.
The attendance of a shareholder at any meeting shall
constitute a waiver of notice, waiver of objection to
defective notice of such meeting, or a waiver of
objection to the consideration of a particular matter at
the shareholder meeting unless the shareholder, at the
beginning of the meeting, objects to the holding of the
meeting, the transaction of business at the meeting, or
the consideration of a particular matter at the time it
is presented at the meeting.
Section 2.17 PARTICIPATION BY ELECTRONIC MEANS.
Any shareholder may participate in any meeting of
the shareholders by means of telephone conference or
similar communications equipment by which all persons
participating in the meeting can hear each other at the
same time. Such participation shall constitute presence
in person at the meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 GENERAL POWERS.
The business and affairs of the corporation shall be
managed by its Board of Directors.
Section 3.2 PERFORMANCE OF DUTIES.
A director of the corporation shall perform his or
her duties as a director, including his or her duties as
a member of any committee of the board upon which he or
she may serve, in good faith, in a manner he or she
reasonably believes to be in the best interests of the
corporation, and with such care as an ordinarily prudent
person in a like position would use under similar
circumstances. In performing his duties, a director shall
be entitled to rely on information, opinions, reports, or
statements, including financial statements and other
financial data, in each case prepared or presented by
persons and groups listed in paragraphs (a), (b), and (c)
of this Section 3.2; but he or she shall not be
considered to be acting in good faith if he or she has
knowledge concerning the matter in question that would
cause such reliance to be unwarranted. A person who so
performs his or her other duties shall not have any
liability by reason of being or having been a director of
the corporation. Those persons and groups on whose
information, opinions, reports, and statements a director
is entitled to rely are:
(a) One or more officers or employees of the
corporation whom the
(b) director reasonably believes to be reliable and
competent in the matters presented;
(b) Legal counsel, public accountants, or other
persons as to matters which the director reasonably
believes to be within such persons' professional or
expert competence; or
(c) A committee of the board upon which he or she
does not serve, duly designated in accordance with the
provision of the Articles of Incorporation or the Bylaws,
as to matters within its designated authority, which
committee the director reasonably believes to merit
confidence.
Section 3.3 NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be
fixed from time to time by resolution of the Board of
Directors, but in no instance shall there be less than
one director. Each director shall hold office as
prescribed by written agreement, or until the
next annual meeting of shareholders, or until his or her
successor shall have been elected and qualified.
Directors need not be residents of the State of Nevada or
shareholders of the corporation.
There shall be a Chairman of the Board, who has been
elected from among the directors. He or she shall preside
at all meetings of the stockholders and of the Board of
Directors. He or she shall have such other powers and
duties as may be prescribed by the Board of Directors.
Section 3.4 REGULAR MEETINGS.
A regular meeting of the Board of Directors shall be
held without other notice than this Bylaw immediately
after, and at the same place as, the annual meeting of
shareholders. The Board of Directors may provide, by
resolution, the time and place, either within or without
the State of Texas, for the holding of additional regular
meetings without other notice than such resolution.
Section 3.5 SPECIAL MEETINGS.
Special meetings of the Board of Directors may be
called by or at the request of the President or any two
directors. The person or persons authorized to call
special meetings of the Board of
Directors may fix any place, either within or without the
State of Texas, as the place for holding any special
meeting of the Board of Directors called by them.
Section 3.6 NOTICE.
Written notice of any special meeting of directors
shall be given as follows:
By mail to each director at his or her business
address at least two days prior to the meeting; or
By personal delivery, facsimile or telegram at least
twenty-four hours prior to the meeting to the business
address of each director, or in the event such notice is
given on a Saturday, Sunday or holiday, to the residence
address of each director. If mailed, such notice shall be
deemed to be delivered when deposited in the United
States mail, so addressed, with postage thereon prepaid.
If notice is given by facsimile, such notice shall be
deemed to be delivered when a confirmation of the
transmission of the facsimile has been received by the
sender. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered
to the telegraph company.
Any director may waive notice of any meeting.
The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except
where a director attends a meeting for the express
purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of
notice of such meeting.
When any notice is required to be given to a
director, a waiver thereof in writing signed by such
director, whether before, at or after the time stated
therein, shall constitute the giving of such notice.
Section 3.7 QUORUM.
A majority of the number of directors fixed by or
pursuant to Section 3.2 of this Article III, or if no
such number is fixed, a majority of the number of
directors in office immediately before the meeting begins,
shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time
to time without further notice.
Section 3.8 MANNER OF ACTING.
Except as otherwise required by law or by the
Articles of Incorporation, the affirmative vote of the
majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of
Directors.
Section 3.9 INFORMAL ACTION BY DIRECTORS OR
COMMITTEE MEMBERS.
Unless the Articles of Incorporation or these By-laws
provide otherwise, any action required or permitted to be
taken at a meeting of the board of directors or any
committee designated by said board may be taken without a
meeting if the action is evidenced by one or more written
consents describing the action taken, signed by each
director or committee member, and delivered to the
Secretary for inclusion in the minutes or for filing with
the corporate records. Action taken under this section is
effective when all directors or committee members have
signed the consent, unless the consent specifies a
different effective date. Such consent has the same force
and effect as a unanimous vote of the directors or
committee members and may be stated as such in any
document.
Section 3.10 PARTICIPATION BY ELECTRONIC MEANS.
Any members of the Board of Directors or any
committee designated by such Board may participate in a
meeting of the Board of Directors or committee by means
of telephone conference or similar communications
equipment by which all persons participating in the
meeting can hear each other at the same time. Such
participation shall constitute presence in person at the
meeting.
