UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DAS Global Capital Corp
(Exact name of registrant as specified in its charter)
Nevada
6531
45-2037328
(State or other
jurisdiction of
(Primary
Standard
Industrial
(I.R.S. Employer
incorporation or
organization)
Classification
Code Number)
Identification
Number)
1785 E Sahara Ave, Ste 490
Las Vegas Nevada 89104
(281) 914-8635
(Address, including zip code, and telephone number,
including area code, of registrant?s principal
executive offices)
Darrell A Calloway
1785 E Sahara Ave, Ste 490
Las Vegas, Nevada 89104
(281) 914-8635
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to
the public:
As soon as practicable after their Registration
Statement is declared effective.
If any of the securities being registered in ther Form
are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933
check the following box: ?
If ther Form is filed to register additional
securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following
box and list the Securities Act registration statement
number of the earlier effective registration statement
for the same offering. ?
If ther Form is a post-effective amendment filed under
Rule 462(c) of the Securities Act, check the following
box and list the Securities Act registration statement
number of the earlier effective registration statement
for the same offering. ?
If ther Form is a post effective amendment filed under
Rule 462(d) of the Securities Act, check the following
box and list the Securities Act registration statement
number of the earlier effective registration statement
for the same offering. ?
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filed, a non-
accelerated filer, or a smaller reporting
company. See the definitions of ?large accelerated
filer,? ?accelerated filer? and ?smaller reporting
company? in Rule 12b-2 of the Exchange Act.
Large accelerated filer ? Accelerated filer ?
Non-accelerated filer ? (Do not check if a smaller
reporting company) Smaller reporting company ?
CALCULATION OF REGISTRATION FEE
Title of
Each Class
of
Securities
to be
Registered
Amount to
be
Registered
Proposed
Maximum
Offering
Price Per
Unit(1)
Proposed
Maximum
Aggregate
Offering
Price(1)
Amount of
Registration
Fee
Common
Stock, par
value
$0.0001
per share
2,000,000
$0.03
$60,000
$6.97
(1)Estimated for purposes of calculating the
registration fee in accordance with Rule 457 of
the Securities Act of 1933 and the price at
which the selling security holders will be
offering their shares.
The registrant hereby amends ther registration
statement on such date or dates as may be necessary to
delay its effective date until the registrant shall
file a further amendment which specifically states
that ther registration statement shall thereafter
become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration
statement shall become effective on such dates as the
Securities and Exchange Commission, acting pursuant to
said section 8(a), may determine.
PROSPECTUS
DAS Global Capital Corp.
2,000,000Shares of Common Stock
The date of this Prospectus is October 12, 2011.
DAS Global Capital Corp. (?DAS Global Capital Corp?,
?we?, ?us?, ?our?) is registering 2,000,000 shares of
common stock held by 35 selling security holders.
The selling security holders will sell at an initial
price of $0.03 per share until our common stock is
quoted on the OTC Bulletin Board, and thereafter at
prevailing market prices or privately negotiated
prices. However, there can be no assurance that our
common stock will become quoted on the OTC Bulletin
Board. We will not receive any proceeds from the sale
of shares of our common stock by the selling security
holders, who will receive aggregate net proceeds of
$60,000 if all of the shares being registered are
sold. With the exception of any brokerage fees and
commissions and blue sky expenses, which are the
responsibility of the selling security holders, we
will incur all costs associated with this Prospectus,
which includes our legal and accounting fees, printing
costs and filing and other miscellaneous fees.
Our common stock is presently not traded on any
national securities exchange or the NASDAQ Stock
Market. We do not intend to apply for listing on any
national securities exchange or the NASDAQ Stock
Market. The purchasers in this offering may be
receiving an illiquid security.
An investment in our securities is speculative. See
the section entitled ?Risk Factors? beginning on page
4 of this Prospectus.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or
disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any
representation to the contrary is a criminal offense.
The information in this Prospectus is not complete and
may be changed. The selling security holders may not
sell these securities until the registration statement
that includes this Registration Statement is declared
effective by the Securities and Exchange
Commission. This Prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy
these securities, nor shall the selling security
holders sell any of these securities in any state
where such an offer or solicitation would be unlawful
before registration or qualification under such
state?s securities laws.
You should rely only on the information contained in
this Prospectus. We have not authorized anyone to
provide you with information different from that
contained in this Prospectus. The selling
shareholders are offering to sell, and seeking offers
to buy, their common shares, only in jurisdictions
where offers and sales are permitted. The information
contained in this Prospectus is accurate only as of
the date of this Prospectus, regardless of the time of
delivery of this prospectus or of any sale of our
common shares.
TABLE OF CONTENTS
Page No.
PROSPECTUS SUMMARY
1
DAS Global Capital Corp.
1
The Offering
2
Financial Summary Information
3
RISK FACTORS
4
Risks Relating to DAS Global Capital Corp
4
Risks Relating to the Internet Industry
11
Risks Relating to Our Securities
11
USE OF PROCEEDS
15
DETERMINATION OF OFFERING PRICE
15
DILUTION
16
SELLING SECURITY HOLDERS
16
PLAN OF DISTRIBUTION
19
Regulation M
21
Penny Stock Rules
22
Blue Sky Restrictions on Resale
23
DESCRIPTION OF SECURITIES TO BE REGISTERED
23
Common Stock
23
Voting Rights
23
Dividend Policy
24
Preferred Stock
24
Transfer Agent
24
INTERESTS OF NAMED EXPERTS AND COUNSEL
24
Experts
24
DESCRIPTION OF BUSINESS
25
Forward-Looking Statements
25
Overview
25
Products and Services
27
Target Markets and Marketing Strategy
28
Growth Strategy
29
Competition
29
Intellectual Property
30
Research and Development
30
Government Regulation
30
Employees
32
Reports to Security Holders
32
DESCRIPTION OF PROPERTY
32
LEGAL PROCEEDINGS
33
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
33
Market Information
33
Rule 144
33
Holders
34
Dividends
35
Equity Compensation Plans
35
MANAGEMENT?S DISCUSSION AND ANAYLSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
35
Forward Looking Statements
35
i
Plan of Operation
35
Liquidity and Capital Resources
36
Results of Operations
37
Subsequent Events
38
Going Concern
38
Off-Balance Heet Arrangements
39
Inflation
39
Critical Accounting Policies
39
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
40
DIRECTORS AND EXECUTIVE OFFICERS
40
Directors and Officers
40
Other Directorships
41
Board of Directors and Director Nominees
41
Conflicts of Interest
42
Significant Employees
42
Legal Proceedings
42
Audit Committee
44
Family Relationships
44
Code of Ethics
44
EXECUTIVE COMPENSATION
44
Summary Compensation Table
44
Option Grants
45
Management Agreements
45
Compensation of Directors
45
Pension, Retirement or Similar Benefit Plans
45
Compensation Committee
45
Indemnification
45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
46
Change in Control
46
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
46
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
47
EXPERTS
48
LEGAL MATTERS
48
FINANCIAL STATEMENTS
F-1
ii
PROSPECTUS SUMMARY
This Prospectus, and any supplement to this Prospectus
include ?forward-looking statements?. To the extent
that the information presented in this Prospectus
discusses financial projections, information or
expectations about our business plans, results of
operations, products or markets, or otherwise makes
statements about future events, such statements are
forward-looking. Such forward-looking statements can
be identified by the use of words such as ?intends?,
?anticipates?, ?believes?, ?estimates?, ?projects?,
?forecasts?, ?expects?, ?plans? and ?proposes?.
Although we believe that the expectations reflected in
these forward-looking statements are based on
reasonable assumptions, there are a number of risks
and uncertainties that could cause actual results to
differ materially from such forward-looking statements.
These include, among others, the cautionary statements
in the ?Risk Factors? section beginning on page 4 of
this Prospectus and the ?Management?s Discussion and
Analysis of Financial Position and Results of
Operations? section elsewhere in this Prospectus.
DAS Global Capital Corp
We were incorporated on April 28, 2011 under the laws
of the State of Nevada. We do not have any
subsidiaries. Our principal executive offices are
located at 1785 E Sahara Ave, Ste 490, Las Vegas,
Nevada 89104. Our telephone number is (281) 914-8636.
Our website will be up shortly
www.dasglobalcapital.com. Our fiscal year end is
December 31.
We are a start-up, development Stage Company. We have
only recently begun operations, have no sales or
revenues, and therefore rely upon the sale of our
securities to fund our operations. We have a going
concern uncertainty as of the date of our most recent
financial statements.
Our website will provide prospective homebuyers with
comprehensive and easy-to-use information on
foreclosed residential properties. Prospective
homebuyers can search our web-based database free of
charge, but are required to register in order to save
favorite listings and searches. Prospective
homebuyers will receive free email updates when new
properties become available that match their previous
search criteria. We intend to use our website and our
web-based database to promote our realtor services to
prospective homebuyers interested in foreclosed
residential properties.
We intend to generate revenue by selling our realtor
services to prospective homebuyers interested in
foreclosed residential properties. Our website will
advertise our realtor services. Also, each registered
user of our website will receive follow-up e-mails
offering him the ability to schedule an appointment
with one of our realtors to view properties he has
seen on our website and to alert him to new properties
that match her previous search criteria. In some
instances, realtors employed or retained by us will
provide realtor services. In other instances, we will
refer these services to outside realtors. We will
collect a fixed percentage of the commissions the
realtors receive on transactions.
Initially, our focus will be on homebuyers interested
in purchasing foreclosed residential properties in
Harris, Montgomery, Fort Bend and Galveston Counties
in the State of Texas. Depending upon market
conditions and market acceptance of our realtor
services, we may expand into other counties in the
State of Texas.
Our principle business activities will be: promoting,
marketing, and selling realtor services to prospective
homebuyers interested in foreclosed residential
properties over the Internet; and developing,
maintaining, and updating a comprehensive and easy to
use web-based database of information on foreclosed
residential properties that can be accessed by
prospective homebuyers free of charge and can be used
by us to promote our realtor services.
The information contained on our website is not part
of this Prospectus.
1
We are not a blank check company. Rule 419 of
Regulation C under the Securities Act of 1933 defines
a ?blank check company? as a (i) 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, and
(ii) is issuing a penny stock. Accordingly, we do not
believe that our company may be classified as a ?blank
check company? because we intend to engage in a
specific business plan and do not intend to engage in
any merger or acquisition with an unidentified company
or other entity.
To the extent we cannot meet our cash requirements for
the next 12 months by generating revenue, we intend to
meet such cash requirements through sale of our equity
securities by way of private placements. We currently
do not have any arrangements in place to complete any
such private placements (nor have we identified any
potential investors) and there is no assurance that we
will be successful in completing any such private
placements on terms acceptable to us. If we are
unable to raise sufficient capital to carry out our
business plan, we may be forced to cease operations
and you may lose your entire investment.
The Offering
The 2,000,000 shares of our common stock being
registered by this Prospectus represent approximately
28.6% of our issued and outstanding common stock as of
September 30, 2011. Both before and after the
offering, Darrell A Calloway, our sole officer and
director, will control DAS Global Capital. As of
September 30, 2011, Mr. Calloway owns 5,000,000 shares,
representing approximately 71.4% of our issued and
outstanding common stock. None of these shares are
being registered by this Prospectus. After the
offering, Mr. Calloway will continue to own
approximately 71.4% of our issued and outstanding
common stock.
The following is a brief summary of the offering:
Securities Offered:
2,000,000 shares of common stock,
par value $0.0001 per share,
offered by 35 selling security
holders.
Initial Offering
Price:
The $0.03 per share initial
offering price of our common
stock was determined by our Board
of Directors based on several
factors, including our capital
structure and the most recent
selling price of 10,000 shares of
our common stock in private
placements for $0.03 per share on
May 9, 2011. The selling
security holders will sell at an
initial price of $0.03 per share
until our common stock is quoted
on the OTC Bulletin Board and
thereafter at prevailing market
prices or privately negotiated
prices. However, there can be no
assurance that our common stock
will ever become quoted on the
OTC Bulletin Board.
Minimum Number of
Securities to be
Sold in ther
Offering:
None.
2
Securities Issued
and to be Issued:
As of September 30, 2011, we had
7,000,000 issued and outstanding
shares of our common stock, and
no issued and outstanding
convertible securities.
All of the common stock to be
sold under this Prospectus will
be sold by existing security
holders. There is no establihed
market for the common stock being
registered. We intend to engage a
market maker to apply to have our
common stock quoted on the OTC
Bulletin Board. This process
usually takes at least 60 days
and the application must be made
on our behalf by a market
maker. We have not yet engaged a
market maker to file our
application. If our common stock
becomes quoted and a market for
the stock develops, the actual
price of the shares will be
determined by prevailing market
prices at the time of the
sale. The trading of securities
on the OTC Bulletin Board is
often sporadic and investors may
have difficulty buying and
selling or obtaining market
quotations, which may have a
depressive effect on the market
price of our common stock.
Proceeds:
We will not receive any proceeds
from the sale of our common stock
by the selling security holders.
Financial Summary Information
All references to currency in this Prospectus are to
U.S. Dollars, unless otherwise noted.
The following table sets forth selected financial
information, which should be read in conjunction with
the information set forth in the ?Management?s
Discussion and Analysis of Financial Position and
Results of Operations? section and the accompanying
financial statements and related notes included
elsewhere in ther Prospectus.
Balance Heet Data
As of
September
30, 2011
(Audited)
As of June
30, 2011
(Unaudited)
Balance Heet
Working Capital
$
22,675
$
12,574
Total Current Assets
$
30,700
24,318
Total Current Liabilities
$
(8,025
)
$
(11,744
)
Income Heet Data
Period
from April
28, 2011
(date of
inception)
to
September
30, 2011
(Audited)
Three
Months
Ended June
30, 2011
(Unaudited)
Period from
September
30, 2011
(date of
inception)
to June 30,
2011
(Unaudited)
Income
Statement
Revenues
$
0
$
0
$
0
Expenses
$
8,425
$
39,501
$
47,926
Net Loss
$
(8,425
)
$
(39,501
)
$
(47,926
)
Net Loss per
share
$
(0.00
)
$
(0.01
)
$
(0.01
)
3
RISK FACTORS
Please consider the following risk factors before
deciding to invest in our common stock.
Any investment in our common stock involves a high
degree of risk. You should consider carefully the
risks and uncertainties described below, and all other
information contained in this Prospectus, before you
decide whether to purchase our common stock. The
occurrence of any of the following risks could harm
our business. You may lose part or all of your
investment due to any of these risks or uncertainties.
This Prospectus also contains forward-looking
statements that involve risks and uncertainties. Our
actual results could differ materially from those
anticipated in these forward-looking statements as a
result of certain factors, including the risks we face
as described below and elsewhere in this Prospectus.
Risks Relating to DAS Global Capital Corp.
Our auditors have issued a going concern
opinion. This means that there is substantial doubt
that we will continue operations for the next 12
months. If we cease operations, you could lose your
investment.
Our auditors have issued a going concern
opinion. This means that there is substantial doubt
that we can continue as an ongoing business for the
next 12 months. The financial statements do not
include any adjustments that might result from the
uncertainty about our ability to continue in
business. As such we may have to cease operations and
you could lose your investment.
We have a limited operating history and have losses
that we expect to continue into the future. There is
no assurance our future operations will result in
profitable revenues. If we cannot generate sufficient
revenues to operate profitably, we will cease
operations and you will lose your investment.
We were incorporated on April 28, 2011 and have only
recently begun our business operations. While
prospective clients can now search our web-based
database free of charge, we have not realized any
revenues from our realtor services. We have very
limited operating history upon which an evaluation of
our future success or failure can be made. Our net
loss from inception through September 30, 2011 is
$47,926. Since April 28, 2011, we have incurred
$11,200 in expenses, of which $5,000 is for legal fees,
$5,700 is for audit fees, and $500 is for general
office expenses. The $5,000 in legal fees relates to
the offering of securities described in this
prospectus. The $500 in general office expenses
consists of bank charges, office maintenance,
communication expenses (cellular, internet, fax and
telephone), courier, postage and office supplies. Our
ability to achieve and maintain profitability and
positive cash flow is dependent upon successfully
acquiring clients who buy properties. We will charge
all of our realtors (including our sole officer and
director) a fixed percentage of the commission
collected by the realtor, which is how we will
generate revenue.
Based upon current plans, we expect to incur operating
losses in future periods because we will be incurring
expenses and not generating revenues. We cannot
guarantee that we will be successful in generating
revenues in the future. Failure to generate revenues
will cause you to lose your investment.
4
We will need a significant amount of capital to carry
out our proposed business plan, and unless we are able
to raise sufficient funds, we may be forced to
discontinue our operations.
In order to carry out our proposed business plan, we
will require a significant amount of capital. We
estimate that we will need approximately $70,000 to
finance our planned operations for the next 12 months,
which we must obtain through the sale of equity
securities or from outside sources. As of September
30, 2011 we had $24,318 in cash in our bank accounts.
Our ability to obtain the necessary financing to carry
out our business plan is subject to a number of
factors, including investor acceptance of our business
plan and general market conditions, the latter of
which are currently poor due to the worldwide economic
recession. These factors may make the timing, amount,
terms and conditions of such financing unattractive or
unavailable to us. If we are unable to raise
sufficient funds, we will have to significantly reduce
our spending, delay or cancel our planned activities
or substantially change our current corporate
structure. There is no guarantee that we will be able
to obtain any funding or that we will have sufficient
resources to conduct our operations as projected, any
of which could mean that we will be forced to
discontinue our operations.
Our focus on foreclosed residential properties in
Harris, Fort Bend, Galveston and Montgomery Counties
in Texas may be too narrow for us to be able to
generate enough revenue to operate profitably.
We will generate revenue by selling our realtor
services to prospective homebuyers. We will collect a
fixed percentage of the commissions our realtors
receive on transactions. Initially, our focus will be
on homebuyers interested in purchasing foreclosed
residential properties in Harris, Fort Bend, Galveston
and Montgomery Counties in the State of
Texas. Depending upon market conditions and market
acceptance of our realtor services, we may expand into
other counties in the State of Texas. Our focus on
only homebuyers interested in foreclosed residential
properties in our target geographic area may be too
narrow for us to be able generate enough revenue to
operate profitably. If our focus is too narrow, we
may not be able to successfully expand our business
into other areas (for example, non-foreclosed
properties or other geographic areas). If we are not
able to operate profitably, investors may lose some or
all of their investment in our company.
Adverse developments in general business, economic and
political conditions could have a material adverse
effect on our financial condition and our results of
operations.
Our business and operations are sensitive to general
business and economic conditions in the U.S. and
worldwide. These conditions include short-term and
long-term interest rates, inflation, fluctuations in
debt and equity capital markets and the general
condition of the U.S. and world economy.
A host of factors beyond our control could cause
fluctuations in these conditions, including the
political environment and acts or threats of war or
terrorism. Adverse developments in these general
business and economic conditions, including through
recession, downturn or otherwise, could have a
material adverse effect on our financial condition and
our results of operations.
Our business is affected by the monetary policies of
the federal government and its agencies. We are
particularly affected by the policies of the Federal
Reserve Board, which regulates the supply of money and
credit in the U.S. The Federal Reserve Board?s
policies affect the real estate market through their
effect on interest rates. We are affected by any
rising interest rate environment. As mortgage rates
rise, the number of home sale transactions may
decrease as potential home sellers choose to stay with
their lower cost mortgage rather than sell their home
and pay a higher cost mortgage and potential home
buyers choose to rent rather than pay higher mortgage
rates. As a consequence, the growth in home prices
may slow as the demand for homes decreases and homes
become less affordable. Changes in the Federal
Reserve Board?s policies, the interest rate
environment and mortgage market are beyond our control,
are difficult to predict and could have a material
adverse effect on our business, results of operations
and financial condition.
5
We are negatively impacted by a downturn in the
residential real estate market.
The residential real estate market tends to be
cyclical and typically is affected by changes in
general economic conditions that are beyond our
control. The U.S. residential real estate market is
currently in a significant downturn due to various
factors including downward pressure on housing prices,
credit constraints inhibiting new buyers and an
exceptionally large inventory of unsold homes at the
same time that sales volumes are decreasing. We
cannot predict whether the downturn will worsen or
when the market and related economic forces will
return the U.S. residential real estate industry to a
growth period.
Our businesses are highly regulated and any failure to
comply with such regulations or any changes in such
regulations could adversely affect our business.
Our businesses are highly regulated. Our realtor
business must comply with the requirements governing
the licensing and conduct of real estate brokerage and
brokerage-related businesses in the jurisdictions in
which we do business. These laws and regulations
contain general standards for and prohibitions on the
conduct of real estate brokers and sales associates,
including those relating to licensing of brokers and
sales associates, fiduciary and agency duties,
administration of trust funds, collection of
commissions, advertising and consumer
disclosures. Under state law, our real estate brokers
have the duty to supervise and are responsible for the
conduct of their brokerage business.
We may be subject to litigation claims alleging
breaches of fiduciary duties by our licensed brokers
and violations of unlawful state laws relating to
business practices or consumer disclosures. We cannot
predict with certainty the cost of defense or the
ultimate outcome of these or other litigation matters
filed by or against us, including remedies or awards,
and adverse results in any such litigation may harm
our business and financial condition.
Our real estate brokerage business must comply with
the Real Estate Settlement Procedures Act
(?RESPA?). RESPA and comparable state statutes, among
other things, restrict payments which real estate
brokers, agents and other settlement service providers
may receive for the referral of business to other
settlement service providers in connection with the
closing of real estate transactions. Such laws may to
some extent restrict preferred vendor arrangements
involving our brokerage business. RESPA and similar
state laws require timely disclosure of certain
relationships or financial interests that a broker has
with providers of real estate settlement services.
There is a risk that we could be adversely affected by
current laws, regulations or interpretations or that
more restrictive laws, regulations or interpretations
will be adopted in the future that could make
compliance more difficult or expensive. There is also
a risk that a change in current laws could adversely
affect our business.
In addition, regulatory authorities have relatively
broad discretion to grant, renew and revoke licenses
and approvals and to implement regulations.
Accordingly, such regulatory authorities could prevent
or temporarily suspend us from carrying on some or all
of our activities or otherwise penalize us if our
practices were found not to comply with the then
current regulatory or licensing requirements or any
interpretation of such requirements by the regulatory
authority. Our failure to comply with any of these
requirements or interpretations could have a material
adverse effect on our operations.
We are also, to a lesser extent, subject to various
other rules and regulations such as:
6
???
the Gramm-Leach-Bliley Act which governs the
disclosure and safeguarding of consumer
financial information;
???
various state and federal privacy laws;
???
the USA PATRIOT Act;
???
restrictions on transactions with persons on the
Specially Designated Nationals and Blocked
Persons list promulgated by the Office of
Foreign Assets Control of the Department of the
Treasury;
???
federal and state ?Do Not Call? and ?Do Not Fax?
laws;
???
?controlled business? statutes, which impose
limitations on affiliations between providers of
title and settlement services, on the one hand,
and real estate brokers, mortgage lenders and
other real estate providers, on the other hand;
and
???
the Fair Housing Act.
Our failure to comply with any of the foregoing laws
and regulations may subject us to fines, penalties,
injunctions and/or potential criminal violations. Any
changes to these laws or regulations or any new laws
or regulations may make it more difficult for us to
operate our business and may have a material adverse
effect on our operations.
The competition in our industry is intense, our
principal competitors have significantly greater
resources than we do and this competition will have a
material adverse effect on our results of operation.
Our largest national competitors in the realtor
services industry include franchisees of Century 21,
Prudential, GMAC Real Estate, and RE/MAX. All of
these companies may have greater financial resources
than we do, including greater marketing and technology
budgets. We also compete with smaller regional and
local realtor companies and independent
realtors. Realtors compete for business primarily on
the basis of services offered, reputation, personal
contacts, and realtor commission. In some instances,
our realtor services will be provided by a realtor
employed or retained by the Company. In other
instances, we will refer these services to outside
realtors for a fixed fee of the realtor
commissions. We may have to reduce the fees we charge
our realtors to be competitive with those charged by
competitors, which may accelerate if market conditions
deteriorate. If competition results in lower average
realtor commission rates or lower sales volume by our
realtors, our revenues will be affected adversely.
Our operating results are dependent on our ability to
maintain and continually update a functional, user-
friendly, and comprehensive web-based database of
information on foreclosed residential properties.
We will generate revenue by selling our realtor
services to prospective homebuyers interested in
foreclosed residential properties. Our website will
advertise our realtor services. Also, each registered
user of our website will receive follow-up e-mails
offering him the ability to schedule an appointment
with one of our realtors to view properties he has
seen on our website and to alert him to new properties
that match her previous search criteria.
7
The distinction we hope to make between our company
and other realtors who also work with prospective
homebuyers interested in foreclosed residential
properties is our ability to offer such prospective
homebuyers a functional, user-friendly, and
comprehensive web-based database of information that
they can use in finding and researching
properties. If we are unable to maintain and
continually update a functional, user-friendly, and
comprehensive web-based database of information on
foreclosed residential properties in our target
geographic area, we may be unable to secure
prospective homebuyers as clients. Our failure to
generate revenue will cause you to lose your entire
investment.
The loss of our relationships with compilers of
information on foreclosed residential properties could
adversely affect our business by increasing the time
and expense required to independently gather such
information.
Foreclosure Solutions maintains a database of
information of foreclosed residential properties that
has been provided to us by various data providers,
which database is used as a means of promoting our
realtor services. These data providers have compiled
the information included in their databases from
multiple sources, including governmental
databases. We have formal agreements in with these
data providers. Our ability to maintain our
relationships with existing data providers and to
build new relationships with additional data providers
is critical to the success of our business. If we
were not able to obtain data directly from other data
providers, we would have to obtain the information
directly from multiple original data sources, which
would significantly increase the time and expense
required to convert the information into the format we
use for our database. We obtain data from most data
providers at nominal costs. If any of them began to
charge us significant fees for providing data, our
costs of data acquisition could increase
significantly. The loss of any relationships with
data providers, or any significant increase in data
acquisition costs, could materially and adversely
affect our business, operating results or financial
condition.
Intellectual property claims against us can be costly
and could impair our business.
The sources of the information that will be included
in our database are data providers who have compiled
the information from multiple sources, including
governmental databases. While we do not believe our
use of information compiled by other data providers
infringes upon the intellectual property rights of
such data providers or any other third parties, we
have not investigated the possibility that our use of
the information infringes on such intellectual
property rights. We do not intend to take such steps
until after we have a positive cash flow.
Other parties may assert infringement or unfair
competition claims against us. We cannot predict
whether third parties will assert claims of
infringement against us, or whether any future
assertions or prosecutions will harm our business. If
we are forced to defend against any such claims,
whether they are with or without merit or are
determined in our favor, then we may face costly
litigation, diversion of technical and management
personnel, or product deployment delays. As a result
of such a dispute, we may have to develop non-
infringing technology or enter into royalty or
licensing agreements. Such royalty or licensing
agreements, if required, may be unavailable on terms
acceptable to us, or at all. If there is a successful
claim of product infringement against us and we are
unable to develop non-infringing technology or license
the infringed or similar technology on a timely basis,
it could impair our business.
If we do not attract clients to our website on cost-
effective terms, we will not make a profit, which
ultimately will result in a cessation of operations.
8
We will generate revenue by selling our realtor
services to prospective homebuyers. We will collect a
fixed percentage of the commissions our realtors
receive on transactions. Our success depends on our
ability to attract residential homebuyers to our
website on cost-effective terms. Our website will
advertise our realtor services. Also, each registered
user of our website will receive follow-up e-mails
offering him the ability to schedule an appointment
with one of our realtors to view properties he has
seen on our website. Our strategy to attract
potential clients to our website, which has been
formalized and implemented, includes viral marketing,
the practice of generating ?buzz? among Internet users
in our products and services through the developing
and maintaining weblogs or ?blogs?, online journals
that are updated frequently and available to the
public, postings on online communities such as Yahoo!?
Groups and amateur websites such as YouTube.com, and
other methods of getting Internet users to refer
others to our website by e-mail or word of mouth;
search engine optimization and marketing our website
via search engines by purchasing sponsored placement
in search results; utilizing direct e-mail marketing
firms who specialize in our target market via
subscriber based lists with detailed criteria obtained
by third party research groups; and entering into
affiliate marketing relationships with website
providers to increase our access to Internet
consumers. We expect to rely on search engine
optimization, search engine marketing, direct e-mail
and affiliate marketing as the primary sources of
traffic to our website, with viral marketing as a
secondary source. Our marketing strategy may not be
enough to attract sufficient traffic to our
website. If we are unsuccessful at attracting a
sufficient amount of traffic to our website, our
ability to get clients and our financial condition
will be harmed.
To date we do not have any clients. We cannot
guarantee that we will ever have any clients. Even if
we obtain clients, there is no guarantee that we will
generate a profit. If we cannot generate a profit, we
will have to suspend or cease operations.
We will be dependent on third parties to maintain our
website and network infrastructure and to provide some
of the realtor services we will offer. If such
parties are unwilling or unable to continue providing
these services, our business could be severely harmed.
We will rely on third parties to maintain our website
and network infrastructure, and in some instances, to
provide realtor services to our customers. Our web-
based database must be functional, user friendly, and
continually updated. We have entered into an
agreement with Perry Hunter, an experienced web
designer to develop and maintain our website and
network infrastructure. Mr. Hunter will also be
providing SEO services to us on an ongoing monthly
basis. Our sole officer and director is a licensed
realtor and will provide realtor services for
properties located within a reasonable distance of our
offices. For properties not located within a
reasonable distance of our offices, we will locate
another realtor for the homebuyer. We have a blanket
referral agreement which will be utilized with each
realtor, prior to introducing our client to the
realtor. We will charge all realtors (including our
sole officer and director) a fixed percentage of the
commission collected by the realtor on the transaction,
estimated at ther time to be 25% of the commission
collected by the realtor. Our success will depend on
our ability to build and maintain relationships with
such third party service providers on commercially
reasonable terms. If we are unable to build and
maintain such relationships on commercially reasonable
terms, we will have to suspend or cease
operations. Even if we are able to build and maintain
such relationships, if these parties are unable to
deliver products and services on a timely basis, our
clients could become dissatisfied and decline to use
our services. If our clients become dissatisfied with
the services provided by these third parties, our
reputation and the DAS Global Capital brand could
suffer.
Our operating results will depend on our website and
network infrastructure. Capacity restraints or
systems failures would harm our business, results of
operations and financial condition.
9
We have developed our website and network
infrastructure. Our website contains data on
foreclosed residential properties in our target
geographic area and is updated on a daily basis. Our
website advertises our realtor services. We also have
the ability to generate and send automated follow-up
e-mails to each registered user of our website
offering him the ability to schedule an appointment
with one of our realtors to view properties he has
seen on our website and to alert him to new properties
that match her previous search criteria. Our network
infrastructure may be unable to accommodate increases
in traffic to our website. We may be unable to
project accurately the rate or timing of traffic
increases or successfully upgrade our systems and
infrastructure to accommodate future traffic levels on
our website.
If we do not make a profit, we may have to suspend or
cease operations.
Because we are small and do not have much capital, we
must limit the marketing of our website. The website
is how we will promote our realtor services, which in
turn is how we will generate revenue. Because we will
be limiting our marketing activities, we may not be
able to attract enough clients to operate
profitably. If we cannot operate profitably, we may
have to suspend or cease operations.
Because our sole officer and director does not have
prior experience in online marketing, we may have to
hire individuals or suspend or cease operations.
Because our sole officer and director does not have
prior experience in online marketing, we may have to
hire additional experienced personnel to assist us
with our operations. If we need the additional
experienced personnel and we do not hire them, we
could fail in our plan of operations and have to
suspend operations or cease operations.
Because our sole officer and director does not have
prior experience in financial accounting and the
preparation of reports under the Securities Exchange
Act of 1934, we may have to hire individuals which
could result in an expense we are unable to pay.
Because our sole officer and director does not have
prior experience in financial accounting and the
preparation of reports under the Securities Act of
1934, we may have to hire additional experienced
personnel to assist us with the preparation
thereof. If we need the additional experienced
personnel and we do not hire them, we could fail in
our plan of operations and have to suspend operations
or cease operations entirely and you could lose your
investment.
Because we have only one officer and director who is
responsible for our managerial and organizational
structure, in the future, there may not be effective
disclosure and accounting controls to comply with
applicable laws and regulations which could result in
fines, penalties and assessments against us.
We have only one officer and director. He is
responsible for our managerial and organizational
structure which will include preparation of disclosure
and accounting controls under the Sarbanes Oxley Act
of 2002. When theses controls are implemented, he
will be responsible for the administration of the
controls. Should he not have sufficient experience,
he may be incapable of creating and implementing the
controls which may cause us to be subject to sanctions
and fines by the Securities and Exchange Commission.
We are completely dependent on our sole officer and
director to guide our initial operations, initiate our
plan of operations, and provide financial support. If
we lose her services we will have to cease operations.
Our success will depend entirely on the ability and
resources of Mr. Calloway, our sole officer and
director. If we lose the services or financial
support of Mr. Calloway, we will cease operations.
Presently, Mr. Calloway is committed to providing her
time and financial resources to us. However, Mr.
Calloway could decide to engage in other activities
and reduce the amount of time he devotes to our
operations.
10
Risks Relating to the Internet Industry
Our success is tied to the continued use of the
Internet and the adequacy of the Internet
infrastructure.
Our future revenues and profits, if any, substantially
depend upon the continued widespread use of the
Internet as an effective medium of business and
communication.
Factors which could reduce the widespread use of the
Internet include:
???
actual or perceived lack of security of
information or privacy protection;
???
possible disruptions, computer viruses or other
damage to the Internet servers or to users?
computers; and
???
excessive governmental regulation.
Customers may be unwilling to use the Internet to
purchase goods and services.
Our future depends heavily upon the general public?s
willingness to use the Internet as a means to purchase
goods and services. The demand for and acceptance of
products sold over the Internet are highly uncertain,
and most e-commerce businesses have a short track
record. If consumers are unwilling to use the
Internet to conduct business, our business may not
develop profitably.
Existing or future government regulation could harm
our business.
We are subject to the same federal, state and local
laws as other companies conducting business on the
Internet. Today there are relatively few laws
specifically directed towards conducting business on
the Internet. However, due to the increasing
popularity and use of the Internet, many laws and
regulations relating to the Internet are being debated
at the state and federal levels. These laws and
regulations could cover issues such as user privacy,
freedom of expression, pricing, fraud, quality of
products and services, taxation, advertising,
intellectual property rights and information
security. Applicability to the Internet of existing
laws governing issues such as property ownership,
copyrights and other intellectual property issues,
taxation, libel, obscenity and personal privacy could
also harm our business. Current and future laws and
regulations could harm our business, results of
operation and financial condition.
Laws or regulations relating to privacy and data
protection may adversely affect the growth of our
Internet business or our marketing efforts.
We are subject to increasing regulation at the federal,
state, and international levels relating to privacy
and the use of personal user information. These data
protection regulations and enforcement efforts may
restrict our ability to collect demographic and
personal information from users, which could be costly
or harm our marketing efforts.
Risks Relating to Our Securities
Because there is no public trading market for our
common stock, you may not be able to resell your
shares.
There is currently no public trading market for our
common stock. Therefore, there is no central place,
such as stock exchange or electronic trading system,
to resell your shares. If you do wish to resell your
shares, you will have to locate a buyer and negotiate
your own sale. As a result, you may be unable to sell
your shares, or you may be forced to sell them at a
loss.
11
We intend to engage a market maker to apply to have
our common stock quoted on the OTC Bulletin Board.
This process takes at least 60 days and the
application must be made on our behalf by a market
maker. If our common stock becomes listed and a market
for the stock develops, the actual price of our shares
will be determined by prevailing market prices at the
time of the sale. We do not currently meet the
existing requirements to be quoted on the OTC Bulletin
Board and there is no assurance that we will ever be
able to meet those requirements.
We cannot assure you that there will be a market in
the future for our common stock. The trading of
securities on the OTC Bulletin Board is often sporadic
and investors may have difficulty buying and selling
our shares or obtaining market quotations for them,
which may have a negative effect on the market price
of our common stock. You may not be able to sell your
shares at their purchase price or at any price at all.
Accordingly, you may have difficulty reselling any
shares you purchase from the selling security holders.
The continued sale of our equity securities will
dilute the ownership percentage of our existing
stockholders and may decrease the market price for our
common stock.
Given our lack of revenues and the doubtful prospect
that we will earn significant revenues in the next
several years, we will require additional financing of
$70,000 for the next 12 months (beginning July 2011),
which will require us to issue additional equity
securities. We expect to continue our efforts to
acquire financing to fund our planned development and
expansion activities, which will result in dilution to
our existing stockholders. In short, our continued
need to sell equity will result in reduced percentage
ownership interests for all of our investors, which
may decrease the market price for our common stock.
We do not intend to pay dividends and there will thus
be fewer ways in which you are able to make a gain on
your investment.
We have never paid dividends and do not intend to pay
any dividends for the foreseeable future. To the
extent that we may require additional funding
currently not provided for in our financing plan, our
funding sources may prohibit the declaration of
dividends. Because we do not intend to pay dividends,
any gain on your investment will need to result from
an appreciation in the price of our common stock.
There will therefore be fewer ways in which you are
able to make a gain on your investment.
We have raised substantial amounts of capital in a
recent financing, and if we inadvertently failed to
comply with applicable securities laws, ensuing
rescission rights or lawsuits would severely damage
our financial position.
The securities offered in our December 2010, January
2011 and February 2011 private placements were not
registered under the Securities Act or any state ?blue
sky? law in reliance upon exemptions from such
registration requirements. Such exemptions are highly
technical in nature, and if we inadvertently failed to
comply with the requirements or any of such exemptive
provisions, the investor would have the right to
rescind their purchase of our securities or sue for
damages. If the investor was to successfully seek
such rescission or prevail in any such suit, we would
face severe financial demands that could materially
and adversely affect our financial
position. Financings that may be available to us
under current market conditions frequently involve
sales at prices below the prices at which our common
stock would be quoted on the OTC or exchange on which
our common stock may in the future be listed, as well
as the issuance of warrants or convertible securities
at a discount to market price.