Section 3.11 VACANCIES. Any vacancy on the Board of
Directors may be filled by the affirmative vote of a
majority of the shareholders or the Board of Directors.
If the directors remaining in office constitute fewer
than a quorum of the board, the directors may fill the
vacancy by the affirmative vote of a majority of all the
directors remaining in office.
If elected by the directors, the director shall hold
office until the next annual shareholders' meeting at
which directors are elected. If elected by the
shareholders, the director shall hold office for the
unexpired term of his or her predecessor in office;
except that, if the director's predecessor was elected by
the directors to fill a vacancy, the director elected by
the shareholders shall hold the office for the unexpired
term of the last predecessor elected by the shareholders.
If the vacant office was held by a director elected
by a voting group of shareholders, only the holders of
shares of that voting group are entitled to vote to fill
the vacancy if it is filled by the shareholders, and, if
one or more of the remaining directors were elected by
the same voting group, only such directors are entitled
to vote to fill the vacancy if it is filled by the
directors.
Section 3.12 RESIGNATION.
Any director of the corporation may resign at any
time by giving written notice to the Secretary of the
corporation. The resignation of any director shall take
effect upon receipt of notice thereof or at such later
time as shall be specified in such notice; and, unless
otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
When one or more directors shall resign from the board,
effective at a future date, a majority of the directors
then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the
vote thereon to take effect when such resignation or
resignations shall become effective.
Section 3.13 REMOVAL.
Subject to any limitations contained in the
Articles of Incorporation, any director or directors of
the corporation may be removed at any time, with or
without cause, in the manner provided in the Nevada
Business Corporation Act.
Section 3.14 COMMITTEES.
By resolution adopted by a majority of the Board of
Directors, the directors may designate two or more
directors to constitute a committee, any of which shall
have such authority in the management of the corporation
as the Board of Directors shall designate and as shall be
prescribed by the Nevada Business Corporation Act and
Article XI of these Bylaws.
Section 3.15 COMPENSATION.
By resolution of the Board of Directors and
irrespective of any personal interest of any of the
members, or the Board of Directors, each director may be
paid his or her expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a
stated salary as director or a fixed sum for attendance
at each meeting of the Board of Directors or both. No
such payment shall preclude any director from serving the
corporation in any other capacity and receiving
compensation therefor.
Section 3.16 PRESUMPTION OF ASSENT.
A director of the corporation who is present at a
meeting of the Board of Directors or committee of the
board at which action on any corporate matter is taken
shall be presumed to have assented to the action taken
unless (i) the director objects at the beginning of the
meeting, or promptly upon his or her arrival, to the
holding of the meeting or the transaction of business at
the meeting and does not thereafter vote for or assent to
any action taken at the meeting, (ii) the director
contemporaneously requests that his or her dissent or
abstention as to any specific action taken be entered in
the minutes of the meeting, or (iii) the director causes
written notice of his or her dissent or abstention as to
any specific action to be received by the presiding
officer or the meeting before its adjournment or by the
corporation promptly after the adjournment of the meeting.
A director may dissent to a specific action at a meeting,
while assenting to others. The right to dissent to a
specific action taken at a meeting of the Board of
Directors or a committee of the board shall not be
available to a director who voted in favor of such action.
ARTICLE IV
OFFICERS
Section 4.1 NUMBER.
The officers of the corporation shall be a President,
a Secretary, and a Treasurer, each of whom must be a
natural person who is eighteen years or older and shall
be elected by the Board of Directors. Such other officers
and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors. Any two
or more offices may be held by the same person.
Section 4.2 ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the
Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of
Directors held after the annual meeting of the
shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon
thereafter as practicable. Each officer shall hold office
until his successor shall have been duly elected and
shall have qualified or until his or her death or until
he shall resign or shall have been removed in the manner
hereinafter provided.
Section 4.3 REMOVAL AND RESIGNATION.
Any officer or agent may be removed by the Board of
Directors at any time, with or without cause, but such
removal shall be without prejudice to the contract rights,
if any, of the person so removed. Election or appointment
of an officer or agent shall not of itself create
contract rights.
An officer or agent may resign at any time by giving
written notice of resignation to the Secretary of the
corporation. The resignation is effective when the notice
is received by the corporation unless the notice
specifies a later effective date.
Section 4.4 VACANCIES. A vacancy in any office
because of death, resignation, removal, disqualification
or otherwise, may be filled by the Board of Directors for
the unexpired portion of the term.
Section 4.5 PRESIDENT.
The President shall be the chief executive officer
of the corporation and, subject to the control of the
Board of Directors, shall, in general, supervise and
control all of the business and affairs of the
corporation. He or she shall, when present, and in the
absence of a Chair of the Board, preside at all meetings
of the shareholders and of the Board of Directors. He or
she may sign, with the Secretary or any other proper
officer of the corporation thereunto authorized by the
Board of Directors, certificates for shares of the
corporation and deeds, mortgages, bonds, contracts, or
other instruments which the Board of Directors has
authorized to be executed, except in cases where the
signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the corporation, or shall
be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the
office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 4.6 VICE PRESIDENT.
If elected or appointed by the Board of
Directors, the Vice President (or in the event there be
more than one vice president, the vice presidents in the
order designated at the time of their election, or in the
absence of any designation, then in the order of their
election) shall, in the absence of the President or in
the event of his or her death, inability or refusal to
act, perform all duties of the President, and when so
acting, shall have all the powers of and be subject to
all the restrictions upon the President. Any Vice
President may sign, with the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary,
certificates for shares of the corporation; and shall
perform such other duties as from time to time may be
assigned to him by the President or by the Board of
Directors.
Section 4.7 SECRETARY.
The Secretary shall: (a) prepare and maintain as
permanent records the minutes of the proceedings of the
shareholders and the Board of Directors, a record of all
actions taken by the shareholders or Board of Directors
without a meeting, a record of all actions taken by a
committee of the Board of Directors in place of the Board
of Directors on behalf of the corporation, and a record
of all waivers of notice and meetings of shareholders and
of the Board of Directors or any committee thereof (b)
ensure that all notices are duly given in accordance with
the provisions of these Bylaws and as required by law, (c)
serve as custodian of the corporate records and of the
seal of the corporation and affix the seal to all
documents when authorized by the Board of Directors, (d)
keep at the corporation's registered office or principal
place of business a record containing the names and
addresses of all shareholders in a form that permits
preparation of a list of shareholders arranged by voting
group and by class or series of shares within each voting
group, that is alphabetical within each class or series
and that shows the address of, and the number of shares
of each class or series held by, each shareholder, unless
such a record shall be kept at the office of the
corporation's transfer agent or registrar, (e) maintain
at the corporation's principal office the originals or
copies of the corporation's Articles of Incorporation,
Bylaws, minutes of all shareholders' meetings and records
of all action taken by shareholders without a meeting for
the past three years, all written communications within
the past three years to shareholders as a group or to the
holders of any class or series of shares as a group, a
list of the names and business addresses of the current
directors and officers, a copy of the corporation's most
recent corporate report filed with the Secretary of State,
and financial statements showing in reasonable detail the
corporation's assets and liabilities and results of
operations for the last three years, (f) have general
charge of the stock transfer books of the corporation,
unless the corporation has a transfer agent, (g)
authenticate records of the corporation, and (h) in
general, perform all duties incident to the office of
secretary and such other duties as from time to time may
be assigned to him by the president or by the board of
the Board of Directors. Assistant Secretaries, if any,
shall have the same duties and powers, subject to
supervision by the Secretary. The directors and/or
shareholders may however respectively designate a person
other than the Secretary or Assistant Secretary to keep
the minutes of their respective meetings.
Any books, records, or minutes of the corporation
may be in written form or in any form capable of being
converted into written form within a reasonable time.
Section 4.8 TREASURER.
The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the
corporation; (b) receive and give receipts for moneys due
and payable to the corporation from any source whatsoever,
and deposit all such moneys in the name of the
corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the
provisions of Article V of these Bylaws; and (c) in
general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time
may be assigned to him or her by the President or by the
Board of Directors.
Section 4.9 ASSISTANT SECRETARIES AND ASSISTANT
TREASURERS.
The Assistant Secretaries, when authorized by the
Board of Directors, may sign with the Chair or Vice Chair
of the Board of Directors or the President or a Vice
President certificates for shares of the corporation the
issuance of which shall have been authorized by a
resolution of the Board of Directors. The Assistant
Secretaries and Assistant Treasurers, in general, shall
perform such duties as shall be assigned to them by the
Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.
Section 4.10 BONDS.
If the Board of Directors by resolution shall so
require, any officer or agent of the corporation shall
give bond to the corporation in such amount and with such
surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of their
respective duties and offices.
Section 4.11 SALARIES.
The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer
shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 5.1 CONTRACTS.
The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be
general or confined to specific instances.
Section 5.2 LOANS.
No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or
confined to specific instances.
Section 5.3 CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued
in the name of the corporation shall be signed by such
officer or officers, agent or agents of the corporation
and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 5.4 DEPOSITS.
All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
ARTICLE VI
SHARES, CERTIFICATES FOR SHARES
AND TRANSFER OF SHARES
Section 6.1 REGULATION.
The Board of Directors may make such rules and
regulations as it may deem appropriate concerning the
issuance, transfer and registration of certificates for
shares of the corporation, including the appointment of
transfer agents and registrars.
Section 6.2 SHARES WITHOUT CERTIFICATES.
Unless otherwise provided by the Articles of
Incorporation or these Bylaws, the board of directors may
authorize the issuance of any of its classes or series of
shares without certificates. Such authorization shall not
affect shares already represented by certificates until
they are surrendered to the corporation.
Within a reasonable time following the issue or
transfer of shares without certificates, the corporation
shall send the shareholder a complete written statement
of the information required on certificates by the Nevada
Business Corporation Act.
Section 6.3 CERTIFICATES FOR SHARES.
If shares of the corporation are represented by
certificates, the certificates shall be respectively
numbered serially for each class of shares, or series
thereof, as they are issued, shall be impressed with the
corporate seal or a facsimile thereof, and shall be
signed by the Chair or Vice Chair of the Board of
Directors or by the President or a Vice President and by
the Treasurer or an Assistant Treasurer or by the
Secretary or an Assistant Secretary; provided that such
signatures may be facsimile if the certificate is
countersigned by a transfer agent, or registered by a
registrar other than the corporation itself or its
employee. Each certificate shall state the name of the
corporation, the fact that the corporation is organized
or incorporated under the laws of the State of Nevada,
the name of the person to whom issued, the date of issue,
the class (or series of any class), and the number of
shares represented thereby. A statement of the
designations, preferences, qualifications, limitations,
restrictions and special or relative rights of the shares
of each class shall be set forth in full or summarized on
the face or back of the certificates which the
corporation shall issue, or in lieu thereof, the
certificate may set forth that such a statement or
summary will be furnished to any shareholder upon request
without charge. Each certificate shall be otherwise in
such form as may be prescribed by the Board of Directors
and as shall conform to the rules of any stock exchange
on which the shares may be listed.