12
Because our sole officer and director will still owns
more than 50% of the total outstanding common stock
after the offering, he will retain control of the
company and be able to decide who will be directors
and you may not be able to elect any directors which
could decrease the price and marketability of the
shares.
Darrell A Calloway, our sole officer and director,
owns 5,000,000 shares of our common stock, which is
approximately 71.4% of our issued and outstanding
common stock. After the offering, he will still own
approximately 71.4% of our issued and outstanding
common stock.
Because Mr. Calloway will continue to own more than
50% of the total outstanding common stock, he will be
able to substantially influence all matters requiring
stockholder approval, including the election of
directors and the approval of significant corporate
transactions. He may have an interest in pursuing
acquisitions, divestitures and other transactions that
involve risks. For example, he could cause us to sell
revenue-generating assets or to make acquisitions or
enter into strategic transactions that increase our
indebtedness. He may also from time to time acquire
and hold interests in businesses that compete either
directly or indirectly with us. If Mr. Calloway fails
to act in our best interests or fails to manage us
adequately, you may have difficulty removing her as a
director, which could prevent us from becoming
profitable.
We are responsible for the indemnification of our
officers and directors, which could result in
substantial expenditures.
Our bylaws provide for the indemnification of our
directors, officers, employees, and agents, and, under
certain circumstances, against attorneys? fees and
other expenses incurred by them in litigation to which
they become a party arising from their association
with or activities on behalf of Foreclosure
Solutions. This indemnification policy could result
in substantial expenditures, which we may be unable to
recoup.
Our certificate of formation authorizes our board to
create new series of preferred stock without further
approval by our stockholders, which could adversely
affect the rights of the holders of our common stock.
Our board of directors has the authority to fix and
determine the relative rights and preferences of
preferred stock. Our board of directors also has the
authority to issue preferred stock without further
stockholder approval. As a result, our board of
directors could authorize the issuance of a series of
preferred stock that would grant to holders the
preferred right to our assets upon liquidation, the
right to receive dividend payments before dividends
are distributed to the holders of common stock and the
right to the redemption of the shares, together with a
premium, prior to the redemption of our common stock.
In addition, our board of directors could authorize
the issuance of a series of preferred stock that has
greater voting power than our common stock or that is
convertible into our common stock, which could
decrease the relative voting power of our common stock
or result in dilution to our existing stockholders.
Because the Securities and Exchange Commission imposes
additional sales practice requirements on brokers who
deal in our shares that are penny stocks, some brokers
may be unwilling to trade them. This means that you
may have difficulty reselling your shares and this may
cause the price of the shares to decline.
Our shares would be classified as penny stocks and are
covered by Section 15(g) of the Securities Exchange
Act of 1934 and the rules promulgated thereunder which
impose additional sales practice requirements on
brokers/dealers who sell our securities in this
offering or in the aftermarket. For sales of our
securities, the broker or dealer must make a special
suitability determination and receive from you a
written agreement prior to making a sale for
you. Because of the imposition of the foregoing
additional sales practices, it is possible that
brokers will not want to make a market in our
shares. This could prevent you from reselling your
shares and may cause the price of the shares to
decline.
13
Financial Industry Regulatory Authority (?FINRA?)
sales practice requirements may limit a stockholder?s
ability to buy and sell our stock which could depress
our share price.
FINRA rules require broker-dealer to have reasonable
grounds for believing that the investment is suitable
for a customer before recommending that investment to
the customer. Prior to recommending speculative low
priced securities to their non-institutional customers,
broker-dealers must make reasonable efforts to obtain
information about the customer?s financial status, tax
status, investment objectives and other
information. Under interpretations of these rules,
FINRA believes that there is a high probability that
speculative low priced securities will not be suitable
for at least some customers. Thus, the FINRA
requirements make it more difficult for broker-dealers
to recommend that their customers buy our common stock,
which may have the effect of reducing the level of
trading activity and liquidity of our common
stock. Further, many brokers charge higher
transactional fees for penny stock transactions. As a
result, fewer broker-dealers may be willing to make a
market in our common stock, reducing a stockholder?s
ability to resell shares of our common stock and
thereby depressing our share price.
Our security holders may face significant restrictions
on the resale of our securities due to state ?blue
sky? laws.
Each state has its own securities laws, often called
?blue sky? laws, which (i) limit sales of securities
to a state?s residents unless the securities are
registered in that state or qualify for an exemption
from registration and (ii) govern the reporting
requirements for broker-dealers doing business
directly or indirectly in the state. Before a
security is sold in a state, there must be a
registration in place to cover the transaction, or the
transaction must be exempt from registration. The
applicable broker-dealer must also be registered in
that state.
We do not know whether our securities will be
registered or exempt from registration under the laws
of any states. A determination regarding registration
will be made by those broker-dealers, if any, who
agree to serve as market makers for our common
stock. There may be significant state blue sky law
restrictions on the ability of investors to sell, and
on purchasers to buy, our securities. You should
therefore consider the resale market for our common
stock to be limited, as you may be unable to resell
your shares without the significant expense of state
registration or qualification.
Our compliance with the Sarbanes-Oxley Act and SEC
rules concerning internal controls will be time-
consuming, difficult, and costly.
Under Section 404 of the Sarbanes-Oxley Act and
current SEC regulations, we will be required to
furnish a report by our management on our internal
control over financial reporting beginning with our
Annual Report on Form 10-K for our fiscal year ending
December 31, 2011. We will soon begin the process of
documenting and testing our internal control
procedures in order to satisfy these requirements,
which is likely to result in increased general and
administrative expenses and may shift management?s
time and attention from revenue-generating activities
to compliance activities. While we expect to expend
significant resources to complete this important
project, we may not be able to achieve our objective
on a timely basis. It will be time-consuming,
difficult and costly for us to develop and implement
the internal controls, processes and reporting
procedures required by the Sarbanes-Oxley Act. We may
need to hire additional personnel to do so, and if we
are unable to comply with the requirements of the
legislation we may not be able to assess our internal
controls over financial reporting to be effective in
compliance with the Sarbanes-Oxley Act.
14
USE OF PROCEEDS
We will not receive any proceeds from the resale of
the securities offered through this Prospectus by the
selling security holders. The selling security
holders will receive all proceeds from this offering
and if all of the shares being offered by this
Prospectus are sold at $0.03 per share, those proceeds
would be approximately $60,000.
We received proceeds of $60,000 from the sale of the
stock being offered in this Prospectus when it was
sold by us to the selling security holders. These
funds are currently being used to pay for the filing
of this Registration Statement and for the
implementation of our business plan.
DETERMINATION OF OFFERING PRICE
The selling security holders will offer their shares
at an initial offering price of $0.03 per share until
our common stock is quoted on the OTC Bulletin Board,
and thereafter at prevailing market prices or
privately negotiated prices. However, there can be no
assurance that our common stock will become quoted on
the OTC Bulletin Board. The initial offering price
was determined by our Board of Directors, who
considered several factors in arriving at the $0.03
per share figure, including the following:
???
our most recent private placements of 10,000
shares of our common stock at a price of $0.03
per share on May 9, 2011;
???
our lack of operating history;
???
our capital structure; and
???
the background of our management.
As a result, the $0.03 per share initial price of our
common stock does not necessarily bear any
relationship to established valuation criteria and may
not be indicative of prices that may prevail at any
time. The price is not based on past earnings, nor is
it indicative of the current market value of our
assets. No valuation or appraisal has been prepared
for our business. You cannot be sure that a public
market for any of our securities will develop.
If our common stock becomes quoted on the OTC Bulletin
Board and a market for the stock develops, the actual
price of the shares sold by the selling security
holders named in this Prospectus will be determined by
prevailing market prices at the time of sale or by
private transactions negotiated by the selling
security holders. The number of shares that may
actually be sold by a selling security holder will be
determined by each selling security holder. The
selling security holders are neither obligated to sell
all or any portion of the shares offered under this
Prospectus, nor are they obligated to sell such shares
immediately hereunder. If our common stock becomes
quoted on the OTC Bulletin Board and a market for our
common stock develops, security holders may sell their
shares at a price different than the $0.03 per share
offering price depending on privately negotiated
factors such as the security holder?s own cash
requirements or objective criteria of value such as
the market value of our assets.
15
DILUTION
On April 28, 2011, we issued 5,000,000 shares of
restricted common stock to Darrell A Calloway, our
sole officer and director, in consideration of the
services valued at $500, which services included
researching names for our company, founding and
organizing our company, and securing the rights to the
domain name for our website. In May 2011, June 2011
and July 2011, we issued 2,000,000 shares of our
common stock in private placements to the 35 selling
security holders at a price of $0.03 per share in
exchange for aggregate cash proceeds of $60,000.
Prior to the private placements described above, the
net tangible book value of our shares of common stock
was a deficit of $(7,925) or approximately $(0.002)
per share based on 5,000,000 shares outstanding. Upon
the completion of the private placements described
above, the net tangible book value of the shares held
by Mr. Calloway and the selling security holders was a
surplus of $12,574 or approximately $0.002 per share
based on 7,000,000 shares outstanding, meaning that
the net tangible book value of the shares held by Mr.
Calloway increased by $20,499 without any additional
investment on her part, and the selling security
holders experienced an immediate dilution of $0.004
per share to $0.002 per share.
All of the 2,000,000 shares of our common stock to be
sold by the selling security holders are currently
issued and outstanding, and will therefore not cause
any further dilution to any of our existing
stockholders.
SELLING SECURITY HOLDERS
The 35 selling security holders are offering for sale
2,000,000 shares of our issued and outstanding common
stock, which they obtained as part of the following
stock issuances:
???
on May 29, 2011, we issued 1,020,000 shares of
our common stock to six selling security holders
at $0.03 per share for aggregate cash proceeds
of $30,600;
???
on June 4, 2011, we issued 554,000 shares of
our common stock to three selling security
holders at $0.03 per share for aggregate cash
proceeds of $16,620;
???
on June 6, 2011, we issued 134,000 shares of our
common stock to one selling security holder at
$0.03 per share for cash proceeds of $4,020;
???
on June 11, 2011, we issued 10,000 shares of our
common stock to one selling security holder at
$0.03 per share for cash proceeds of $300;
???
on June 14, 2011, we issued 97,000 shares of our
common stock to four selling security holders at
$0.03 per share for aggregate cash proceeds of
$2,910;
???
on June 20, 2011, we issued 10,000 shares of our
common stock to one selling security holder at
$0.03 per share for cash proceeds of $300;
???
on June 26, 2011, we issued 10,000 shares of our
common stock to one selling security holder at
$0.03 per share for cash proceeds of $300;
???
on July 3, 2011, we issued 155,000 shares of our
common stock to 16 selling security holders at
$0.03 per share for aggregate cash proceeds of
$4,650; and
16
???
on July 9, 2011, we issued 10,000 shares of our
common stock to two selling security holders at
$0.03 per share for aggregate cash proceeds of
$300.
1,835,000 of these shares (the shares issued on
December 28, 2010, January 4, 2011, January 6, 2011,
January 11, 2011, January 14, 2011, January 20, 2011,
and January 26, 2011) were issued pursuant to an
exemption from registration requirements of the
Securities Act provided by Section 506 of Regulation D
of the Securities Act, such exemption being available
based on the company not using general solicitation or
advertising to market the shares and information
obtained from the investors to the private placement,
including that the investors were ?accredited
investors,? as that term is defined in Regulation D
under the Securities Act.
The remaining 165,000 of these shares (the shares
issued on February 3, 2011 and February 9, 2011) were
issued in reliance upon an exemption from registration
pursuant to Regulation S under the Securities
Act. Our reliance upon Rule 903 of Regulation S was
based on the fact that the sales of the securities
were completed in an ?offshore transaction?, as
defined in Rule 902(h) of Regulation S. We did not
engage in any directed selling efforts, as defined in
Regulation S, in the United States in connection with
the sale of the securities. Each investor was not a
U.S. person, as defined in Regulation S, and was not
acquiring the securities for the account or benefit of
a U.S. person.
The selling security holders have the option to sell
their shares at an initial offering price of $0.03 per
share until a market for our common stock develops on
the OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. However,
there can be no assurance that our common stock will
become quoted on the OTC Bulletin Board.
The following table provides information as of July 26,
2011 regarding the beneficial ownership of our common
stock held by each of the selling security holders,
including:
???
the number of shares owned by each prior to this
offering;
???
the number of shares being offered by each;
???
the number of shares that will be owned by each
upon completion of the offering, assuming that
all the shares being offered are sold;
???
the percentage of shares owned by each; and
???
the identity of the beneficial holder of any
entity that owns the shares being offered.
Name of
Selling
Security
Holder
Shares
Owned
Prior to
this
Offering
(1)
Percent
(%) (2)
Maximum
Number
of
Shares
Being
Offered
Beneficial
Ownership
after
Offering
Percentage
Owned upon
Completion
of the
Offering
(%) (2)
Rachel L
Nichols
340,000
4.9%
340,000
0
0.0%
Adam &
Jennie
Castenir
(3)
166,666
2.4%
166,666
0
0.0%
Cleopatra
Natt
66,667
1.0%
66,667
0
0.0%
Matthew
Riddick
66,667
1.0%
66,667
0
0.0%
Nicole D.
Whitehead
40,000
(4)
40,000
0
0.0%
17
Virginia Tyson
340,000
4.9%
340,000
0
0.0%
Ira Burdine
134,000
1.9%
134,000
0
0.0%
Aston M Calloway
340,000
4.9%
340,000
0
0.0%
Stacy Turnage
80,000
1.1%
80,000
0
0.0%
Wiley Davidson
134,000
1.9%
134,000
0
0.0%
Veronica Wilson
10,000
(4)
10,000
0
0.0%
Albert Calloway
67,000
1.0%
67,000
0
0.0%
Carrvanna Hicks
Cloud
10,000
(4)
10,000
0
0.0%
Robert Scott
Jackson
10,000
(4)
10,000
0
0.0%
Aaron K McMahon
10,000
(4)
10,000
0
0.0%
Anthony Rucker
10,000
(4)
10,000
0
0.0%
Sugenia Elias
10,000
(4)
10,000
0
0.0%
Terry L. Brown
Sr(5)
10,000
(4)
10,000
0
0.0%
John Murray III
(6)
10,000
(4)
10,000
0
0.0%
Courtney Brown
10,000
(4)
10,000
0
0.0%
Perry Hunter (7)
10,000
(4)
10,000
0
0.0%
Craig Hicks
10,000
(4)
10,000
0
0.0%
Shurronda Murray
(6)
10,000
(4)
10,000
0
0.0%
Richard Joseph
(8)
10,000
(4)
10,000
0
0.0%
Kyle Mouton (9)
10,000
(4)
10,000
0
0.0%
John Murray IV
(6)
10,000
(4)
10,000
0
0.0%
Joya Murray (6)
10,000
(4)
10,000
0
0.0%
Michelle Mouton
(9)
10,000
(4)
10,000
0
0.0%
N?Carrol Dixon
(6)
5,000
(4)
5,000
0
0.0%
Larissa Hunter
(7)
10,000
(4)
10,000
0
0.0%
Beverly Joseph
(8)
10,000
(4)
10,000
0
0.0%
Vonda Matthews
10,000
(4)
10,000
0
0.0%
Karen Brown (5)
10,000
(4)
10,000
0
0.0%
Stephen V.
Johnson (10)
5,000
(4)
5,000
0
0.0%
Kyle M. Johnson
(10)
5,000
(4)
5,000
0
0.0%
Total
2,000,000
28.6%
2,000,000
0
0.0%
(1)
The number and percentage of shares beneficially
owned is determined to the best of our knowledge
in accordance with the Rules of the SEC and the
information is not necessarily indicative of
beneficial ownership for any other
purpose. Under such rules, beneficial ownership
includes any shares as to which the selling
security holder has sole or shared voting or
investment power and also any shares which the
selling security holder has the right to acquire
within 60 days of the date of this Prospectus.
(2)
The percentages are based on 7,000,000 shares of
our common stock issued and outstanding and as
at July 26, 2011.
(3)
Adam Castenir and Jennie Castenir are husband
and wife. Together they share voting and
dispositive control over 166,666 shares of our
common stock.
(4)
Less than 1%.
18
(5)
Terry L. Brown and Karen Brown are husband and
wife. Together they share voting and
dispositive control over 20,000 shares of our
common stock.
(6)
John Murray III and Shurronda Murray are husband
and wife and their daughters are N?Carrol Dixon
and Joya Murray and son John Murray
IV. Together they share voting and dispositive
control over 45,000 shares of our common stock.
(7)
Perry Hunter and Larissa Hunter are husband and
wife. Together they share voting and
dispositive control over 20,000 shares of our
common stock.
(8)
Richard Joseph and Beverly Joseph are husband
and wife. Together they share voting and
dispositive control over 20,000 shares of our
common stock.
(9)
Kyle Mouton and Michelle Mouton are husband and
wife. Together they share voting and
dispositive control over 20,000 shares of our
common stock.
(10)
Stephen V. Johnson and Kyle M. Johnson are
father and son. Together they share voting and
dispositive control over 10,000 shares of our
common stock.
Except as otherwise noted in the above list, the named
party beneficially owns and has sole voting and
investment power over all the shares or rights to the
shares. The numbers in this table assume that none of
the selling security holders will sell shares not
being offered in this Prospectus or will purchase
additional shares, and assumes that all the shares
being registered will be sold.
Other than as described above, none of the selling
security holders or their beneficial owners has had a
material relationship with us other than as a security
holder at any time within the past three years, or has
ever been one of our officers or directors or an
officer or director of our predecessors or affiliates.
None of the selling security holders are broker-
dealers or affiliates of a broker-dealer.
PLAN OF DISTRIBUTION
We are registering 2,000,000 shares of our common
stock on behalf of the selling security holders. The
selling security holders have the option to sell the
2,000,000 shares of our common stock at an initial
offering price of $0.03 per share until a market for
our common stock develops, and thereafter at
prevailing market prices or privately negotiated
prices.
No public market currently exists for shares of our
common stock. We intend to engage a market maker to
apply to have our common stock quoted on the OTC
Bulletin Board. In order for our common stock to be
quoted on the OTC Bulletin Board, a market maker must
file an application on our behalf to make a market for
our common stock. This process takes at least 60 days
and can take longer than a year. We have not yet
engaged a market maker to make an application on our
behalf. If we are unable to obtain a market maker for
our securities, we will be unable to develop a trading
market for our common stock.
Trading in stocks quoted on the OTC Bulletin Board is
often thin and is characterized by wide fluctuations
in trading prices due to many factors that may have
little to do with a company?s operations or business
prospects. The OTC Bulletin Board should not be
confused with the NASDAQ market. OTC Bulletin Board
companies are subject to far fewer restrictions and
regulations than companies whose securities are traded
on the NASDAQ market. Moreover, the OTC Bulletin
Board is not a stock exchange, and the trading of
securities on the OTC Bulletin Board is often more
sporadic than the trading of securities listed on a
quotation system like the NASDAQ Small Cap or a stock
exchange. In the absence of an active trading market
investors may have difficulty buying and selling or
obtaining market quotations for our common stock and
its market visibility may be limited, which may have a
negative effect on the market price of our common
stock.