The corporation shall not issue certificates
representing fractional shares and shall not be obligated
to make any transfers creating a fractional interest in a
share of stock. The corporation may, but shall not be
obligated to, issue scrip in lieu of any fractional
shares, such scrip to have terms and conditions specified
by the Board of Directors.
Section 6.4 CANCELLATION OF CERTIFICATES.
All certificates surrendered to the corporation for
transfer shall be canceled and no new certificates shall
be issued in lieu thereof until the former certificate
for a like number of shares shall have been surrendered
and canceled, except as herein provided with respect to
lost, stolen or destroyed certificates.
Section 6.5 LOST, STOLEN OR DESTROYED CERTIFICATES.
Any shareholder claiming that his certificate for
shares is lost, stolen or destroyed may make an affidavit
or affirmation of that fact and lodge the same with the
Secretary of the corporation, accompanied by a signed
application for a new certificate.
Thereupon, and upon the giving of a satisfactory bond of
indemnity to the corporation not exceeding an amount
double the value of the shares as represented by such
certificate (the necessity for such bond and the amount
required to be determined by the President and Treasurer
of the corporation), a new certificate may be issued of
the same tenor and representing the same number, class
and series of shares as were represented by the
certificate alleged to be lost, stolen or destroyed.
Section 6.6 TRANSFER OF SHARES.
Subject to the terms of any shareholder agreement
relating to the transfer of shares or other transfer
restrictions contained in the Articles of Incorporation
or authorized therein, shares of the corporation shall be
transferable on the books of the corporation by the
holder thereof in person or by his duly authorized
attorney, upon the surrender and cancellation of a
certificate or certificates for a like number of shares.
Upon presentation and surrender of a certificate for
shares properly endorsed and payment of all taxes
therefor, the transferee shall be entitled to a new
certificate or certificates in lieu thereof. As against
the corporation, a transfer of shares can be made only on
the books of the corporation and in the manner
hereinabove provided, and the corporation shall be
entitled to treat the holder of record of any share as
the owner thereof and shall not be bound to recognize any
equitable or other claim to or interest in such share on
the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly
provided by the statutes of the State of Florida.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall end on the
31st day of December in each calendar year.
ARTICLE VIII
DISTRIBUTIONS
The Board of Directors may from time to time declare,
and the corporation may pay, distributions on its
outstanding shares in the manner and upon the terms and
conditions provided by the Florida Business Corporation
Act and its Articles of Incorporation.
ARTICLE IX
CORPORATE SEAL
The Board of Directors shall provide a corporate
seal which shall be circular in form and shall have
inscribed thereon the name of the corporation and the
state of incorporation and the words "CORPORATE SEAL."
ARTICLE X
The Board of Directors shall have power, to the
maximum extent permitted by the Nevada Business
Corporation Act, to make, amend and repeal the Bylaws of
the corporation at any regular or special meeting of the
board unless the shareholders, in making, amending or
repealing a particular Bylaw, expressly provide that the
directors may not amend or repeal such Bylaw. The
shareholders also shall have the power to make, amend or
repeal the Bylaws of the corporation at any annual
meeting or at any special meeting called for that purpose.
AMENDMENTS
ARTICLE XI
EXECUTIVE COMMITTEE
Section 11.1 APPOINTMENT.
The Board of Directors by resolution adopted by a
majority of the full Board may designate two or more of
its members to constitute an Executive Committee. The
designation of such Committee and the delegation thereto
of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility
imposed by law.
Section 11.2 AUTHORITY.
The Executive Committee, when the Board of Directors
is not in session, shall have and may exercise all of the
authority of the Board of Directors except to the extent,
if any, that such authority shall be limited by the
resolution appointing the Executive Committee and except
also that the Executive Committee shall not have the
authority of the
Board of Directors in reference to authorizing
distributions, filling vacancies on the Board of
Directors, authorizing reacquisition of shares,
authorizing and determining rights for shares, amending
the Articles of Incorporation, adopting a plan of merger
or consolidation, recommending to the shareholders the
sale, lease or other disposition of all or substantially
all of the property and assets of the corporation
otherwise than in the usual and regular course of its
business, recommending to the shareholders a voluntary
dissolution of the corporation or a revocation thereof,
or amending the Bylaws of the corporation.
Section 11.3 TENURE AND QUALIFICATIONS.
Each member of the Executive Committee shall hold
office until the next regular annual meeting of the Board
of Directors following his or her designation and until
his or her successor is designated as a member of the
Executive Committee and is elected and qualified.
Section 11.4 MEETINGS.
Regular meetings of the Executive Committee may be
held without notice at such time and places as the
Executive Committee may fix from time to time by
resolution. Special meetings of the Executive Committee
may be called by any member thereof upon not less than
one day's notice stating the place, date and hour of the
meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in
the United States mail addressed to the member of the
Executive Committee at his or her business address. Any
member of the Executive Committee may waive notice of any
meeting and no notice of any meeting need be given to any
member thereof who attends in person. The notice of a
meeting of the Executive Committee need not state the
business proposed to be transacted at the meeting.
Section 11.5 QUORUM.
A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business
at any meeting thereof, and action of the Executive
Committee must be authorized by the affirmative vote of a
majority of the members present at a meeting at which a
quorum is present.
Section 11.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE.
Any action required or permitted to be taken by the
Executive Committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the members of the
Executive Committee entitled to
vote with respect to the subject matter thereof.
Section 11.7 VACANCIES.
Any vacancy in the Executive Committee may be filled
by a resolution adopted by a majority of the full Board
of Directors.
Section 11.8 RESIGNATIONS AND REMOVAL.
Any member of the Executive Committee may be removed
at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member
of the Executive Committee may resign from the Executive
Committee at any time by giving written notice to the
President or Secretary of the corporation, and unless
otherwise specified therein, the acceptance of such
resignation shall
not be necessary to make it effective.
Section 11.9 PROCEDURE.
The Executive Committee shall elect a presiding
officer from its members and may fix its own rules of
procedure which shall not be inconsistent with these
Bylaws. It shall keep regular minutes of its proceedings
and report the same to the Board of Directors for its
information at the meeting thereof held next after the
proceedings shall have been taken.
ARTICLE XII
EMERGENCY BY-LAWS
The Emergency Bylaws provided in this Article XII
shall be operative during any emergency in the conduct of
the business of the corporation resulting from a
catastrophic event that prevents the normal functioning
of the offices of the Corporation, notwithstanding any
different provision in the preceding articles of the
Bylaws or in the Articles of Incorporation of the
corporation or in the Florida Business Corporation Act.
To the extent not inconsistent with the provisions of
this Article, the Bylaws provided in the preceding
articles shall remain in effect during such emergency and
upon its termination the Emergency Bylaws shall cease to
be operative.
During any such emergency:
(a) A meeting of the Board of Directors may be
called by any officer or director of the corporation.
Notice of the time and place of the meeting shall be
given by the person calling the meeting to such of the
directors as it may be feasible to reach by any available
means of communication. Such notice shall be given at
such time in advance of the meeting as circumstances
permit in the judgment of the person calling the meeting.
(b) At any such meeting of the Board of Directors, a
quorum shall consist of the number of directors in
attendance at such meeting.
(c) The Board of Directors, either before or during
any such emergency, may, effective in the emergency,
change the principal office or designate several
alternative principal offices or regional offices, or
authorize the officers so to do.
(d) The Board of Directors, either before or during
any such emergency, may provide, and from time to time
modify, lines of succession in the event that during such
an emergency any or all officers or agents of the
corporation shall for any reason be rendered incapable of
discharging their duties.
(e) No officer, director or employee acting in
accordance with these Emergency Bylaws shall be liable
except for willful misconduct.
(f) These Emergency Bylaws shall be subject to
repeal or change by further action of the Board of
Directors or by action of the shareholders, but no such
repeal or change shall modify the provisions of the next
preceding paragraph with regard to action taken prior to
the time of such repeal or change. Any amendment of these
Emergency Bylaws may make any further or different
provision that may be practical and necessary for the
circumstances of the emergency.
CERTIFICATE
I hereby certify that the foregoing Amended Bylaws
constitute the
Bylaws of DAS Global Capital Corp, adopted by the Board
of Directors
and Shareholders of the corporation as of May 1, 2011.
/s/ Darrell Calloway
_______________________________
DARRELL CALLOWAY,
President
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
DAS Global Capital Corp
May 9, 2011
Pursuant to the provisions of the Nevada Business
Corporation Act, the undersigned, being all of the
Directors of DAS Global Capital Corp, do hereby waive any
and all notice that may be required to be given with
respect to a meeting of the Directors of the Corporation
and do hereby unanimously take, ratify, confirm and
approve the following actions, as of May 1, 2011:
1.RESOLVED, that these Minutes of action shall constitute
the record of an Annual Meeting of the Board of Directors
of DAS Global Capital Corp, and when signed by all of the
Directors, the Secretary of the Corporation, or any other
proper officer, is hereby authorized to certify any of
the actions hereinafter taken of this Corporation, on the
date hereof, in accordance with the requirements
established by law.
2.RESOLVED, that the following provision is hereby
adopted for the purpose of defining, limiting and
regulating the powers of the Corporation and of the
directors and stockholders:
The Board of Directors of the Corporation is hereby
empowered to fix the value of and to authorize the
issuance from time to time of shares of its stock of any
class, whether now or hereafter authorized, or securities
convertible into shares of its stock of any class or
classes, whether now or hereafter authorized.
3.RESOLVED, that all other actions taken by the officers
of the Corporation since the date of the last Annual
Minutes of the Board of Directors are hereby ratified,
approved and confirmed.
IN WITNESS WHEREOF, the undersigned Director has
evidenced his approval of the above proceedings as of the
date first above mentioned.
/s/ Darrell Calloway
_____________________________
DARRELL CALLOWAY
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
DAS Global Capital Corp
May 9, 2011
Pursuant to the provisions of the Nevada Business
Corporation Act, the undersigned, being all of the
Directors of DAS Global Capital Corp, do hereby waive any
and all notice that may be required to be given with
respect to a meeting of the Directors of the Corporation
and do hereby unanimously take, ratify, confirm and
approve the following actions, as of May 1, 2011:
1.RESOLVED, that these Minutes of action shall constitute
the record of an Annual Meeting of the Board of Directors
of DAS Global Capital Corp, and when signed by all of the
Directors, the Secretary of the Corporation, or any other
proper officer, is hereby authorized to certify any of
the actions hereinafter taken of this Corporation, on the
date hereof, in accordance with the requirements
established by law.