19
There is no assurance that our common stock will be
quoted on the OTC Bulletin Board. We do not currently
meet the existing requirements to be quoted on the OTC
Bulletin Board, and we cannot assure you that we will
ever meet these requirements.
The selling security holders may sell some or all of
their shares of our common stock in one or more
transactions, including block transactions:
???
on such public markets as the securities may be
trading;
???
in privately negotiated transactions; or
???
in any combination of these methods of
distribution.
The selling security holders may offer our common
stock to the public:
???
at an initial price of $0.03 per share until a
market develops;
???
at the market price prevailing at the time of
sale if our common stock becomes quoted on the
OTC Bulletin Board and a market for the stock
develops;
???
at a price related to such prevailing market
price if our common stock becomes quoted on the
OTC Bulletin Board and a market for the stock
develops; or
???
at such other price as the selling security
holders determine if our common stock becomes
quoted on the OTC Bulletin Board and a market
for the stock develops.
We are bearing all costs relating to the registration
of our common stock, which includes our legal and
accounting fees, printing costs and filing and other
miscellaneous fees. The selling security holders,
however, will pay any commissions or other fees
payable to brokers or dealers in connection with any
sale of the shares of our common stock.
The selling security holders must comply with the
requirements of the Securities Act and the Exchange
Act regarding the offer and sale of our common
stock. In particular, during such times as the
selling security holders may be deemed to be engaged
in a distribution of any securities, and therefore be
considered to be an underwriter, they must comply with
applicable laws and may, among other things:
???
furnish each broker or dealer through which our
common stock may be offered such copies of ther
Prospectus, as amended from time to time, as may
be required by such broker or dealer;
???
not engage in any stabilization activities in
connection with our securities; and
???
not bid for or purchase any of our securities or
attempt to induce any person to purchase any of
our securities other than as permitted under the
Exchange Act.
20
The selling security holders and any underwriters,
dealers or agents that participate in the distribution
of our common stock may be deemed to be underwriters,
and any commissions or concessions received by any
such underwriters, dealers or agents may be deemed to
be underwriting discounts and commissions under the
Securities Act. Our common stock may be sold from
time to time by the selling security holders in one or
more transactions at a fixed offering price, which may
be changed, at varying prices determined at the time
of sale or at negotiated prices if our common stock
becomes quoted on the OTC Bulletin Board and a market
for the stock develops. We may indemnify any
underwriter against specific civil liabilities,
including liabilities under the Securities Act.
The selling security holders and any broker-dealers
acting in connection with the sale of the common stock
offered under this Prospectus may be deemed to be
underwriters within the meaning of section 2(11) of
the Securities Act, and any commissions received by
them and any profit realized by them on the resale of
shares as principals may be deemed underwriting
compensation under the Securities Act. Neither we nor
the selling security holders can presently estimate
the amount of such compensation. We know of no
existing arrangements between the selling security
holders and any other security holder, broker, dealer,
underwriter, or agent relating to the sale or
distribution of our common stock. Because the selling
security holders may be deemed to be ?underwriters?
within the meaning of section 2(11) of the Securities
Act, the selling security holders will be subject to
the prospectus delivery requirements of the Securities
Act. Each selling security holder has advised us that
they have not yet entered into any agreements,
understandings, or arrangements with any underwriters
or broker-dealers regarding the sale of their
shares. We may indemnify any underwriter against
specific civil liabilities, including liabilities
under the Securities Act.
Regulation M
During such time as the selling security holders may
be engaged in a distribution of any of the securities
being registered by this Prospectus, the selling
security holders are required to comply with
Regulation M under the Exchange Act. In general,
Regulation M precludes any selling security holder,
any affiliated purchasers and any broker-dealer or
other person who participates in a distribution from
bidding for or purchasing, or attempting to induce any
person to bid for or purchase, any security that is
the subject of the distribution until the entire
distribution is complete.
Regulation M defines a ?distribution? as an offering
of securities that is distinguihed from ordinary
trading activities by the magnitude of the offering
and the presence of special selling efforts and
selling methods. Regulation M also defines a
?distribution participant? as an underwriter,
prospective underwriter, broker, dealer, or other
person who has agreed to participate or who is
participating in a distribution.
Regulation M prohibits, with certain exceptions,
participants in a distribution from bidding for or
purchasing, for an account in which the participant
has a beneficial interest, any of the securities that
are the subject of the distribution. Regulation M
also governs bids and purchases made in order to
stabilize the price of a security in connection with a
distribution of the security. We have informed the
selling security holders that the anti-manipulation
provisions of Regulation M may apply to the sales of
their shares offered by this Prospectus, and we have
also advised the selling security holders of the
requirements for delivery of this Prospectus in
connection with any sales of the shares offered by
this Prospectus.
With regard to short sales, the selling security
holders cannot cover their short sales with securities
from this offering. In addition, if a short sale is
deemed to be a stabilizing activity, then the selling
security holders will not be permitted to engage such
an activity. All of these limitations may affect the
marketability of our common stock.
21
Penny Stock Rules
The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny
stocks. Penny stocks are generally equity securities
with a price of less than $5.00 (other than securities
registered on certain national securities exchanges,
provided that current price and volume information
with respect to transactions in such securities is
provided by the exchange or system).
The penny stock rules require a broker-dealer, prior
to a transaction in a penny stock not otherwise exempt
from those rules, to deliver a standardized risk
disclosure document prepared by the SEC which:
???
contains a description of the nature and level
of risk in the market for penny stocks in both
public offerings and secondary trading;
???
contains a description of the broker?s or
dealer?s duties to the customer and of the
rights and remedies available to the customer
with respect to violations of such duties or
other requirements of federal securities laws;
???
contains a brief, clear, narrative description
of a dealer market, including ?bid? and ?ask?
prices for penny stocks and the significance of
the spread between the bid and ask prices;
???
contains the toll-free telephone number for
inquiries on disciplinary actions;
???
defines significant terms in the disclosure
document or in the conduct of trading in penny
stocks; and
???
contains such other information, and is in such
form (including language, type size, and format)
as the SEC shall require by rule or regulation.
Prior to effecting any transaction in a penny stock, a
broker-dealer must also provide a customer with:
???
the bid and ask prices for the penny stock;
???
the number of shares to which such bid and ask
prices apply, or other comparable information
relating to the depth and liquidity of the
market for such stock;
???
the amount and a description of any compensation
that the broker-dealer and its associated
salesperson will receive in connection with the
transaction; and
???
a monthly account statement indicating the
market value of each penny stock held in the
customer?s account.
In addition, the penny stock rules require that prior
to effecting any transaction in a penny stock not
otherwise exempt from those rules, a broker-dealer
must make a special written determination that the
penny stock is a suitable investment for the purchaser
and receive (i) the purchase?s written acknowledgment
of the receipt of a risk disclosure statement; (ii) a
written agreement to transactions involving penny
stocks; and (iii) a signed and dated copy of a written
suitability statement. These disclosure requirements
may have the effect of reducing the trading activity
in the secondary market for our securities, and
therefore security holders may have difficulty selling
their shares.
22
Blue Sky Restrictions on Resale
When a selling security holder wants to sell shares of
our common stock under this Prospectus in the United
States, the selling security holder will also need to
comply with state securities laws, also known as ?blue
sky laws,? with regard to secondary sales. All states
offer a variety of exemptions from registration of
secondary sales. Many states, for example, have an
exemption for secondary trading of securities
registered under section 12(g) of the Exchange Act or
for securities of issuers that publish continuous
disclosure of financial and non-financial information
in a recognized securities manual, such as Standard &
Poor?s. The broker for a selling security holder will
be able to advise the security holder as to which
states have an exemption for secondary sales of our
common stock.
Any person who purchases shares of our common stock
from a selling security holder pursuant to this
Prospectus, and who subsequently wants to resell such
shares will also have to comply with blue sky laws
regarding secondary sales.
We do not plan on assisting the selling security
holders with compliance with blue sky laws.
DESCRIPTION OF SECURITIES TO BE REGISTERED
Our authorized capital stock consists of 190,000,000
shares of common stock, $0.0001 par value, and
10,000,000 shares of preferred stock, $0.0001 par
value per share. 2,000,000 shares of our common stock
are being registered by this prospectus. No shares of
preferred stock are being registered by this
Prospectus.
Common Stock
As of September 30, 2011, we had 7,000,000 shares of
our common stock issued and outstanding. We did not
have any outstanding options or any other convertible
securities as of September 30, 2011.
Holders of our common stock have no preemptive rights
to purchase additional shares of common stock or other
subscription rights. Our common stock carries no
conversion rights and is not subject to redemption or
to any sinking fund provisions. All shares of our
common stock are entitled to share equally in
dividends from sources legally available, when, as and
if declared by our Board of Directors, and upon our
liquidation or dissolution, whether voluntary or
involuntary, to share equally in our assets available
for distribution to our stockholders.
Our Board of Directors is authorized to issue
additional shares of our common stock not to exceed
the amount authorized by our Certificate of Formation,
on such terms and conditions and for such
consideration as our Board may deem appropriate
without further security holder action.
Voting Rights
Each holder of our common stock is entitled to one
vote per share on all matters on which such
stockholders are entitled to vote. Since the shares
of our common stock do not have cumulative voting
rights, the holders of more than 50% of the shares
voting for the election of directors can elect all the
directors if they choose to do so and, in such event,
the holders of the remaining shares will not be able
to elect any person to our Board of Directors.
23
Dividend Policy
Holders of our common stock are entitled to dividends
if declared by the Board of Directors out of funds
legally available for payment of dividends. From our
inception to September 30, 2011, we did not declare
any dividends.
We do not intend to issue any cash dividends in the
future. We intend to retain earnings, if any, to
finance the development and expansion of our
business. However, it is possible that our management
may decide to declare a cash or stock dividend in the
future. Our future dividend policy will be subject to
the discretion of our Board of Directors and will be
contingent upon future earnings, if any, our financial
condition, our capital requirements, general business
conditions and other factors.
Preferred Stock
We are authorized to issue 10,000,000 shares of
preferred stock with a par value of $0.0001. As of
September 30, 2011, there were no preferred shares
issued and outstanding. Under our Bylaws, the Board
of Directors has the power, without further action by
the holders of the common stock, to determine the
relative rights, preferences, privileges and
restrictions of the preferred stock, and to issue the
preferred stock in one or more series as determined by
the Board of Directors. The designation of rights,
preferences, privileges and restrictions could include
preferences as to liquidation, redemption and
conversion rights, voting rights, dividends or other
preferences, any of which may be dilutive of the
interest of the holders of the common stock.
Transfer Agent
We use Securities Transfer Corporation located at 2591
Dallas Parkway, Suite 102, Frisco, Texas 75034 as our
transfer agent.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this Prospectus as
having prepared or certified any part thereof or
having given an opinion upon the validity of the
securities being registered or upon other legal
matters in connection with the registration or
offering of our common stock was employed on a
contingency basis or had or is to receive, in
connection with the offering, a substantial interest,
direct or indirect, in us. Additionally, no such
expert or counsel was connected with us or any of our
subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer or
employee.
Experts
Our audited financial statements for the period from
April 28, 2011 to September 30, 2011 and our unaudited
financial statements as of August 31, 2011 and for the
three month period ended August 31, 2011 have been
included in ther Prospectus in reliance upon M&K CPAS,
PLLC, an independent registered public accounting firm,
as experts in accounting and auditing.
24
DESCRIPTION OF BUSINESS
Forward-Looking Statements
This Prospectus contains forward-looking
statements. To the extent that any statements made in
this report contain information that is not historical,
these statements are essentially forward-looking.
Forward-looking statements can be identified by the
use of words such as ?expects?, ?plans?, ?will?, ?may?,
?anticipates?, ?believes?, ?should?, ?intends?,
?estimates? and other words of similar meaning. These
statements are subject to risks and uncertainties that
cannot be predicted or quantified and, consequently,
actual results may differ materially from those
expressed or implied by such forward-looking
statements. Such risks and uncertainties include,
without limitation, our ability to raise additional
capital to finance our activities; the effectiveness,
profitability and marketability of our products; legal
and regulatory risks associated with the share
exchange; the future trading of our common stock; our
ability to operate as a public company; our ability to
protect our intellectual property; general economic
and business conditions; the volatility of our
operating results and financial condition; our ability
to attract or retain qualified personnel; and other
risks detailed from time to time in our filings with
the SEC, or otherwise.
Information regarding market and industry statistics
contained in this report is included based on
information available to us that we believe is
accurate. It is generally based on industry and other
publications that are not produced for the purposes of
securities offerings or economic analysis. Forecasts
and other forward-looking information obtained from
these sources are subject to the same qualifications
outlined above and the additional uncertainties
accompanying any estimates of future market size,
revenue and market acceptance of products and
services. We do not undertake any obligation to
publicly update any forward-looking statements.
Overview
We were incorporated on April 28, 2011 under the laws
of the State of Nevada. We do not have any
subsidiaries. Our principal executive offices are
located at 1785 E Sahara Ave, Ste 490, Las Vegas,
Nevada 89104. Our telephone number is (281) 914-
8635. Our website address is
www.dasglobalcapital.com. Our fiscal year end is
December 31.
We are a start-up, development Stage Company. We have
only recently begun operations, have no sales or
revenues, and therefore rely upon the sale of our
securities to fund our operations. We have a going
concern uncertainty as of the date of our most recent
financial statements.
We are not a blank check company. Rule 419 of
Regulation C under the Securities Act of 1933 defines
a ?blank check company? as a (i) 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, and
(ii) is issuing a penny stock. Accordingly, we do not
believe that our company may be classified as a ?blank
check company? because we intend to engage in a
specific business plan and do not intend to engage in
any merger or acquisition with an unidentified company
or other entity.
We will generate revenue by selling our realtor
services to prospective homebuyers interested in
foreclosed residential properties. In some instances,
these services will be provided by realtors employed
or retained by our company. In other instances, we
will refer these services to outside realtors. We
will collect a fixed portion of the realtor
commissions. In order to promote our realtor services,
we will provide prospective homebuyers with
comprehensive and easy-to-use information on
foreclosed residential properties over the Internet on
our website. Potential homebuyers can search our web-
based database free of charge, but are required to
register in order to save favorite listings and
searches and to receive free e-mail updates when new
properties become available that match their previous
search criteria. Each registered user of our website
will receive follow-up e-mails offering him the
ability to schedule an appointment with one of our
realtors to view properties he has seen on our website
and to alert him to new properties that match her
previous search criteria.
25
Initially, our focus will be on homebuyers interested
in purchasing foreclosed residential properties in
Harris, Fort Bend, Galveston and Montgomery Counties
in the State of Texas. Depending upon market
conditions and market acceptance of our realtor
services, we may expand into other counties in the
State of Texas.
Our principle business activities will be: promoting,
marketing, and selling realtor services to prospective
homebuyers interested in foreclosed residential
properties; and developing, maintaining, and updating
a comprehensive and easy to use web-based database of
information on foreclosed residential properties that
can be accessed by prospective homebuyers free of
charge and can be used by us to promote our realtor
services.
We are a company without revenues, we have minimal
assets, and have incurred losses since inception. We
have only recently begun operations. Since our
inception, we have been involved primarily in
organizational activities and launching our
website. We have built a management team, developed
our business plan, reviewed potential markets,
researched various products and services which we will
offer, reviewed marketing strategies, raised capital,
retained experts in law and accounting, purchased
access to the data to be initially included in our
web-based database, designed and built our website and
network infrastructure (including our web-based
database), and launched our website.
The following table outlines our business development
activities to date:
Milestone Achieved
April 2011
?
Researched names and incorporated
our company.
?
Purchased the domain name for our
website: www.dasglobalcapital.com.
?
Retained legal counsel.
?
Appointed Darrell A Calloway as our
sole officer and director and issued
Mr. Calloway 5,000,000 shares of our
common stock in exchange for $500 of
services.
?
Researched various products and
services to offer in the foreclosure
market, potential markets, and
marketing strategies.
?
Developed our business plan.
May 2011
?
Retained an accountant.
?
Retained a transfer agent.
?
Retained auditors.
December 2010-
June 2011
?
Raised $60,000 from 35 investors.
26
June 2011
?
Purchased access to the initial set
of data to be included in our web-
based database of information on
foreclosed residential properties.
?
Prepared this Registration
Statement.
July 2011
?
Retained a web developer to develop
and build our website.
?
Retained a third party service
provider to build and maintain our
network infrastructure (including
our web-based database).
August 2011
?
Developed our website and network
infrastructure.
?
Built our web-based database of
information on foreclosed
residential properties.
?
Launched our website.
?
Began registering users of our
website and automatically generating
targeted e-mails to registered users
of our website.
?
Formalized our strategy to attract
potential clients to our website.
Products and Services
Realtor Services
Our sole officer and director is a licensed realtor
and will provide realtor services for properties
located within a reasonable distance of our
offices. For properties not located within a
reasonable distance of our offices, we will locate
another realtor for the homebuyer. We will have
executed a blanket agreement with each realtor, prior
to introducing our client to the realtor. We will
charge all realtors (including our sole officer and
director) a fixed percentage of the commission
collected by the realtor on the transaction, estimated
at this time to be 25% of the commission collected by
the realtor. If a transaction is not consummated, no
fee is due and payable.
Initially, our focus will be on homebuyers interested
in purchasing foreclosed residential properties in
Harris, Fort Bend, Galveston and Montgomery Counties
in the State of Texas. Depending upon market
conditions and market acceptance of our realtor
services, we may expand into other counties in the
State of Texas.
Website and Web-based Database
We will launched our website, www.dasglobalcapital.com,
in October 2011. An outside web designer designed and
built our website and a third party service provider
built and will maintain our network infrastructure
(including our web-based database).
We have built and developed, and intend to maintain
and continually update, a comprehensive and easy-to-
use web-based database of information on foreclosed
residential properties. Initially, our intention is
to use our website and web-based database only as a
means to promote our realtor services to potential
homebuyers interested in foreclosed residential
properties. Depending upon market conditions, we may
later sell advertising space on our website, but there
are no plans to do so at this time.
27
Homebuyers can access our database through our website
free of charge. Currently our database only contains
information on residential properties in Harris, Fort
Bend , Galveston and Montgomery Counties in the State
of Texas. The information included in our database
comes from data providers who have compiled the
information from multiple sources, including
governmental databases. We have formal agreements in
with data providers to provide the information that
will be initially included in our database, including
agreements with Houston Association of Realtors. We
obtain data from most data providers at nominal
costs. For example, we pay Houston Association of
Realtors $300 every quarter. If we were not able to
obtain data directly from other data providers, we
would have to obtain the information directly from the
multiple original data sources, which would
significantly increase the time and expense required
to convert the information into the format we use for
our database.
In order to save searched properties, homebuyers are
required to register on our website. The registration
process enables our system to capture each registered
user?s e-mail address. We utilize a web site tracking
tool built to analyze website statistics and monitor
registered users on our website. This tool will
enable us to track the properties viewed by registered
users. Using this information, we can send customized
e-mails to each registered user based upon the areas
he is considering purchasing in and the price range of
the properties being considered. These customized e-
mails will also offer the registered user the ability
to schedule an appointment to view properties with one
of our realtors. If a registered user purchases a
property using our realtor services, we will collect a
fixed percentage of the commission collected by our
realtor on the transaction.
Target Markets and Marketing Strategy
We believe that our primary target market will consist
of homebuyers interested in foreclosed residential
properties. Initially, our focus will be on
homebuyers interested in purchasing foreclosed
residential properties in Harris, Fort Bend, Galveston
and Montgomery Counties in the State of
Texas. Depending upon market conditions and market
acceptance of our realtor services, we may expand into
other counties in the State of Texas. We anticipate
that we will market and promote our realtor services
on the Internet. Our intention is to use our website
and web-based database as a means to promote our
realtor services to potential homebuyers interested in
foreclosed residential properties. Our marketing
strategy is to promote our web-based database and
realtor services and attract individuals to our
website. Our marketing initiatives are merely
proposals and, thus, have not yet been commenced. We
anticipate that our marketing initiatives will include:
???
utilizing viral marketing, the practice of
getting consumers to refer friends to the site
through e-mail or word of mouth. Foreclosure
Solutions will aggressively trigger viral
marketing through strategic campaigns which may
include posting on blogs and online communities
such as Yahoo!? Groups, contests, implementation
of features on our website which encourage users
to generate an email to a friend, or give-aways
tied to a viral process. Other viral techniques
under consideration include creating short
videos that people can view on our website or on
amateur websites such as YouTube.com and e-mail
to others to watch, and branded interactive
online applications on our website.
???
developing a search engine optimization or ?SEO?
campaign. SEO is the process of improving the
volume and quality of traffic to a web site from
search engines via ?natural? (?organic? or
?algorithmic?) search results. Usually, the
earlier a site is presented in the search
results, or the higher it ?ranks?", the more
searchers will visit that site.
???
developing a search engine marketing or ?SEM?
campaign. SEM is the process of marketing a
website via search engines, by purchasing
sponsored placement in search results. For
example, a user might go to Google and put in
the term ?foreclosed? ? our strategic purchasing
of these keyword search terms will cause our ad
to come up. It might read ?Find information of
foreclosed properties at www.foreclosurecat.com?
and when clicked, it will take the user to our
site.
28
???
utilize direct e-mail marketing firms who
specialize in our target market via subscriber
based lists with detailed criteria obtained by
third party research groups.
???
entering into affiliate marketing relationships
with website providers to increase our access
to Internet consumers. Affiliate marketing
means that we would place a link to our website
or a banner advertisement on the websites of
other companies in exchange for placing their
link or banner advertisement on our
website. Such marketing increases access to
users, because the users of other websites may
visit our website as a result of those links or
banner advertisements.
We expect to rely on SEO, SEM, direct e-mail and
affiliate marketing as our primary marketing
strategies, with viral marketing as a secondary
marketing strategy.
Growth Strategy
Our objectives are to become a recognized Internet
provider of comprehensive and easy-to-use information
on foreclosed residential properties for homebuyers,
and to become a recognized provider of realtor
services to buyers and sellers of foreclosed
properties.
Our strategy is to provide our customers with powerful
and intuitive search tools designed to make
information in our database easily accessible and
valuable to our users and exceptional realtor
services. As noted above, however, our marketing
proposals are, at this point, merely proposals and
have not yet been commenced.
Key elements of our strategy include plans to:
???
continue to expand and improve our website;
???
increase the number of Internet users to our
website through viral marketing, SEO, SEM,
direct e-mail and affiliate marketing campaigns;
and
???
continue to reach out to each of our website
through targeted e-mails based on the properties
viewed by the user.
Competition
Our largest national competitors in the realtor
services industry include franchisees of Century 21,
Prudential, GMAC Real Estate, and RE/MAX. All of
these companies may have greater financial resources
than we do, including greater marketing and technology
budgets. We also compete with smaller regional and
local realtor companies and independent
realtors. Realtors compete for business primarily on
the basis of services offered, reputation, personal
contacts, and realtor commission. In some instances,
our realtor services will be provided by a realtor
employed or retained by Foreclosure Solutions. In
other instances, we will refer these services to
outside realtors for a fixed fee of the realtor
commissions. We may have to reduce the fees we charge
our realtors to be competitive with those charged by
competitors, which may accelerate if market conditions
deteriorate. If competition results in lower average
realtor commission rates or lower sales volume by our
realtors, our revenues will be affected adversely.
29
Intellectual Property
The sources of the information that will be included
in our database are data providers who have compiled
the information from multiple sources, including
governmental databases. While we do not believe our
use of information compiled by other data providers
infringes upon the intellectual property rights of
such data providers or any other third parties, we
have not investigated the possibility that our use of
the information infringes on such intellectual
property rights. We do not intend to take such steps
until after we are cash flow positive.
Though we do not believe that our use of the
information included in our web-based database will
infringe on the intellectual property rights of third
parties in any material respect, third parties may
still claim infringement by us with respect to our use
of such information. Any such claim, with or without
merit, could be time-consuming, result in costly
litigation, cause product deployment delays or require
us to enter into royalty or licensing
agreements. Such royalty or licensing agreements, if
required, may not be available on terms acceptable to
us or at all, which could have a material adverse
effect on our business, results of operations and
financial condition.
We own rights to our domain name,
www.dasglobalcapital.com.
Research and Development
We are not currently conducting any research and
development activities.
Government Regulation
Our businesses are highly regulated. Our businesses
must comply with the requirements governing the
licensing and conduct of real estate brokerage and
brokerage-related businesses in the jurisdictions in
which we do business. These laws and regulations
contain general standards for and prohibitions on the
conduct of real estate brokers and sales associates,
including those relating to licensing of brokers and
sales associates, fiduciary and agency duties,
administration of trust funds, collection of
commissions, advertising and consumer
disclosures. Under state law, our real estate brokers
have the duty to supervise and are responsible for the
conduct of their brokerage business.
We may be subject to litigation claims alleging
breaches of fiduciary duties by our licensed brokers
and violations of unlawful state laws relating to
business practices or consumer disclosures. We cannot
predict with certainty the cost of defense or the
ultimate outcome of these or other litigation matters
filed by or against us, including remedies or awards,
and adverse results in any such litigation may harm
our business and financial condition.
Our real estate brokerage business must comply with
the RESPA. RESPA and comparable state statutes, among
other things, restrict payments which real estate
brokers, agents and other settlement service providers
may receive for the referral of business to other
settlement service providers in connection with the
closing of real estate transactions. Such laws may to
some extent restrict preferred vendor arrangements
involving our brokerage business. RESPA and similar
state laws require timely disclosure of certain
relationships or financial interests that a broker has
with providers of real estate settlement services.
There is a risk that we could be adversely affected by
current laws, regulations or interpretations or that
more restrictive laws, regulations or interpretations
will be adopted in the future that could make
compliance more difficult or expensive. There is also
a risk that a change in current laws could adversely
affect our business.
30
In addition, regulatory authorities have relatively
broad discretion to grant, renew and revoke licenses
and approvals and to implement regulations.
Accordingly, such regulatory authorities could prevent
or temporarily suspend us from carrying on some or all
of our activities or otherwise penalize us if our
practices were found not to comply with the then
current regulatory or licensing requirements or any
interpretation of such requirements by the regulatory
authority. Our failure to comply with any of these
requirements or interpretations could have a material
adverse effect on our operations.
We are also, to a lesser extent, subject to various
other rules and regulations such as:
???
the Gramm-Leach-Bliley Act which governs the
disclosure and safeguarding of consumer
financial information;
???
various state and federal privacy laws;
???
the USA PATRIOT Act;
???
restrictions on transactions with persons on the
Specially Designated Nationals and Blocked
Persons list promulgated by the Office of
Foreign Assets Control of the Department of the
Treasury;
???
federal and state ?Do Not Call? and ?Do Not Fax?
laws;
???
?controlled business? statutes, which impose
limitations on affiliations between providers of
title and settlement services, on the one hand,
and real estate brokers, mortgage lenders and
other real estate providers, on the other hand;
and
???
the Fair Housing Act.
We are subject to federal and state consumer
protection laws including laws protecting the privacy
of consumer non-public information and regulations
prohibiting unfair and deceptive trade practices. In
particular, under federal and state financial privacy
laws and regulations, we must provide notice to
consumers of our policies on sharing non-public
information with third parties, must provide advance
notice of any changes to our policies and, with
limited exceptions, must give consumers the right to
prevent sharing of their non-public personal
information with unaffiliated third
parties. Furthermore, the growth and demand for
online commerce could result in more stringent
consumer protection laws that impose additional
compliance burdens on online companies. These
consumer protection laws could result in substantial
compliance costs and could interfere with the conduct
of our business.
In many states, there is currently great uncertainty
whether or how existing laws governing issues such as
property ownership, sales and other taxes, libel and
personal privacy apply to the Internet and commercial
online services. These issues may take years to
resolve. In addition, new state tax regulations may
subject us to additional state sales and income
taxes. New legislation or regulation, the application
of laws and regulations from jurisdictions whose laws
do not currently apply to our business or the
application of existing laws and regulations to the
Internet and commercial online services could result
in significant additional taxes on our
business. These taxes could have an adverse effect on
our cash flows and results of operations. Furthermore,
there is a possibility that we may be subject to
significant fines or other payments for any past
failures to comply with these requirements.
31
Employees
As of July 26, 2011, we have no employees other than
our sole officer and director. Mr. Calloway devotes
her entire working time (approximately 40 hours per
week) to our operations and will devote additional
time as required.
Our sole officer and director has been a licensed
realtor since 2003 and is capable of providing realtor
services for clients interested in properties located
within a reasonable distance of our offices. For
properties not located within a reasonable distance of
our offices, we will locate another realtor for the
homebuyer using Mr. Calloway?s extensive network of
contacts within the real estate industry. We have a
blanket referral agreement which will be utilized with
each realtor, prior to introducing our client to the
realtor. We will charge all realtors (including our
sole officer and director) a fixed percentage of the
commission collected by the realtor on the transaction,
estimated at this time to be 25% of the commission
collected by the realtor. If a transaction is not
consummated, no fee is due and payable.
We believe our future success depends in large part
upon the continued service of our sole officer and
director, Darrell A Calloway. We anticipate that we
will not hire any additional employees in the next
twelve months and will outsource any services Mr.
Calloway is unable to provide to third parties.
Reports to Security Holders
Upon effectiveness of this Registration Statement, we
will be subject to the reporting and other
requirements of the Exchange Act and we intend to
furnish our shareholders annual reports containing
financial statements audited by our independent
registered public accounting firm and to make
available quarterly reports containing unaudited
financial statements for each of the first three
quarters of each year. After the effectiveness of this
Registration Statement we will begin filing Quarterly
Reports on Form 10-Q, Annual Reports on Form 10-K and
Current Reports on Form 8-K with the Securities and
Exchange Commission in order to meet our timely and
continuous disclosure requirements. We may also file
additional documents with the Commission if they
become necessary in the course of our company?s
operations.
The public may read and copy any materials that we
file with the SEC at the SEC?s Public Reference Room
at 100 F Street, NE, Washington, D.C. 20549. The
public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-
0330. The SEC maintains an Internet site that contains
reports, proxy and information statements, and other
information regarding issuers that file electronically
with the SEC. The address of that site is www.sec.gov.
DESCRIPTION OF PROPERTY
Our principal executive offices are located at 1785 E
Sahara Ave, Ste 490, Las Vegas, Nevada 89104. This is
also the office of our sole officer and director,
Darrell A Calloway. Mr. Calloway makes this space
available to the company free of charge. There is no
written agreement documenting this arrangement. We do
not intend at this time to lease any additional office
space for a new executive, administrative, and
operating office.
We have no policies with respect to investments in
real estate or interests in real estate, real estate
mortgages, or securities of or interests in persons
primarily engaged in real estate activities. We do
not presently have nor do we intend to invest in any
such investments.
32
LEGAL PROCEEDINGS
We are not aware of any pending or threatened legal
proceedings, which involve us or any of our products
or services.
MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
Market Information
Our common stock is not traded on any exchange. We
intend to engage a market maker to apply to have our
common stock quoted on the OTC Bulletin Board once
this Registration Statement has been declared
effective by the SEC; however, there is no guarantee
that we will obtain a listing.
There is currently no trading market for our common
stock and there is no assurance that a regular trading
market will ever develop. OTC Bulletin Board
securities are not listed and traded on the floor of
an organized national or regional stock
exchange. Instead, OTC Bulletin Board securities
transactions are conducted through a telephone and
computer network connecting dealers. OTC Bulletin
Board issuers are traditionally smaller companies that
do not meet the financial and other listing
requirements of a regional or national stock exchange.
To have our common stock listed on any of the public
trading markets, including the OTC Bulletin Board, we
will require a market maker to sponsor our
securities. We have not yet engaged any market maker
to sponsor our securities and there is no guarantee
that our securities will meet the requirements for
quotation or that our securities will be accepted for
listing on the OTC Bulletin Board. This could prevent
us from developing a trading market for our common
stock.
Rule 144
None of our issued and outstanding common stock is
eligible for sale pursuant to Rule 144 under the
Securities Act of 1933, as amended. The SEC has
recently adopted amendments to Rule 144 which became
effective on February 15, 2008, and will apply to
securities acquired both before and after that
date. Under these amendments, and subject to the
special provisions for a ?hell company? as described
below, a person who has beneficially owned restricted
shares of our common stock for at least six months
would be entitled to sell their securities provided
that (i) such person is not deemed to have been one of
our affiliates at the time of, or at any time during
the three months preceding, a sale and (ii) we are
subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 for at least three
months before the sale.
Sales under Rule 144 by Affiliates
Subject to the special provisions for a ?hell company?
as described below, Persons who have beneficially
owned restricted shares of our common stock for at
least six months but who are our affiliates at the
time of, or at any time during the three months
preceding, a sale, would be subject to additional
restrictions, by which such person would be entitled
to sell within any three-month period only a number of
securities that does not exceed the greater of either
of the following:
33
???
1% of the number of shares of common stock then
outstanding; and
???
the average weekly trading volume of the common
stock during the four calendar weeks preceding
the filing of a notice on Form 144 with respect
to the sale.
Sales under Rule 144 by our affiliates are also
limited by manner of sale provisions and notice
requirements and to the availability of current public
information about us.
Sales Under Rule 144 by Non-Affiliates
Under Rule 144, subject to the special provisions for
a ?hell company? as described below, a person who is
not deemed to have been one of our affiliates at the
time of or at any time during the three months
preceding a sale, and who has beneficially owned the
restricted ordinary shares proposed to be sold for at
least six (6) months, including the holding period of
any prior owner other than an affiliate, is entitled
to sell their shares of common stock without complying
with the manner of sale and volume limitation or
notice provisions of Rule 144. We must be current in
our public reporting if the non-affiliate is seeking
to sell under Rule 144 after holding her, her, or its
shares of common stock between 6 months and one year.
After one year, non-affiliates do not have to comply
with any other Rule 144 requirements.
Special Provisions for ?Hell Companies?
The provisions of Rule 144 providing for the six month
holding period are not available for the resale of
securities initially issued by a ?hell company? which
is defined as an issuer, other than a business
combination related hell company, as defined in Rule
405, or an asset-backed issuer, as defined in Item
1101(b) of Regulation AB, that has no or nominal
operations; and either no or nominal assets; assets
consisting solely of cash and cash equivalents; or
assets consisting of any amount of cash and cash
equivalents and nominal other assets; or an issuer
that has been at any time previously an issuer
described in paragraph (i)(1)(i) of Rule
144. Notwithstanding paragraph (i)(1) of Rule 144, if
the issuer of the securities previously had been an
issuer described in paragraph (i)(1)(i) but has ceased
to be an issuer described in paragraph (i)(1)(i); is
subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act; has filed all reports and
other materials required to be filed by Section 13 or
15(d) of the Exchange Act, as applicable, during the
preceding 12 months (or for such shorter period that
the issuer was required to file such reports and
materials), other than Form 8-K reports, and has filed
current ?Form 10 information? with the SEC reflecting
its status as an entity that is no longer an issuer
described in paragraph (i)(1)(i), then those
securities may be sold subject to the requirements of
Rule 144 after one year has elapsed from the date that
the issuer filed ?Form 10 information? with the SEC.
The term ?Form 10 information? means the information
that is required by SEC Form 10, to register under the
Exchange Act each class of securities being sold under
Rule 144. The Form 10 information is deemed filed when
the initial filing is made with the SEC. In order for
Rule 144 to be available, we must have certain
information publicly available. We plan to publish
information necessary to permit transfer of shares of
our common stock in accordance with Rule 144 of the
Securities Act, inasmuch as we have filed the
registration statement with respect to this prospectus.
Holders
As of September 30, 2011, there were 35 holders of
record of our common stock.
34
Dividends
To date, we have not paid dividends on shares of our
common stock and we do not expect to declare or pay
dividends on shares of our common stock in the
foreseeable future. The payment of any dividends will
depend upon our future earnings, if any, our financial
condition, and other factors deemed relevant by our
Board of Directors.
Equity Compensation Plans
As of September 30, 2011, we did not have any equity
compensation plans.
MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction
with our financial statements, including the notes
thereto, appearing elsewhere in this prospectus. The
discussions of results, causes and trends should not
be construed to imply any conclusion that these
results or trends will necessarily continue into the
future.
Forward Looking Statements
This Prospectus contains certain forward-looking
statements. All statements other than statements of
historical fact are ?forward-looking statements? for
purposes of this Prospectus, including any projections
of earnings, revenues or other financial items; any
statements of the plans, strategies and objectives of
management for future operation; any statements
concerning proposed new products, services or
developments; any statements regarding future economic
conditions or performance; statements of belief; and
any statement of assumptions underlying any of the
foregoing. Such forward-looking statements are
subject to inherent risks and uncertainties and actual
results could differ materially from those anticipated
by the forward-looking statements.
Plan of Operation
To date, the company has been in a developmental
stage. The company?s website is now operational and
the next phase or milestone is to begin marketing the
company?s website. There are three basic objectives
with regard to initial website marketing.
1.
Direct traffic and create awareness with a SEO
(search engine optimization) and SEM (search
engine marketing) campaign. This campaign will
cost approximately $250.00 per month.
2.
We intend to utilize direct email marketing
firms who specialized in our target marker via
subscriber based lists with detailed criteria
obtained by third party research groups. We
anticipate this phase of marketing to cost up to
$2,500 for a staggered e-mail blitz marketing
campaign.
3.
We also intend to utilize reciprocal banner
advertising to generate additional web traffic
and brand awareness.
We expect to launch this three-prong approach
beginning between October 1 and October 15 of 2011.
Once our initial advertising and marketing phase is
underway we intend to reach our next milestone which
is the expansion of our realtor base. We intend to
use realtors that work strictly on commission and they
will be reached via MLS listing services. The company
will provide these realtors with prospective buyers
once they agree to the company?s agency terms. This
realtor expansion process will be managed by Mr.
Calloway who is our broker of record. We do not
expect to have additional in house contract expenses
in this expansion phase. We expect this phase or
milestone to begin in or around November 1, 2011.