2.RESOLVED, that the following provision is hereby
adopted for the purpose of defining, limiting and
regulating the powers of the Corporation and of the
directors and stockholders:
The Board of Directors may classify or reclassify any
unissued stock by setting or changing in any one or more
respects, from time to time before issuance of such stock,
the preferences, conversion or other rights, voting
powers, restrictions, limitations as to distributions,
qualifications, and terms or conditions of redemption of
such stock.
3.RESOLVED, that all other actions taken by the officers
of the Corporation since the date of the last Annual
Minutes of the Board of Directors are hereby ratified,
approved and confirmed.
IN WITNESS WHEREOF, the undersigned Directors has
evidenced his approval
of the above proceedings as of the date first above
mentioned.
/s/ Darrell Calloway
____________________________
DARRELL CALLOWAY
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
DAS Global Capital Corp
May 9, 2011
Pursuant to the provisions of the Nevada Business
Corporation Act, the undersigned, being all of the
Directors of DAS Global Capital Corp, do hereby waive any
and all notice that may be required to be given with
respect to a meeting of the Directors of the Corporation
and do hereby unanimously take, ratify, confirm and
approve the following actions, as of May 1, 2011:
1.RESOLVED, that these Minutes of action shall constitute
the record of an Annual Meeting of the Board of Directors
of DAS Global Capital Corp, and when signed by all of the
Directors, the Secretary of the Corporation, or any other
proper officer, is hereby authorized to certify any of
the actions hereinafter taken of this Corporation, on the
date hereof, in accordance with the requirements
established by law.
2.RESOLVED, that the following provision is hereby
adopted for the purpose of defining, limiting and
regulating the powers of the Corporation and of the
directors and stockholders:
The Corporation shall issue shares of stock of any class
now or hereafter authorized, or any securities
exchangeable for, or convertible into such shares, or
warrants or other instruments evidencing rights or
options to subscribe for, or otherwise acquire such
shares, only if the issuance of such shares or such
securities exchangeable for, or convertible into such
shares, or such warrants or any other instruments
evidencing rights or options to subscribe for, purchase
or otherwise acquire such shares, shall be authorized by
the unanimous vote of all of the directors comprising the
Board of Directors of the Corporation.
In the event that the issuance of such shares, or such
securities exchangeable for, or convertible into such
shares, or such warrants or any other instruments
evidencing rights or options to subscribe for, purchase
or otherwise acquire such shares, shall be authorized by
the unanimous vote of all of the directors comprising the
Board of Directors of the Corporation, the issuance of
such shares or such securities exchangeable for, or
convertible into such shares, or such warrants or, any
other instruments evidencing rights or options to
subscribe for, purchase or otherwise acquire such shares,
shall be made for such consideration as the Board of
Directors of the Corporation by the unanimous vote of all
of the directors thereof shall deem advisable.
3.RESOLVED, that all other actions taken by the officers
of the Corporation since the date of the last Annual
Minutes of the Board of Directors are hereby ratified,
approved and confirmed.
IN WITNESS WHEREOF, the undersigned Director has
evidenced his approval of the above proceedings as of the
date first above mentioned.
/s/ Darrell Calloway
__________________________
DARRELL CALLOWAY
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
KOHLER CAPITAL III, Corporation
May 9, 2011
Pursuant to the provisions of the Nevada Business
Corporation Act, the undersigned, being all of the
Directors of DAS Global Capital Corp, do hereby waive any
and all notice that may be required to be given with
respect to a meeting of the Directors of the Corporation
and do hereby unanimously take, ratify, confirm and
approve the following actions, as of May 1, 2011:
1.RESOLVED, that these Minutes of action shall constitute
the record of an Annual Meeting of the Board of Directors
of DAS Global Capital Corp, and when signed by all of the
Directors, the Secretary of the Corporation, or any other
proper officer, is hereby authorized to certify any of
the actions hereinafter taken of this Corporation, on the
date hereof, in accordance with the requirements
established by law.
2.RESOLVED, that newly created directorships resulting
from any increase of the authorized number of Directors
or any vacancies in the Board of Directors resulting from
death, resignation, retirement, disqualification, removal
from office or other cause shall be filled by a majority
vote of the remaining Directors, though less than a
quorum, and the Directors so chosen shall hold office for
a term expiring at the next annual meeting of
shareholders at which a successor shall be elected and
shall qualify. The shareholders shall not be entitled to
fill a vacancy created on the Board of Directors.
3.RESOLVED, that all other actions taken by the officers
of the Corporation since the date of the last Annual
Minutes of the Board of Directors are hereby ratified,
approved and confirmed.
IN WITNESS WHEREOF, the undersigned Directors have
evidenced their approval of the above proceedings as of
the date first above mentioned.
/s/ Darrell Calloway
_________________________
DARRELL CALLOWAY
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
DAS Global Capital Corp
May 9, 2011
Pursuant to the provisions of the Florida Business
Corporation Act, the undersigned, being all of the
Directors of DAS Global Capital Corp, do hereby waive any
and all notice that may be required to be given with
respect to a meeting of the Directors of the Corporation
and do hereby unanimously take, ratify, confirm and
approve the following actions, as of May 1, 2011:
1.RESOLVED, that these Minutes of action shall constitute
the record of an Annual Meeting of the Board of Directors
of DAS Global Capital Corp, and when signed by all of the
Directors, the Secretary of the Corporation, or any other
proper officer, is hereby authorized to certify any of
the actions hereinafter taken of this Corporation, on the
date hereof, in accordance with the requirements
established by law.