35
The final milestone for our first year of operations
will initiate on or around October 1, 2011. This
phase will include expansion into additional areas of
Texas. At this point we would expand our integrated
database at a monthly cost of approximately $79.00 for
each additional MLS region. In addition to the
database expenses we expect to incur $2,500 of initial
expenses for membership fees and administrative costs
in each region of expansion. Our intended areas of
regional MLS expansion in order are Dallas, San
Antonio and Austin. This expansion will be phased and
we will not approach a new region until we are firmly
establihed in the current region. We expect our
expansion cost per region to be approximately $3,000
and we only anticipate establishing operations for the
Houston region within the next 12 months.
We project the additional funding for all three
milestones for the year 2011 to be approximately
$9,000. We plan to raise these funds through the sale
of our equity securities by way of private
placements. We currently do not have any arrangements
in place to complete any such private placements (nor
have we identified any potential investors) and there
is no assurance that we will be successful in
completing any such private placements on terms
acceptable to us. If we are unable to raise
sufficient capital to carry out our business plan, we
may be forced to cease operations and you may lose
your entire investment.
Liquidity and Capital Resources
Period ended September 30, 2010
As of September 30, 2011 we had $30,700 in cash,
current assets of $30,700, current liabilities of
$8,025 and a working capital surplus of $22,675. As
of September 30, 2011 we had total assets of $30,700.
During the period from April 28, 2011 (inception) to
September 30, 2011 we spent net cash of $0 on
operating activities and received net cash of $30,700
from financing activities of which $30,600 was
generated from the sale of our equity securities and
$100 was generated loans from Darrell A Calloway, our
sole officer and director. The $100 loan from Mr.
Calloway was repaid during the three month period
ended August 31, 2011. Mr. Calloway has also orally
agreed that there is no due date for the repayment of
funds he has advanced for our benefit and our
obligation to Mr. Calloway does not bear
interest. There is no written agreement evidencing
the advancement of funds by Mr. Calloway or the
repayment of funds to Mr. Calloway.
During the period from April 28, 2011 (inception) to
September 30, 2011 we experienced a $30,700 net
increase in cash.
We estimate that our expenses over the next 12 months
(beginning January 2012) will be approximately $70,000
as described in the table below. These estimates may
change significantly depending on the nature of our
future business activities and our ability to raise
capital from shareholders or other sources.
Description
Estimated
Expenses
($)
Legal and accounting fees
$
25,000
Marketing and advertising
$
4,000
Product acquisition, testing and
servicing costs
$
6,000
Management and operating costs
$
15,000
Salaries and consulting fees
$
10,000
Fixed asset purchases
$
5,000
General and administrative expenses
$
5,000
Total
$
70,000
36
To the extent we are not able to meet our cash
requirements for the next 12 months by generating
revenue, we intend to meet such cash requirements
through sale of our equity securities by way of
private placements. We currently do not have any
arrangements in place to complete any such private
placements (nor have we identified any potential
investors) and there is no assurance that we will be
successful in completing any such private placements
on terms that will be acceptable to us.
If we are not able to raise the full $70,000 to
implement our business plan as anticipated, we will
scale our business development in line with available
capital. Our primary priority will be to retain our
reporting status with the SEC, which means that we
will first ensure that we have sufficient capital to
cover our legal and accounting expenses. Once these
costs are accounted for, in accordance with how much
financing we are able to secure, we will focus on
product acquisition, testing and servicing costs as
well as marketing and advertising of our products. We
will likely not expend funds on the remainder of our
planned activities unless we have the required capital.
Three Month period ended June 30, 2011
As of August 31, 2011 we had $24,318 in cash, current
assets of $24,318, current liabilities of $11,744 and
a working capital surplus of $12,574. As of August 31,
2011 we had total assets of $24,318.
During the three month period ended June 30, 2011, we
used net cash of $35,782 on operating activities and
received net cash of $29,400 from the sale of our
equity securities.
During the three month period ended June 30, 2011 we
experienced a $6,382 net decrease in cash.
Results of Operations
For the period from inception to September 30, 2011
Lack of Revenues
We have limited operational history. From our
inception on April 28, 2011 to September 30, 2010 we
did not generate any revenues. We anticipate that we
will incur substantial losses for the foreseeable
future and our ability to generate any revenues in the
next 12 months continues to be uncertain.
Expenses
For the period from April 28, 2011 (inception) to
September 30, 2011 our expenses were as follows:
Type of Expense
($)
General and administrative
expenses
$925
Professional fees
$7,000
From our inception on April 28, 2011 to September 30,
2011 we incurred total expenses of $7,925, including
$7,000 in professional fees and $925 in general and
administrative expenses. Our professional fees
consist of legal, accounting and auditing fees. Our
general and administrative expenses consist of bank
charges, office maintenance, communication expenses
(cellular, internet, fax, and telephone), courier,
postage costs and office supplies.
37
Net Loss
From our inception on April 28, 2011 to September 30,
2011, we incurred a net loss of $8,425.
Three months ended June 30, 2011
Lack of Revenues
We have limited operational history. From our
inception on April 28, 2011 to September 30, 2011 we
did not generate any revenues. We anticipate that we
will incur substantial losses for the foreseeable
future and our ability to generate any revenues in the
next 12 months continues to be uncertain.
Expenses
For the three month period ended June 30, 2011 our
expenses were as follows:
Type of Expense
($)
General and administrative
expenses
$16,206
Professional fees
$23,295
For the three month period ended June 30, 2011, we
incurred total expenses of $39,501including $23,295 in
professional fees and $16,206 in general and
administrative expenses. Our professional fees
consist of legal, accounting and auditing fees. Our
general and administrative expenses consist of bank
charges, office maintenance, communication expenses
(cellular, internet, fax, and telephone), courier,
postage costs and office supplies.
Net Loss
For the three month period ended June 30, 2011, we
incurred a net loss of $39,501.
For the three month period ended June 30, 2011, are
expenses were as follows:
Subsequent Events
In May 2011 and June 2011, we issued 980,000 shares of
our common stock to 29 investors at $0.03 per share
for aggregate cash proceeds of $29,400. On July 5,
2011, we advanced $5,000 Mr. Darrell A Calloway. The
advance is non-interest bearing. The purpose of this
advance was to reimburse Mr. Calloway for licensing
fees that he had previously incurred for the company
and to allow Mr. Calloway to receive additional
training relative to the foreclosure real estate
market. Mr. Calloway has indicated that he intends to
repay this advance on or before October 31, 2011.
Going Concern
We have not generated any revenues and are dependent
upon obtaining outside financing to carry out our
operations. If we are unable to raise equity or
secure alternative financing, we may not be able to
continue our operations and our business plan may
fail. Our auditors have issued a going concern
opinion. This means that our auditors believe there
is substantial doubt that we will be able to continue
as an on-going business for the next 12 months. The
financial statements do not include any adjustments
that might result from the uncertainty about our
ability to continue our business. If we are unable to
obtain additional financing from outside sources and
eventually produce enough revenues, we may be forced
to significantly reduce our spending, delay or cancel
planned activities or substantially change our current
corporate structure. In such an event, we intend to
implement expense reduction plans in a timely
manner. However, these actions would have material
adverse effects on our business, revenues, operating
results and prospects, resulting in the possible
failure of our business.
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If our operations and cash flow improve, our
management believes that we can continue to
operate. However, we cannot provide any assurance
that our management?s actions will result in
profitable operations or an improvement in our
liquidity situation. The threat of our ability to
continue as a going concern will be removed only when
our revenues have reached a level that able to sustain
our business operations.
Off-Balance Heet Arrangements
We have no significant off-balance heet arrangements
that have or are reasonably likely to have a current
or future effect on our financial condition, revenues
or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to
stockholders.
Inflation
The effect of inflation on our revenues and operating
results as not been significant.
Critical Accounting Policies
Our financial statements are affected by the
accounting policies used and the estimates and
assumptions made by management during their
preparation. A complete listing of these policies is
included in Note 3 of the notes to our financial
statements for the period from April 28, 2011
(inception) to September 30, 2011. We have identified
below the accounting policies that are of particular
importance in the presentation of our financial
position, results of operations and cash flows, and
which require the application of significant judgment
by management.
Fair Value Measurements
We follow FASB ASC 820, Fair Value Measurements and
Disclosures, for all financial instruments and non-
financial instruments accounted for at fair value on a
recurring basis. This accounting standard establihed a
single definition of fair value and a framework for
measuring fair value, sets out a fair value hierarchy
to be used to classify the source of information used
in fair value measurement and expands disclosures
about fair value measurements required under other
accounting pronouncements. It does not change existing
guidance as to whether or not an instrument is carried
at fair value. We define fair value as the price that
would be received from selling an asset or paid to
transfer a liability in an orderly transaction between
market participants at the measurement date. When
determining the fair value measurements for assets and
liabilities, which are required to be recorded at fair
value, we consider the principal or most advantageous
market in which we would transact and the market-based
risk measurements or assumptions that market
participants would use in pricing the asset or
liability, such as inherent risk, transfer
restrictions and credit risk. We have adopted FASB ASC
825, Financial Instruments, which allows companies to
choose to measure eligible financial instruments and
certain other items at fair value that are not
required to be measured at fair value. We have not
elected the fair value option for any eligible
financial instruments.
39
Use of estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that
affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported
amounts of revenue and expenses during the reporting
period. Management makes its best estimate of the
ultimate outcome for these items based on historical
trends and other information available when the
financial statements are prepared. Changes in
estimates are recognized in accordance with the
accounting rules for the estimate, which is typically
in the period when new information becomes available
to management. Actual results could differ from those
estimates.
Basic and Diluted Net Income (Loss) Per Share
We compute net income (loss) per share in accordance
with FASB ASC No. 260, ?Earnings per Share?. FASB ADC
No. 260 requires presentation of both basic and
diluted earnings per share (?EPS?) on the face of the
income statement. Basic EPS is computed by dividing
net income (loss) available to common shareholders
(numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common
shares outstanding during the period using the
treasury stock method and convertible preferred stock
using the if-converted method. In computing Diluted
EPS, the average stock price for the period is used in
determining the number of shares assumed to be
purchased from the exercise of stock options or
warrants. Diluted EPS excludes all dilutive potential
shares if their effect is anti dilutive. At December
31, 2010 we had no dilutive potential shares
outstanding.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have not had any changes in or disagreements with
our independent public accountants since our inception.
DIRECTORS AND EXECUTIVE OFFICERS
Directors and Officers
Our Bylaws state that our authorized number of
directors shall be not less than one and shall be set
by resolution of our Board of Directors. Our Board of
Directors has fixed the number of directors at one,
and we currently have one director.
Our current directors and officers are as follows:
Name and Address
Age
Position(s)
Darrell A Calloway
2310 Fountain View
Dr
Houston, Texas
77057
47
President, Chief Executive
Officer, Chief Financial
Officer, Secretary and sole
Director
Our Director will serve in that capacity until our
next annual shareholder meeting or until her successor
is elected and qualified. Officers hold their
positions at the will of our Board of
Directors. There are no arrangements, agreements or
understandings between non-management security holders
and management under which non-management security
holders may directly or indirectly participate in or
influence the management of our affairs.
40
Darrell A Calloway, President, Chief Executive Officer,
Chief Financial Officer, Secretary, and sole director
Darrell A Calloway, has served as our President, Chief
Executive Officer, Chief Financial Officer, Secretary
and sole Director since our inception April 28,
2011.
Mr. Calloway is a licensed realtor and holds a Texas
Real Estate Broker?s License. Since 2003, he has
worked in all aspects of the real estate industry as
an agent, mortgage broker and in her current capacity
as a real estate broker, and has an extensive network
of contacts with individual and organizations within
the real estate industry. From March 2006 to November
2010, Mr. Calloway provided mortgage broker services
under the name ?Unique Mortgage? and real estate
broker services under the name ?Unique Realty.? Mr.
Calloway no longer provides mortgage broker services
and intends to only provide real estate broker
services under our name.
Mr. Calloway devotes her entire working time
(approximately 40 hours per week) to our operations
and will devote additional time as required.
Other Directorships
None of our directors hold any other directorships in
any company with a class of securities registered
pursuant to section 12 of the Exchange Act or subject
to the requirements of section 15(d) of such Act or
any company registered as an investment company under
the Investment Company Act of 1940.
Our sole officer and director or any affiliates of our
company have not been previously involved in the
management or ownership of have not acted as a
promoter or in which they have a controlling interest
in any other previous registration statement of
companies. Therefore, there are no companies that are
viable or dormant and which businesses have been
modified and restated from that described in their
offering documents, and the sole officer and director
have no connection to companies that are still
actively reporting with the United States Securities
and Exchange Commission.
Board of Directors and Director Nominees
Since our Board of Directors does not include a
majority of independent directors, the decisions of
the Board regarding director nominees are made by
persons who have an interest in the outcome of the
determination. The Board will consider candidates for
directors proposed by security holders, although no
formal procedures for submitting candidates have been
adopted. Unless otherwise determined, at any time not
less than 90 days prior to the next annual Board
meeting at which the slate of director nominees is
adopted, the Board will accept written submissions
from proposed nominees that include the name, address
and telephone number of the proposed nominee; a brief
statement of the nominee?s qualifications to serve as
a director; and a statement as to why the security
holder submitting the proposed nominee believes that
the nomination would be in the best interests of our
security holders. If the proposed nominee is not the
same person as the security holder submitting the name
of the nominee, a letter from the nominee agreeing to
the submission of her or her name for consideration
should be provided at the time of submission. The
letter should be accompanied by a r?sum? supporting
the nominee?s qualifications to serve on the Board, as
well as a list of references.
The Board identifies director nominees through a
combination of referrals from different people,
including management, existing Board members and
security holders. Once a candidate has been identified,
the Board reviews the individual?s experience and
background and may discuss the proposed nominee with
the source of the recommendation. If the Board
believes it to be appropriate, Board members may meet
with the proposed nominee before making a final
determination whether to include the proposed nominee
as a member of the slate of director nominees
submitted to security holders for election to the
Board.
41
Some of the factors which the Board considers when
evaluating proposed nominees include their knowledge
of and experience in business matters, finance,
capital markets and mergers and acquisitions. The
Board may request additional information from each
candidate prior to reaching a determination. The Board
is under no obligation to formally respond to all
recommendations, although as a matter of practice, it
will endeavor to do so.
Conflicts of Interest
Our director is not obligated to commit her full time
and attention to our business and, accordingly, he may
encounter a conflict of interest in allocating her
time between our operations and those of other
businesses. In the course of her other business
activities, he may become aware of investment and
business opportunities which may be appropriate for
presentation to us as well as other entities to which
he owes a fiduciary duty. As a result, he may have
conflicts of interest in determining to which entity a
particular business opportunity should be
presented. He may also in the future become
affiliated with entities, engaged in business
activities similar to those we intend to conduct.
In general, officers and directors of a corporation
are required to present business opportunities to a
corporation if:
???
the corporation could financially undertake the
opportunity;
???
the opportunity is within the corporation?s line
of business; and
???
it would be unfair to the corporation and its
stockholders not to bring the opportunity to the
attention of the corporation.
Our director devotes her entire working time
(approximately 40 hours per week) to our operations
and does not currently provide services to any other
business.
We have not adopted a code of ethics that applies to
our directors, officers and employees. When we do
adopt a code of ethics, we will disclose it on Current
Report on Form 8-K.
Significant Employees
As of September 30, 2011 we had no part time or full
time employees other than our sole officer and
director, Darrell A Calloway. Mr. Calloway currently
devotes his entire working time (approximately 40
hours a week) to our operations and will devote
additional time as required. We also currently engage
independent contractors in the areas of accounting,
auditing and legal services.
Legal Proceedings
Darrell A Calloway, our sole officer and director,
filed for Chapter 7 bankruptcy, which was discharged
in February 2008. Except as otherwise described in
the preceding sentence, none of our directors,
executive officers, promoters or control persons has
been involved in any of the following events during
the last 10 years:
1.
A petition under the Federal bankruptcy laws or
any state insolvency law was filed by or
against, or a receiver, fiscal agent or similar
officer was appointed by a court for the
business or property of such person, or any
partnership in which he was a general partner at
or within two years before the time of such
filing, or any corporation or business
association of which he was an executive officer
at or within two years before the time of such
filing;
42
2.
Convicted in a criminal proceeding or is a named
subject of a pending criminal proceeding
(excluding traffic violations and other minor
offenses);
3.
The subject of any order, judgment, or decree,
not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction,
permanently or temporarily enjoining her from,
or otherwise limiting, the following activities:
i.
Acting as a futures commission merchant,
introducing broker, commodity trading
advisor, commodity pool operator, floor
broker, leverage transaction merchant, any
other person regulated by the Commodity
Futures Trading Commission, or an
associated person of any of the foregoing,
or as an investment adviser, underwriter,
broker or dealer in securities, or as an
affiliated person, director or employee of
any investment company, bank, savings and
loan association or insurance company, or
engaging in or continuing any conduct or
practice in connection with such activity;
ii.
Engaging in any type of business practice;
or
iii.
Engaging in any activity in connection
with the purchase or sale of any security
or commodity or in connection with any
violation of Federal or State securities
laws or Federal commodities laws;
4.
The subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated,
of any Federal or State authority barring,
suspending or otherwise limiting for more than
60 days the right of such person to engage in
any activity described in paragraph (f)(3)(i) of
ther section, or to be associated with persons
engaged in any such activity;
5.
Found by a court of competent jurisdiction in a
civil action or by the Commission to have
violated any Federal or State securities law,
and the judgment in such civil action or finding
by the Commission has not been subsequently
reversed, suspended, or vacated;
6.
Found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading
Commission to have violated any Federal
commodities law, and the judgment in such civil
action or finding by the Commodity Futures
Trading Commission has not been subsequently
reversed, suspended or vacated;
7.
The subject of, or a party to, any Federal or
State judicial or administrative order,
judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an
alleged violation of:
i.
Any Federal or State securities or
commodities law or regulation; or
ii.
Any law or regulation respecting financial
institutions or insurance companies
including, but not limited to, a temporary
or permanent injunction, order of
disgorgement or restitution, civil money
penalty or temporary or permanent cease-
and-desist order, or removal or
prohibition order; or
iii.
Any law or regulation prohibiting mail or
wire fraud or fraud in connection with any
business entity; or
43
8.
The subject of, or a party to, any sanction or
order, not subsequently reversed, suspended or
vacated, of any self-regulatory organization (as
defined in Section 3(a)(26) of the Exchange Act
(15 U.S.C. 78c(a)(26))), any registered entity
(as defined in Section 1(a)(29) of the Commodity
Exchange Act (7 U.S.C. 1(a)(29))), or any
equivalent exchange, association, entity or
organization that has disciplinary authority
over its members or persons associated with a
member.
Audit Committee
We do not currently have (or have plans to form) an
audit committee or a committee performing similar
functions. The Board of Directors as a whole
participates in the review of financial statements and
disclosure.
Family Relationships
There are no family relationships among our officers,
directors, or persons nominated for such positions.
Code of Ethics
We have not adopted a code of ethics that applies to
our officers, directors and employees. When we do
adopt a code of ethics, we will disclose it in a
Current Report on Form 8-K.
EXECUTIVE COMPENSATION
The compensation discussed herein addresses all
compensation awarded to, earned by, or paid to our
sole officer and director.
Summary Compensation Table
The following summary compensation table sets forth
the total annual compensation paid or accrued by us to
or for the account of our principal executive officer
since inception and each other executive officer whose
total compensation exceeded $100,000 in either of the
last two fiscal years:
Summary Compensation Table (1)
Name and Principal
Position (2)
Year (3)
Salary ($)
Total ($)
Darrell A Calloway
2011
$500 (4)
$500
(1)
We have omitted certain columns in the summary
compensation table pursuant to Item 402(a)(5) of
Regulation S-K as no compensation was awarded
to, earned by, or paid to any of the executive
officers or directors required to be reported in
that table or column in any fiscal year covered
by that table.
(2)
Darrell A Calloway has served as our President,
Chief Executive Officer, Chief Financial
Officer, Secretary and Director since our
inception on April 28, 2011.
(3)
For the period from April 28, 2011 (inception)
to September 30, 2011.
44
(4)
On April 28, 2011, we issued 5,000,000 shares of
restricted common stock to Darrell A Calloway,
our sole officer and director, in consideration
of the services valued at $500, which services
included researching names for our company,
founding and organizing our company, and
securing the rights to the domain name for our
website.
Option Grants
We did not grant any options or stock appreciation
rights to our named executive officers or directors
from our inception on April 28, 2011 to September 30,
2011. As of September 30, 2011 we did not have any
stock option plans.
Management Agreements
We have not entered into a formal management agreement
with Mr. Calloway.
Compensation of Directors
Our directors did not receive any compensation for
their services as directors from our inception to
September 30, 2011. We have no formal plan for
compensating our directors for their services in the
future in their capacity as directors, although such
directors are expected in the future to receive
options to purchase shares of our common stock as
awarded by our Board of Directors or by any
compensation committee that may be establihed.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide
pension, retirement or similar benefits to our
directors or executive officers. We have no material
bonus or profit sharing plans pursuant to which cash
or non-cash compensation is or may be paid to our
directors or executive officers, except that stock
options may be granted at the discretion of the Board
of Directors or a committee thereof.
Compensation Committee
We do not currently have a compensation committee of
the Board of Directors or a committee performing
similar functions. The Board of Directors as a whole
participates in the consideration of executive officer
and director compensation.
Indemnification
Under our Certificate of Formation and Bylaws, we may
indemnify an officer or director who is made a party
to any proceeding, including a lawsuit, because of her
position, if he acted in good faith and in a manner he
reasonably believed to be in our best interest. We
may advance expenses incurred in defending a
proceeding. To the extent that the officer or
director is successful on the merits in a proceeding
as to which he is to be indemnified, we must indemnify
him against all expenses incurred, including
attorney?s fees. With respect to a derivative action,
indemnity may be made only for expenses actually and
reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a
court order. The indemnification is intended to be to
the fullest extent permitted by the laws of the State
of Texas.
Regarding indemnification for liabilities arising
under the Securities Act which may be permitted to
directors or officers under Texas law, we are informed
that, in the opinion of the Securities and Exchange
Commission, indemnification is against public policy,
as expressed in the Securities Act and is, therefore,
unenforceable.
45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the ownership, as of
July 26, 2011, of our common stock by each of our
directors and executive officers, by all of our
executive officers and directors as a group, and by
each person known to us who is the beneficial owner of
more than 5% of any class of our securities. As of
September 30, 2011, there were 7,000,000 shares of our
common stock issued and outstanding. All persons named
have sole voting and investment control with respect
to the shares, except as otherwise noted. The number
of shares described below includes shares which the
beneficial owner described has the right to acquire
within 60 days of the date of this registration
statement.
Title of
Class
Name and
Address of
Beneficial Owner
(1)
Amount and
Nature of
Beneficial
Ownership
Percent of
Class (%) (2)
Common
Stock
StDarrell A
Calloway
2310
Fountain
View
Houston,
Texas
77057
5,000,000
71.4%
(1)Mr. Calloway has served as our President,
Chief Executive Officer, Chief Financial
Officer, Secretary, and sole director since our
inception on April 28, 2011. He is our sole
officer and director.
(2)Based on 7,000,000 issued and outstanding
shares of our common stock as of September 30,
2011.
Change in Control
As of September 30, 2011 we had no pension plans or
compensatory plans or other arrangements which provide
compensation in the event of termination of employment
or a change in our control.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 28, 2011, we issued 5,000,000 shares of
restricted common stock to Darrell A Calloway, our
sole officer and director, in consideration of
services valued at $500, which services included
researching names for our company, founding and
organizing our company, and securing the rights to the
domain name for our website. The shares held by Mr.
Calloway represent 71.4% of our issued and outstanding
shares. Mr. Calloway has advanced funds to us for our
cash needs. As of September 30, 2011, Mr. Calloway
has advanced us $100 for our benefit. Mr. Calloway
was repaid during the three month period ended August
31, 2011. There is no due date for the repayment of
funds advanced by Mr. Calloway. The obligation to Mr.
Calloway does not bear interest. There is no written
agreement evidencing the advancement of funds by Mr.
Calloway or the repayment of the funds to Mr.
Calloway. The entire transaction was oral. On July 5,
2011, we advanced $5,000 Mr. Calloway. The advance is
non-interest bearing. There is no written agreement
evidencing the advancement of funds by us or the
repayment of the funds to us. The entire transaction
was oral. The purpose of ther advance was to
reimburse Mr. Calloway for licensing fees that he had
previously incurred for the company and to allow Mr.
Calloway to receive additional training relative to
the foreclosure real estate market. Mr. Calloway has
indicated that he intends to repay this advance on or
before October 31, 2011.
Our executive, administrative and operating offices
are located at Mr. Calloway?s office. Mr. Calloway
provides space for the company?s operations free of
charge. There is not written agreement evidencing
this arrangement.
46
Since our inception on April 28, 2011, we have had no
other promoters other than Mr. Calloway.
There have been no other transactions since the
beginning of our last fiscal year or any currently
proposed transactions in which we are, or plan to be,
a participant and the amount involved exceeds the
lesser of $120,000 or one percent of the average of
our total assets at year end for the last two
completed fiscal years, and in which any related
person had or will have a direct or indirect material
interest.
Director Independence
We currently act with one director. We have determined
that we do not have a director that would qualify as
an ?independent director? as defined by Nasdaq
Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or
nominating committee, but our entire board of
directors acts in such capacities. We believe that
our board of directors is capable of analyzing and
evaluating our financial statements and understanding
internal controls and procedures for financial
reporting. We do not have plans to form a standing
audit, compensation or nominating committee. The
board of directors of our company does not believe
that it is necessary to have a standing audit,
compensation or nominating committee because we
believe that the functions of such committees can be
adequately performed by the board of
directors. Additionally, we believe that retaining an
independent director who would qualify as an ?audit
committee financial expert? would be overly costly and
burdensome and is not warranted in our circumstances
given the early stages of our development.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICTION
FOR SECURITES ACT LIABILITIES
Our Certificate of Formation and Bylaws provide that
we shall indemnify our officers or directors against
expenses incurred in connection with the defense of
any action in which they are made parties by reason of
being our officers or directors, except in relation to
matters as which such director or officer shall be
adjudged in such action to be liable for negligence or
misconduct in the performance of her duty. One of our
officers or directors could take the position that
this duty on our behalf to indemnify the director or
officer may include the duty to indemnify the officer
or director for the violation of securities laws.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our
directors, officers and controlling persons pursuant
to our Certificate of Formation, Bylaws, Texas laws or
otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission, such
indemnification is against public policy as expressed
in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by one
of our directors, officers, or control persons, and
the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
control person in connection with the securities being
registered, we will, unless in the opinion of our
counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification
by it is against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
47
EXPERTS
Our financial statements for the period from inception
on April 28, 2011 to September 30, 2011, included in
this prospectus, have been audited by M&K CPAS, PLLC,
as set forth in their report included in this
prospectus. Their report is given upon their
authority as experts in accounting and auditing.
Our financial statements as of September 30, 2011 and
for the three month period ended August 31, 2011,
included in this prospectus, have been reviewed but
not audited by M&K CPAS, PLLC, as set forth in their
report included in this prospectus. Their report is
given upon their authority as experts in accounting
and auditing.
LEGAL MATTERS
Caravanna Hicks Cloud The Cloud Law Firm LLP, 2651
Little York, Suite 200, Houston, Texas 77088, has
acted as our legal counsel.
48
DAS Global Capital Corp.
FINANCIAL STATEMENTS
September 30, 2011
F - 1
DAS Global Capital Corp.
(A Development Stage Company)
Index to Financial Statements
Independent Auditors? Report
F-3
Balance Heet as of December 31, 2010
F-4
Statements of Operations for the period from April
28, 2011 (inception) through September 30, 2011
F-5
Statements of Stockholders? Equity for the period
from April 28, 2011 (inception) through September
30, 2011
F-6
Statements of Cash Flows for the period from April
28, 2011 (inception) through September 30, 2011
F-7
Notes to the Financial Statements
F-8
F - 2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors
DAS Global Capital Corp
We have audited the accompanying balance sheet of DAS
Global Capital Corp (a development stage company) (the
Company) as of September 30, 2011, and the related
statements of operations, stockholders' equity, and
cash flows for the period from April 28, 2011
(inception) through September 30, 2011. These
financial statements are the responsibility of the
Company's management. Our responsibility is to express
an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable
assurance about whether the financial statements are
free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting.
Our audit included consideration of internal control
over financial reporting as a basis for designing
audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly,
we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements,
assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of DAS Global Capital Corp. as of
September 30, 2011, and the results of its operations
and cash flows for the period described above in
conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been
prepared assuming that the Company will continue as a
going concern. As discussed in Note 4 to the financial
statements, the Company has not generated any revenues
from operations, which raises substantial doubt about
its ability to continue as a going concern.
Management's plans regarding these matters also are
described in Note 4. The financial statements do not
include any adjustments that might result from the
outcome of this uncertainty.
/s/ M&K CPAS, PLLC
Houston, Texas
October 6, 2011
F - 3
DAS Global Capital Corp.
(A Development Stage Company)
Balance Heet
As of September 30, 2011
Assets
Current assets:
Cash
$
30,700
Total current assets
$
30,700
Liabilities and Stockholders? Equity
Current liabilities:
Payable to stockholder
$
100
Accrued liabilities
7,925
Total current liabilities
8,025
Commitments and Contingencies (Note
6)
Stockholders' equity:
Preferred stock, 10,000,000 shares
authorized,
$0.0001 par value, no shares
issued and outstanding
-
Common stock, 190,000,000 shares
authorized,
$0.0001 par value, 6,020,000
shares issued and outstanding
602
Additional paid in capital
30,498
Accumulated deficit
(8,425)
Total stockholders' equity
22,675
Total liabilities and stockholders?
equity
$
30,700
The accompanying notes are an integral part of these
financial statements.
F - 4
DAS Global Capital Corp.
(A Development Stage Company)
Statement of Operations
For the Period from April 28, 2011 (Inception)
Through September 30, 2011
Revenues:
Total revenues
$
-
Operating expenses:
General and administrative
8,425
Total expenses
8,425
Loss from operations
(8,425
)
Other income:
Other income
-
Net loss
$
(8,425
)
Weighted average shares outstanding
$
5,369,394
Net loss per common share ? basic and
diluted
(.00
)
The accompanying notes are an integral part of these
financial statements.
F - 5
DAS Global Capital Corp.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from April 28, 2011 (Inception)
Through September 30, 2011
Additional
Total
Class A Common
Stock
Paid in
Accumulated
Stockholders?
Shares
Amount
Capital
Deficit
Equity
Stock
issued
to
officer
5,000,000
$
500
$
?
$
$
500
Stock
sold for
cash
1,020,000
102
30,498
?
30,600
Net loss
?
?
(8,425
)
(8,425
)
Balance
at
December
31, 2010
6,020,000
$
602
$
30,498
$
(8,425
)
$
22,675
The accompanying notes are an integral part of these
financial statements.
DAS Global Capital Corp.
F - 6
(A Development Stage Company)
Statement of Cash Flows
For the Period from April 28, 2011 (Inception)
Through September 30, 2011
Operating Activities
Net loss
$
(8,425
)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Issuance of common stock for services
500
Change in operating assets and liabilities:
Accrued liabilities
7,925
Net cash provided by operating activities
?
Financing activities
Proceeds from payable to stockholder
100
Proceeds from sale of common stock
30,600
Net cash provided by financing activities
30,700
Net increase in cash
30,700
Cash at beginning of the period
?
Cash at end of the period
$
30,700
Supplemental Disclosures:
Interest Paid
$
?
Income Taxes Paid
$
?
The accompanying notes are an integral part of these
financial statements.
F - 7
DAS Global Capital Corp.
(A Development Stage Company)
Notes to Financial Statements
1.
DESCRIPTION OF ORGANIZATION SET-UP AND BUSINESS
ACTIVITIES
DAS Global Capital Corp. (the ?Company?) was
incorporated on April 28, 2011, in the state of
Nevada, to sell realtor services to prospective
homebuyers interested in foreclosed residential
properties. The Company collects a fixed percentage of
the commission any of its realtors receives on a
transaction. As of September 30, 2010, the Company is
considered to be a de novo corporation.
2.
BASIS OF PRESENTATION
The accompanying financial statements as of September
30, 2011, and for the period ended September 30, 2011;
include all transactions occurring during the period
from the Company?s incorporation to its fiscal year
end. These financial statements have been prepared in
accordance with the accounting principles generally
accepted in the United States of America (?U.S.
GAAP?). References to GAAP are done using the
Financial Accounting Standards Board (?FASB?)
Accounting Standards Codification TM (?ASC? or
?Codification?) 105, Generally Accepted Accounting
Principles (?ASC 105?).
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the financial statements in
conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets
and liabilities at the date of the financial
statements and the reported amounts of revenues and
expenses during the reporting period. Actual results
could differ from those estimates.
Cash
For purposes of the statement of cash flows, cash
includes demand deposits, time deposits and short-term
liquid investments with an original maturity of three
months or less when purchased. At September 30, 2011
the Company had no such investments included in
cash. The Company maintains deposits in one financial
institution. At September 30, 2011, the Federal
Deposit Insurance Corporation (FDIC) provides
unlimited insurance coverage of noninterest-bearing
transaction accounts and coverage of up to $250,000
for interest bearing accounts per depositor per
bank. At September 30, 2011, none of the Company?s
cash was in excess of federally insured limits. The
Company has not experienced any losses in such
accounts and does not believe that the Company is
exposed to significant risks from excess deposits.
Development Stage Company
The Company complies with ASC 915 Development Stage
Entities and the Securities and Exchange Commission
Exchange Act 7 for its characterization of the Company
as development stage.
F - 8
DAS Global Capital Corp.
(A Development Stage Company)
Notes to Financial Statements (continued)
Fair Value of Financial Instruments
Financial instruments, including cash and accrued
expenses are carried at cost which reasonably
approximates their fair value due to the short-term
nature of these amounts or due to variable rates of
interest which are consistent with market rates. No
adjustments have been made in the current period.
Revenue Recognition
The Company recognizes revenue when the following
criteria are met: persuasive evidence of an
arrangement exists, delivery has occurred or services
have been rendered, the sales price is fixed or
determinable, and collect ability is reasonably
assured. The Company?s standard sales agreements
generally do not include customer acceptance
provisions. However, if there is a customer
acceptance provision or there is uncertainty about
customer acceptance, the associated revenue is
deferred until the Company has evidence of customer
acceptance.
Revenue for the fixed percentage of the commission any
of the Company?s realtors receives on a transaction is
recognized upon the completion of the transaction.
Basic and Diluted Net Loss per Common Share
Basic and diluted net loss per share calculations are
calculated on the basis of the weighted average number
of common shares outstanding during the year. The per
share amounts include the dilutive effect of common
stock equivalents in years with net income. Basic and
diluted loss per share is the same due to the anti
dilutive nature of potential common stock equivalents.
Stock Based Compensation
The Company accounts for stock-based employee
compensation arrangements using the fair value method
in accordance with the provisions of ASC Topic 718,
Compensation ? Stock Compensation (?ASC 718?).
The Company did not grant any stock options or
warrants during the period ended September 30, 2011.
Recent Accounting Pronouncements
DAS Global Capital Corp. does not expect the adoption
of recently issued accounting pronouncements to have a
significant impact on its results of operations,
financial position or cash flow.
Income Taxes
The Company accounts for income taxes under ASC Topic
740, Income Taxes (?ASC 740?). Under ASC 740, deferred
tax assets and liabilities are recognized for the
future tax consequences attributable to differences
between the financial statement carrying amounts of
existing assets and liabilities and their respective
tax basis. 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.
F - 9
DAS Global Capital Corp.
(A Development Stage Company)
Notes to Financial Statements (continued)
4.
GOING CONCERN
The accompanying financial statements have been
prepared assuming that the Company will continue as a
going concern. As shown in the accompanying financial
statements, the Company has not begun operations and
has not generated any revenues to date. These
conditions raise substantial doubt as to the Company's
ability to continue as a going concern. The financial
statements do not include any adjustments that might
be necessary if the Company is unable to continue as a
going concern. Management intends to finance
operations through equity funding of continued
subsequent stock offerings during 2011.
5.
COMMON STOCK
DAS Global Capital Corp. issued 5,000,000 shares of
common stock (founders? shares) on April 28, 2011 for
$500, which was estimated to be the fair market value,
and 1,020,000 shares of common stock on September 28,
2011 to shareholders of the Company. There are no
outstanding options or warrants for the Company?s
stock.
6.
COMMITMENTS AND CONTINGENCIES
As of September 30, 2011, the Company had the
following commitments and contingencies:
ACCRUED LIABILITIES
Audit
$
7,000
Organizational set-up expenses
925
Total accrued liabilities
$
7,925
The Company is a newly-formed company and has no
outstanding accounts payable.
7.
INCOME TAXES
There was no material current or deferred income tax
expense or benefits for the period ended September 30,
2011.
8.
RELATED PARTY TRANSACTIONS
The Company did not receive any investments from
related parties as of September 30, 2011. There was
an advance to the Company from an officer and
stockholder of $100, as of September 30, 2011.
9.
SUBSEQUENT EVENTS
The Company issued 554,000 shares of common stock on
May 4, 2011 for $16,620, 134,000 shares of common
stock on May 6, 2011 for $4,020, 10,000 shares of
common stock on May 11, 2011 for $300, 97,000 shares
of common stock on May 14, 2011 for $2,910, 10,000
shares of common stock on May 20, 2011 for $300,
10,000 shares of common stock on May 26, 2011 for $300,
155,000 shares of common stock on June 3, 2011 for
$4,650, and 10,000 shares of common stock on June 9,
2011 for $300.
On July 5, 2011, a shareholder received an advance of
$5,000.
F - 10
DAS Global Capital Corp.
FINANCIAL STATEMENTS
June 30, 2011 and September 30, 2011
F - 11
Foreclosure Solutions, Inc.