2.RESOLVED, that the officers shall be elected annually
by the Board of
Directors at its first meeting following the annual
meeting of stockholders, except where a longer term is
expressly provided in an employment contract duly
authorized and approved by the Board of Directors. In any
such employment contract, an officer may be employed for
a term in excess of one year and for so long a term as
shall be determined by the Board of Directors otherwise
in accordance with the Nevada Business Corporation Act.
3.RESOLVED, that all other actions taken by the officers
of the Corporation since the date of the last Annual
Minutes of the Board of Directors are hereby ratified,
approved and confirmed.
IN WITNESS WHEREOF, the undersigned Director has
evidenced his approval of the above proceedings as of the
date first above mentioned.
/s/ Darrell Calloway
_________________________
DARRELL CALLOWAY
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
DAS Global Capital Corp
May 9, 2011
Pursuant to the provisions of the Florida Business
Corporation Act, the undersigned, being all of the
Directors of DAS Global Capital Corp, do hereby waive any
and all notice that may be required to be given with
respect to a meeting of the Directors of the Corporation
and do hereby unanimously take, ratify, confirm and
approve the following actions, as of May 1, 2011:
1.RESOLVED, that these Minutes of action shall constitute
the record of an Annual Meeting of the Board of Directors
of DAS Global Capital Corp, and when signed by all of the
Directors, the Secretary of the Corporation, or any other
proper officer, is hereby authorized to certify any of
the actions hereinafter taken of this Corporation, on the
date hereof, in accordance with the requirements
established by law.
2.RESOLVED, that Members of the Board of Directors and
the shareholders at any annual or special meeting may
participate in a meeting by means of a conference
telephone, videolink or similar communications equipment
if all persons participating in the meeting can hear and
speak to each other at the same time. Participation in a
meeting by these means constitutes presence in person at
a meeting.
3.RESOLVED, that all other actions taken by the officers
of the Corporation since the date of the last Annual
Minutes of the Board of Directors are hereby ratified,
approved and confirmed.
IN WITNESS WHEREOF, the undersigned Director has
evidenced his approval of the above proceedings as of the
date first above mentioned.
/s/ Darrell Calloway
_________________________
DARRELL CALLOWAY
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
DAS Global Capital Corp
May 9, 2011
DAS Global Capital Corp
THIS PRE-INCORPORATION CONSULTATION AND
SUBSCRIPTION AGREEMENT ("Agreement") is made and entered
into this 27th day of April, 2011, by and between Darrell
Calloway,
and DAS Global Capital Corp
WHEREAS, the parties desire to form a corporation
pursuant to
the laws of the State of Nevada, under the name of DAS
Global Capital Corp, (the "Company"), to engage, in the
business of acting as a capital market access vehicle by
registering its securities with the U.S. Securities and
Exchange Commission under the Securities Exchange Act of
1934, and thereafter seeking to acquire one or more
existing businesses through merger or acquisition; and
WHEREAS, the parties desire to subscribe for the
acquisition of stock to be issued upon formation of the
Company, and have mutually agreed that the consideration
for the issuance of such shares shall be pre-
incorporation services and assistance to the Company
relating to its formation, determination of an
appropriate capital structure, and in developing its
business plan.
NOW, THEREFORE, in consideration of the foregoing,
and in consideration of the mutual covenants and promises
hereinafter set forth, it is agreed as follows:
1. Agreement to Form Corporation. The undersigned
parties hereby agree to form a corporation pursuant to
the laws of the State of Nevada, under the name of DAS
Global Capital Corp, (the "Company"). The corporation
shall be formed for the purpose of acting as a capital
market access vehicle by registering its securities with
the U.S. Securities and Exchange Commission under the
Securities Exchange Act of 1934, and thereafter seeking
to acquire one or more existing businesses through merger
or acquisition.
2. Preincorporation Services. By execution of this
Agreement, each of the undersigned hereby agrees to
provide such services as may be necessary or appropriate
prior to the incorporation of the Company, for purposes
of determining the feasibility of, and completing, the
Company's business plan, including, but not limited to,
determining the Company's capital needs, establishing an
appropriate capital structure, investigating the
likelihood of finding a suitable merger or acquisition
target, reviewing applicable legal and regulatory
restrictions imposed by the Securities and Exchange
Commission, the National Association of Securities
Dealers, and other governmental or regulatory
organizations, and the like.
3. Agreement to Serve as Incorporator. By execution of
this Agreement,
Darrell Calloway hereby agrees to serve as incorporator
of the Company and to provide services in conjunction
with its incorporation and in conjunction with the
preparation of all necessary organizational documents,
including, but not limited to, articles of incorporation,
bylaws, subscription agreements, organizational meeting
minutes, and the like.
4. Agreement to Serve as Officers and Directors. By
execution of this
Agreement, Darrell Calloway hereby agrees to serve as
officer and director of the Company following its
incorporation, and in that capacity, to assume
responsibility for implementation of the Company's
business plan.
5. Consideration. As consideration for the services
described herein, upon formation of the Company, the
undersigned shall cause the
Company to issue and deliver to each of the parties
hereto, and each of the parties hereto hereby agrees to
accept the following as full consideration for the
services rendered:
Description of
Name Securities Value
Darrell Calloway 1,000,000 Units $1,000
Total 1,000,000 Units $1,000
<FN>
<F1>Each unit consists of one share of Common Stock.