(A Development Stage Company)
Index to Financial Statements
Report of Independent Registered Public Accounting
Firm
F-
13
Balance Heet as of June 30, 2011 and September 30,
2011
F-
14
Statements of Operations for the three month
period ended June 30, 2011 and for the period from
April 28, 2011 (inception) through June 30, 2011
F-
15
Statements of Stockholders? Equity for the period
from December 6, 2010 (inception) through June 30,
2011
F-
16
Statements of Cash Flows for the three month
period ended June 30, 2011 and for the period from
December 6, 2010 (inception) through June 30, 2011
F-
17
Notes to the Financial Statements
F-
18
F - 12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Shareholders of
DAS Global Capital Corp.
We have reviewed the accompanying balance heet of
Foreclosure Solutions, Inc. (a development stage
company) (the ?Company?) as of June 30, 2011 and the
related statements of operations, stockholders? equity
and cash flows for the three months then ended. These
financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards
of the Public Company Accounting Oversight Board
(United States). A review of interim financial
information consists principally of applying
analytical procedures and making inquiries of persons
responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted
in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the
objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the interim
financial statements for them to be in conformity with
accounting principles generally accepted in the United
States of America.
We have previously audited, in accordance with the
standards of the Public Company Accounting Oversight
Board (United States), the balance sheet of DAS Global
Capital Corp as of September 30, 2011, and the related
statements of operations, stockholders? equity and
cash flows for the period from April 28, 2011
(inception) through September 30, 2011; and in our
report dated May 25, 2011, we included an explanatory
paragraph as discussed in Note 4 of those financial
statements indicating that the Company has not
generated any revenues from operations which raised
substantial doubt about the Company?s ability to
continue as a going-concern. As indicated in Note 4 of
the Company?s unaudited interim financial statements
as of June 30, 2011 and for the three months then
ended, the Company still has not generated revenues
from operations. The accompanying interim financial
information does not include any adjustments that
might result from the outcome of this uncertainty. In
our opinion, the information set forth in the
accompanying balance sheet as of September 30, 2011,
is fairly stated, in all material respects.
/s/ M&K CPAS, P.L.L.C.
Houston, Texas
October 12, 2011
F - 13
DAS Global Capital Corp.
(A Development Stage Company)
Balance Heet
As of June 30, 2011 and September 30, 2011
June 30,
2011
September
30, 2011
(Unaudited)
(Audited)
Assets
Current assets:
Cash
$
24,318
$
30,700
Total current assets
24,318
$
30,700
Liabilities and Stockholders? Equity
Current liabilities:
Accounts Payable
$
11,744
$
-
Payable to stockholder
-
100
Accrued liabilities
-
7,925
Total current liabilities
11,744
8,025
Commitments and Contingencies
(Note 6)
Stockholders? equity:
Preferred stock, 10,000,000
shares authorized,
$0.0001 par value, no
shares issued and
outstanding
-
-
Common stock, 190,000,000
shares authorized,
$0.0001 par value,
7,000,000 and 6,020,000
shares issued and
outstanding, respectively
700
602
Additional paid in capital
59,800
30,498
Accumulated deficit
(47,926
)
(8,425
)
Total stockholders' equity
$
12,574
22,675
Total liabilities and
stockholders? equity
$
24,318
$
30,700
The accompanying notes are an integral part of these
financial statements.
F - 14
DAS Global Capital Corp.
(A Development Stage Company)
Statement of Operations
For the Three Months ended June 30, 2011
And For the Period from April 28, 2011 (Inception)
Through June 30, 2011
(Unaudited)
Three
Months
Ended
June 30,
2011
April 28,
2011
(Inception)
through
September
30, 2011
Revenues:
Total revenues
$
-
$
-
Operating expenses:
General and administrative
39,501
47,926
Total expenses
39,501
47,926
Loss from operations
(39,501
)
(47,926
)
Other income:
Other income
-
-
Net loss
$
(39,501
)
$
(47,926
)
Weighted average shares
outstanding
6,888,022
Net loss per common share ?
basic and diluted
$
(.01
)
The accompanying notes are an integral part of these
financial statements.
F - 15
DAS Global Capital Corp.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from April 28, 2011 (Inception)
Through June 30, 2011
Additional
Total
Class A Common
Stock
Paid in
Accumulated
Stockholders'
Shares
Amount
Capital
Deficit
Equity
Balance at
December 9,
2010
(inception)
-
$
-
$
-
$
-
$
-
Common
stock
issued to
officer
5,000,000
500
-
-
500
Common
stock
issued for
cash
1,020,000
102
30,498
-
30,600
Net loss
-
-
-
(8,425
)
(8,425
)
Balance at
December
31, 2010
6,020,000
602
30,498
(8,425
)
22,675
Common
stock
issued for
cash
980,000
98
29,302
-
29,400
Net loss
-
-
-
(39,501
)
(39,501
)
Balance at
March 31,
2011
7,000,000
$
700
$
59,800
$
(47,926
)
$
12,574
The accompanying notes are an integral part of these
financial statements.
F - 16
DAS Global Capital Corp.
(A Development Stage Company)
Statement of Cash Flows
For the Three Month Period ended June 30, 2011
And For the Period from April 28, 2011 (Inception)
Through September 30, 2011
June 30,
2011
April 28,
2011
(Inception)
through
September
30, 2011
Operating Activities
Net loss
$
(39,501
)
$
(47,926
)
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Issuance of common stock for
services
-
500
Change in operating assets and
liabilities:
Accounts Payable
11,744
11,744
Accrued liabilities
(7,925
)
-
Net cash provided by operating
activities
(35,682
)
(35,682
)
Financing activities
Proceeds from payable to
stockholder
-
100
Repayment to shareholder
(100
)
(100
)
Proceeds from sale of common
stock
29,400
60,000
Net cash provided by financing
activities
29,300
60,000
Net increase in cash
(6,382
)
24,318
Cash at beginning of the period
30,700
?
Cash at end of the period
24,318
$
24,318
Supplemental Disclosures:
Interest Paid
$
-
$
?
Income Taxes Paid
$
-
$
-
The accompanying notes are an integral part of these
financial statements.
F - 17
DAS Global Capital Corp.
(A Development Stage Company)
Notes to Unaudited Financial Statements
1.
DESCRIPTION OF ORGANIZATION SET-UP AND BUSINESS
ACTIVITIES
DAS Global Capital Corp. (the ?Company?) was
incorporated on April 28, 2011, in the state of Nevada,
to sell realtor services to prospective homebuyers
interested in foreclosed residential properties. The
Company collects a fixed percentage of the commission
any of its realtors receives on a transaction. As of
September 30, 2011, the Company is considered to be a
de novo corporation.
2.
BASIS OF PRESENTATION
The accompanying financial statements as of September
30, 2011, and for the three month period ended June 30,
2011; include all transactions occurring during the
period from the Company?s incorporation to its fiscal
year end. These financial statements have been
prepared in accordance with the accounting principles
generally accepted in the United States of America
(?U.S. GAAP?). References to GAAP are done using the
Financial Accounting Standards Board (?FASB?)
Accounting Standards Codification TM (?ASC? or
?Codification?) 105, Generally Accepted Accounting
Principles (?ASC 105?).
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the financial statements in
conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets
and liabilities at the date of the financial
statements and the reported amounts of revenues and
expenses during the reporting period. Actual results
could differ from those estimates.
Cash
For purposes of the statement of cash flows, cash
includes demand deposits, time deposits and short-term
liquid investments with an original maturity of three
months or less when purchased. At June 30, 2011 the
Company had no such investments included in cash. The
Company maintains deposits in one financial
institution. At September 30, 2011, the Federal
Deposit Insurance Corporation (FDIC) provides
unlimited insurance coverage of noninterest-bearing
transaction accounts and coverage of up to $250,000
for interest bearing accounts per depositor per
bank. At September 30, 2011, none of the Company?s
cash was in excess of federally insured limits. The
Company has not experienced any losses in such
accounts and does not believe that the Company is
exposed to significant risks from excess deposits.
Development Stage Company
The Company complies with ASC 915 Development Stage
Entities and the Securities and Exchange Commission
Exchange Act 7 for its characterization of the Company
as development stage.
F - 18
DAS Global Capital Corp.
(A Development Stage Company)
Notes to Unaudited Financial Statements (continued)
Fair Value of Financial Instruments
Financial instruments, including cash and current
liabilities are carried at cost which reasonably
approximates their fair value due to the short-term
nature of these amounts or due to variable rates of
interest which are consistent with market rates. No
adjustments have been made in the current period.
Revenue Recognition
The Company recognizes revenue when the following
criteria are met: persuasive evidence of an
arrangement exists, delivery has occurred or services
have been rendered, the sales price is fixed or
determinable, and collect ability is reasonably
assured. The Company?s standard sales agreements
generally do not include customer acceptance
provisions. However, if there is a customer
acceptance provision or there is uncertainty about
customer acceptance, the associated revenue is
deferred until the Company has evidence of customer
acceptance.
Revenue for the fixed percentage of the commission any
of the Company?s realtors receives on a transaction is
recognized upon the completion of the transaction.
Basic and Diluted Net Loss per Common Share
Basic and diluted net loss per share calculations are
calculated on the basis of the weighted average number
of common shares outstanding during the year. The per
share amounts include the dilutive effect of common
stock equivalents in years with net income. Basic and
diluted loss per share is the same due to the anti
dilutive nature of potential common stock equivalents.
Stock Based Compensation
The Company accounts for stock-based employee
compensation arrangements using the fair value method
in accordance with the provisions of ASC Topic 718,
Compensation ? Stock Compensation (?ASC 718?).
The Company did not grant any stock options or
warrants during the three month period ended June 30,
2011.
Recent Accounting Pronouncements
DAS Global Capital Corp. does not expect the adoption
of recently issued accounting pronouncements to have a
significant impact on its results of operations,
financial position or cash flow.
Income Taxes
The Company accounts for income taxes under ASC Topic
740, Income Taxes (?ASC 740?). Under ASC 740, deferred
tax assets and liabilities are recognized for the
future tax consequences attributable to differences
between the financial statement carrying amounts of
existing assets and liabilities and their respective
tax basis. 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.
F - 19
DAS Global Capital Corp.
(A Development Stage Company)
Notes to Unaudited Financial Statements (continued)
4.
GOING CONCERN
The accompanying financial statements have been
prepared assuming that the Company will continue as a
going concern. As shown in the accompanying financial
statements, the Company has not begun operations and
has not generated any revenues to date. These
conditions raise substantial doubt as to the Company's
ability to continue as a going concern. The financial
statements do not include any adjustments that might
be necessary if the Company is unable to continue as a
going concern. Management intends to finance
operations through equity funding of continued
subsequent stock offerings during 2011.
5.
COMMON STOCK
Common stock shares outstanding at June 30, 2011 and
September 30, 2011 was 7,000,000 and 6,020,000
(founder?s shares), respectively. These were issued
for cash proceeds of $60,000 and have an estimated
fair value of $700 and $602, respectively. There are
no outstanding options or warrants for the Company?s
stock. Common stock issuances for the three months
ended June 30, 2011 were as follows:
554,000 shares issued of common stock on May 4, 2011
134,000 shares of common stock on May 6, 2011
10,000 shares of common stock on May 11, 2011
97,000 shares of common stock on May 14, 2011
10,000 shares of common stock on May 20, 2011
10,000 shares of common stock on May 26, 2011
155,000 shares of common stock on June 3, 2011
10,000 shares of common stock on June 9, 2011
6.
COMMITMENTS AND CONTINGENCIES
As of September 30, 2011, the Company had the
following payables of $11,743.
7.
INCOME TAXES
There was no material current or deferred income tax
expense or benefits for the period ended September 30,
2011.
8.
RELATED PARTY TRANSACTIONS
There was an advance to the Company from an officer
and stockholder of $100, as of September 30, 2011.
This advance was repaid during the three month period
ended June 30, 2011.
F - 20
DEALER PROSPECTUS DELIVERY OBLIGATION
Until a date, which is 90 days after the effective
date of this Prospectus, all dealers that effect
transactions in these securities, whether or not
participating in this offering, are required to
deliver a prospectus. This is in addition to the
dealers? obligation to deliver a prospectus when
acting as underwriters and with respect the their
unsold allotments or subscriptions.
PART II?INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering, all of which
are to be paid by the registrant, are as follows:
Commission filing
fee
$ 6.97
Legal fees and
expenses
$ 8,000.00
Accounting fees and
expenses
$ 2,000.00
Printing and
marketing expenses
$ 500.00
Audit/Administrative
Fees and Expenses
$ 7,500.00
Miscellaneous
$ 500.00
TOTAL
$18,503.35
ITEM 14.INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Certificate of Formation and Bylaws provide that
we shall indemnify our officers or directors against
expenses incurred in connection with the defense of
any action in which they are made parties by reason of
being our officers or directors, except in relation to
matters as which such director or officer shall be
adjudged in such action to be liable for negligence or
misconduct in the performance of her duty. One of our
officers or directors could take the position that
this duty on our behalf to indemnify the director or
officer may include the duty to indemnify the officer
or director for the violation of securities laws.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended (the
?Securities Act?), may be permitted to our directors,
officers and controlling persons pursuant to our
Certificate of Formation, Bylaws, Nevada laws or
otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission (the
?Commission?), such indemnification is against public
policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other
than the payment by us of expenses incurred or paid by
one of our directors, officers, or control persons,
and the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
control person in connection with the securities being
registered, we will, unless in the opinion of our
counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification
by it is against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
ITEM 15.RECENT SALES OF UNREGISTERED SECURITIES.
On April 28, 2011, DAS Global Capital sold 5,000,000
restricted shares of common stock to Darrell A
Calloway for services valued at $500, which services
included researching names for our company, founding
and organizing our company, and securing the rights to
the domain name for our website. DAS Global Capital
relied in Section 4(2) of the Securities Act as its
exemption from registration when it issued the shares
of common stock to Mr. Calloway. Mr. Calloway agreed
to hold the shares for investment purposes only and to
transfer such shares only in a registered offering or
in reliance upon an exemption therefrom.
In April 2011, May 2011 and June 2011, we issued
2,000,000 shares of our common stock to 35 investors
at a price of $0.03 per share in exchange for
aggregate cash proceeds of $60,000, as described more
fully below:
???
on April 29, 2011, we issued 1,020,000 shares of
our common stock to six investors at a price of
$0.03 per share in exchange for aggregate cash
proceeds of $30,600;
???
on May 4, 2011, we issued 554,000 shares of our
common stock to three investors at $0.03 per
share for aggregate cash proceeds of $16,620;
???
on May 6, 2011, we issued 134,000 shares of our
common stock to one investor at $0.03 per share
for cash proceeds of $4,020;
???
on May 11, 2011, we issued 10,000 shares of our
common stock to one investor at $0.03 per share
for cash proceeds of $300;
???
on May 14, 2011, we issued 97,000 shares of our
common stock to four investors at $0.03 per
share for aggregate cash proceeds of $2,910;
???
on May 20, 2011, we issued 10,000 shares of our
common stock to one investor at $0.03 per share
for cash proceeds of $300;
???
on May 26, 2011, we issued 10,000 shares of our
common stock to one investor at $0.03 per share
for cash proceeds of $300;
???
on June 3, 2011, we issued 155,000 shares of our
common stock to 16 investors at $0.03 per share
for aggregate cash proceeds of $4,650; and
???
on June 9, 2011, we issued 10,000 shares of our
common stock to two investors at a price of
$0.03 per share in exchange for aggregate cash
proceeds of $300.
1,835,000 of these shares (the shares issued on May 29,
2011, May 4, 2011, May 6, 2011, May 11, 2011, May 14,
2011, May 20, 2011, and May 26, 2011) were issued
pursuant to an exemption from registration
requirements of the Securities Act provided by Section
506 of Regulation D of the Securities Act, such
exemption being available based on the company not
using general solicitation or advertising to market
the shares and information obtained from the investors
to the private placement, including that all of the
investors were ?accredited investors,? as that term is
defined in Regulation D under the Securities Act.
The remaining 165,000 of these shares (the shares
issued on June 3, 2011 and June 9, 2011) were issued
in reliance upon an exemption from registration
pursuant to Regulation S under the Securities Act of
1933 (the ?Securities Act?). Our reliance upon Rule
903 of Regulation S was based on the fact that the
sales of the securities were completed in an ?offshore
transaction?, as defined in Rule 902(h) of Regulation
S. We did not engage in any directed selling efforts,
as defined in Regulation S, in the United States in
connection with the sale of the securities. Each
investor was not a U.S. person, as defined in
Regulation S, and was not acquiring the securities for
the account or benefit of a U.S. person.
ITEM 16.EXHIBITS.
Exhibit No. Description
3.1
Certificate of Formation of DAS Global Capital
Corp (1)
3.2
Bylaws of DAS Global Capital Corp (1)
23.1
Consent of M&K CPAS, PLLC.
23.2
Consent of The Cloud Law Firm LLP.
ITEM 17.UNDERTAKINGS.
The registrant hereby undertakes:
1.To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i)
To include any prospectus required by
section 10(a)(3) of the securities act;
(ii)
To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume
and price represent no more than 20%
change in the maximum aggregate offering
price set forth in the ?Calculation of
Registration Fee? table in the effective
registration statement; and
(iii)
To include any material information with
respect to the plan of distribution not
previously disclosed in the prospectus or
any material change to such information in
the registration statement;
2.That for the purpose of determining liability under
the Securities Act, each post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
3.To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering; and
4.That, for the purpose of determining liability of
the registrant under the Securities Act to any
purchaser in the initial distribution of the
securities, the registrant undertakes that in a
primary offering of securities of the registrant
pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following
communications, the registrant will be a seller to the
purchaser and will be considered to offer or sell such
securities to such purchaser:
(i)
Any preliminary prospectus or prospectus
of the registrant relating to the offering
required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to
the offering prepared by or on behalf of
the registrant or used or referred to by
the registrant;
(iii)
The portion of any other free writing
prospectus relating to the offering
containing material information about the
registrant or its securities provided by
or on behalf of the registrant; and
(iv)
Any other communication that is an offer
in the offering made by the registrant to
the purchaser.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore
unenforceable.
In the event that a claim for indemnification against
such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit incurred or
paid by a director, officer or controlling person of
the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will,
unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed
by the final adjudication of such issue.
Each prospectus filed pursuant to Rule 424(b) as part
of a registration statement relating to an offering,
other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is
first used after effectiveness. Provided, however,
that no statement made in a registration statement or
prospectus that is part of the registration statement
or made in a document incorporated or deemed
incorporated by reference into the registration
statement or prospectus that is part of the
registration statement will, as to a purchaser with a
time of contract of sale prior to such first use,
supersede or modify any statement that was made in the
registration statement or prospectus that was part of
the registration statement or made in any such
document immediately prior to such date of first use.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant has duly caused this registration
statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of
Houston, State of Texas on October 12, 2011.
DAS GLOBAL CAPITAL CORP.
By:
/s/ DARRELL A CALLOWAY
Darrell A Calloway
President, Secretary, Treasurer, and Director
In accordance with the requirements of the Securities
Act of 1933, this registration statement has been
signed by the following persons in the capacities
stated on July 26, 2011:
Signature
Title
/s/ DARRELL A CALLOWAY
Darrell A Calloway
President, Secretary,
Treasurer, and Director
(Principal Executive
Officer,
Principal Financial
Officer, and Principal
Accounting Officer)