<F2>The agreed upon fair market value of the Units for
purposes of this
Agreement is $0.001 per Unit. Accordingly, upon issuance
such Units
shall be valued on the books of the Company at $0.001 per
Unit.
</FN>
6. Exemption from Registration. The parties hereto
intend and agree that this Agreement shall serve as a
written compensatory contract which, upon formation of
the Company, satisfies the requirements of Rule 701
adopted by the Securities and Exchange Commission under
the Securities Act of 1933, as amended. Accordingly, it
is the intent of the parties that the exemption from
registration provided by Rule 701 shall be applicable to
the issuance of the Units.
7. Representations and Acknowledgments. The parties
hereto make the following representations and
acknowledgments:
(a) Neither the Units, nor the underlying
securities shall, upon issuance, have been registered
under the Securities Act of 1933, as amended (the "Act"),
or under any State Blue Sky or securities laws and only
the Company can register such securities under the Act or
under applicable State Blue Sky or securities laws.
(b) Upon issuance, the Units and the underlying
securities shall constitute "restricted securities" as
that term is defined in Rule 144 under the Act.
(c) Following issuance, neither the Units nor the
underlying securities may be sold or transferred for
value without registration under the Securities Act of
1933, as amended, or under applicable State blue sky or
securities laws, or in the absence of an opinion of
counsel acceptable to the Company that such registration
is not required under such Act or Acts, and it is not
anticipated that the Company will, at any time, seek to
register the Units or the underlying securities under the
Act or under any applicable state blue sky or securities
laws.
(d) Following its formation and the issuance of the
Units, the
Company may, from time to time, make stop transfer
notations in the
Company's records to assure compliance with the Act and
any applicable State blue sky or securities laws.
(e) In accordance with the foregoing restrictions,
the parties hereby agree that a legend substantially to
the effect of the following may be placed upon all
certificates representing the shares and the warrants
comprising the Units:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER
OTHER SECURITIES LAWS. SUCH SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i)
THEY SHALL HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE
SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN
FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY
TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER ANY OF SUCH ACTS."
(f) The parties hereto are acquiring the Units upon
issuance solely for their own account and not on behalf
of any other person.
(g) The parties hereto are acquiring the Units upon
issuance for investment purposes and not with the present
intent of reselling or otherwise distributing the Units
or the underlying securities.
(h) By execution of this Agreement, the parties
hereto agree to execute and deliver to the Company,
following its formation, any document, or do any other
act or thing, which the Company may reasonably request in
connection with the acquisition of the Units.
8. Assignment. None of the parties hereto, or their
heirs, executors, representatives or assigns shall sell,
assign, create a security interest in, pledge, or
otherwise transfer or encumber the Units to be issued
hereunder, or the underlying securities, without the
express prior written consent of each of the other
parties hereto.
9. Nevada Law. This Agreement shall be governed by, and
construed
in accordance with the laws of the State of Nevada.
10. Binding Effect. This Agreement shall inure to the
benefit of, and be binding upon the parties, and their
respective heirs, executors, representatives and
permitted assigns.
11. Entire Agreement. This Agreement supersedes all
agreements previously made between the parties relating
to its subject matter. There are no other understandings
or agreements between the parties.
IN WITNESS WHEREOF, this Preincorporation Consultation
and
Subscription Agreement Regarding DAS Global Capital Corp,
has been executed as of the day and year first above
written.
/s/Darrell Calloway
By:___________________
DARRELL CALLOWAY
CONSENT OF COUNSEL
I hereby consent to the use of my name as legal counsel
in the Form
10-12B Registration Statement filed pursuant to Section
12 of the
Securities Exchange Act of 1934 by DAS Global Capital
Corp
SPIEGEL & UTREARA,P.A.
/s/ Dan Thompson
By:___________________
DAN THOMPSON, ESQ.
LAS VEGAS, NV
SIGNATURES
In accordance with Section 12 of the Securities Exchange
Act of
1934, the registrant caused this registration statement
to be
signed on its behalf by the undersigned, thereunto duly
authorized.
DAS Global Capital Corp
By: /s/ Darrell A. Calloway
________________________________
DARRELL A. CALLOWAY
President and Director
Date: May 9, 2011
EXHIBIT 99.1
PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995
SAFE HARBOR COMPLIANCE STATEMENT
FOR FORWARD-LOOKING STATEMENTS
In passing the Private Securities Litigation Reform
Act of 1995 (the "Reform Act"), 15 U.S.C.A. Sections 77z-
2 and 78u-5 (Supp. 1996), Congress encouraged public
companies to make "forward-looking statements" by
creating a safe harbor to protect companies from
securities law liability in connection with forward-
looking statements. DAS Global Capital Corp ("DAS Global"
or the "Company") intends to qualify both its written and
oral forward-looking statements for protection under the
Reform Act and any other similar safe harbor provisions.
"Forward-looking statements" are defined by the
Reform Act. Generally, forward-looking statements include
expressed expectations of future events and the
assumptions on which the expressed expectations are based.
All forward-looking statements are inherently uncertain
as they are based on various expectations and assumptions
concerning future events and they are subject to numerous
known and unknown risks and uncertainties which could
cause actual events or results to differ materially from
those projected. Due to those uncertainties and risks,
the investment community is urged not to place undue
reliance on written or oral forward-looking statements of
DAS Global. The
Company undertakes no obligation to update or revise this
Safe Harbor Compliance Statement for Forward-Looking
Statements (the "Safe Harbor Statement") to reflect
future developments. In addition, DAS Global undertakes
no obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence
of unanticipated events or changes to future operating
results over time.