U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF
SECURITIES
Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934
GloBus Holding Corp
___________________________
(Exact name of registrant as specified in its charter)
Wisconsin
45-3063464
(State or other
jurisdiction of
(I.R.S.
Employer
incorporation or
organization)
Identification
No.)
8170 214th Ave
Bristol, WI
53104
(Address of
principal
executive
offices)
(Zip Code)
Registrant?s telephone number, including area code:
262-260-1892
Facsimile number: 262-260-1892
Copies to:
James Walter, President
Telephone Number: 262-620-1892
Facsimile Number: 262-620-1892
Securities to be registered under Section 12(b) of the
Act: None
Securities to be registered under Section 12(g) of the
Exchange Act:
Title of each
class
Name of
Exchange on
which
to be so
registered
each class is to
be registered
Common
Stock, $0.0001
N/A
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-
accelerated filer, or a smaller reporting company. See
the definitions of ?large accelerated filer,? ?accelerated
filer? and ?smaller reporting company? in Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer
??
Accelerated
filer ??
Non-accelerated filer
??
Smaller reporting
company ??
1
EXPLANATORY NOTE
We are voluntarily filing this General Form for
Registration of Securities on Form 10 to register our
common stock, par value $0.0001 per share (the
?Common Stock?), pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the
?Exchange Act?).
Once this registration statement is deemed
effective, we will be subject to the requirements of
Regulation 13A under the Exchange Act, which will
require us to file annual reports on Form 10-K,
quarterly reports on Form 10-Q, and current reports on
Form 8-K, and we will be required to comply with all
other obligations of the Exchange Act applicable to
issuers filing registration statements pursuant to Section
12(g) of the Exchange Act.
Unless otherwise noted, references in this
registration statement to the ?Registrant,? the
?Registrant,? ?we,? ?our? or ?us? means GloBus
Holding Corp Our principal place of business is located
at 8170 214th Ave, Bristol, Wisconsin, 53104.
FORWARD LOOKING STATEMENTS
There are statements in this registration
statement that are not historical facts. These ?forward-
looking statements? can be identified by use of
terminology such as ?believe,? ?hope,? ?may,?
?anticipate,? ?should,? ?intend,? ?plan,? ?will,?
?expect,? ?estimate,? ?project,? ?positioned,?
?strategy? and similar expressions. You should be
aware that these forward-looking statements are
subject to risks and uncertainties that are beyond our
control. For a discussion of these risks, you should
read this entire Registration Statement carefully;
especially the risks discussed under the section entitled
?Risk Factors.? Although management believes that
the assumptions underlying the forward looking
statements included in this Registration Statement are
reasonable, they do not guarantee our future
performance, and actual results could differ from
those contemplated by these forward looking
statements. The assumptions used for purposes of the
forward-looking statements specified in the following
information represent estimates of future events and
are subject to uncertainty as to possible changes in
economic, legislative, industry, and other
circumstances. As a result, the identification and
interpretation of data and other information and their
use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of
judgment. To the extent that the assumed events do
not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no
opinion is expressed on the achievability of those
forward-looking statements. In light of these risks and
uncertainties, there can be no assurance that the results
and events contemplated by the forward-looking
statements contained in this Registration Statement
will in fact transpire. You are cautioned to not place
undue reliance on these forward-looking statements,
which speak only as of their dates. We do not
undertake any obligation to update or revise any
forward-looking statements.
Item 1. Business.
Business Development
We were incorporated in the State of
Wisconsin on August 23, 2011. Since inception, we
have been engaged in organizational efforts and
obtaining initial financing. We were formed as a
vehicle to pursue a business combination and have
made no efforts to identify a possible business
combination. As a result, we have not conducted
negotiations or entered into a letter of intent concerning
any target business. Our business purpose is to seek the
acquisition of or merger with, an existing company.
We have selected December 31st as our fiscal year end.
Business of Issuer
We are a "blank check" company. The U.S.
Securities and Exchange Commission (the ?SEC?)
defines those companies as "any company that is
issuing a penny stock, within the meaning of Section 3
(a)(51) of the Securities Exchange Act of 1934, as
amended (the ?Exchange Act?), and that has no
specific business plan or purpose, or has indicated that
its business plan is to merge with an unidentified
company or companies." Under SEC Rule 12b-2 under
the Exchange Act, we also qualifies as a ?shell
company,? because it has no or nominal assets (other
than cash) and no or nominal operations. Many states
have enacted statutes, rules and regulations limiting the
sale of securities of "blank check" companies in their
respective jurisdictions. Management does not intend
to undertake any efforts to cause a market to develop
in our securities, either debt or equity, until we have
successfully concluded a business combination. We
intend to comply with the periodic reporting
requirements of the Exchange Act for so long as it is
subject to those requirements.
We were organized as a vehicle to investigate
and, if such investigation warrants, acquire a target
company or business seeking the perceived advantages
of being a publicly held corporation. Our principal
business objective for the next 12 months and beyond
such time will be to achieve long-term growth potential
through a combination with a business rather than
immediate, short-
2
term earnings. We will not restrict our potential
candidate target companies to any specific business,
industry or geographical location and, thus, may
acquire any type of business.
The analysis of new business opportunities
will be undertaken by or under the supervision of
management. As of this date we have not entered into
any definitive agreement with any party, nor have
there been any specific discussions with any potential
business combination candidate regarding business
opportunities. We have unrestricted flexibility in
seeking, analyzing and participating in potential
business opportunities. In our efforts to analyze
potential acquisition targets, we will consider the
following kinds of factors:
(a) Potential for growth, indicated by new
technology, anticipated market expansion or
new products;
(b) Competitive position as compared to other
firms of similar size and experience within
the industry segment as well as within the
industry as a whole;
(c) Strength and diversity of management, either
in place or scheduled for recruitment;
(d) Capital requirements and anticipated
availability of required funds, to be provided
by us or from operations, through the sale of
additional securities, through joint ventures
or similar arrangements or from other
sources;
(e) The cost of participation by us as compared
to the perceived tangible and intangible
values and potentials;
(f) The extent to which the business opportunity
can be advanced;
(g) The accessibility of required management
expertise, personnel, raw materials, services,
professional assistance and other required
items; and
(h) Other relevant factors.
In applying the foregoing criteria, no one of
which will be controlling, management will attempt to
analyze all factors and circumstances and make a
determination based upon reasonable investigative
measures and available data. Potentially available
business opportunities may occur in many different
industries, and at various stages of development, all of
which will make the task of comparative investigation
and analysis of such business opportunities extremely
difficult and complex. Due to our limited capital
available for investigation, we may not discover or
adequately evaluate adverse facts about the
opportunity to be acquired. In addition, we will be
competing against other entities that possess greater
financial, technical and managerial capabilities for
identifying and completing business combinations. In
evaluating a prospective business combination, we will
conduct as extensive a due diligence review of
potential targets as possible given the lack of
information which may be available regarding private
companies, our limited personnel and financial
resources and the inexperience of our management
with respect to such activities. We expect that our due
diligence will encompass, among other things, meetings
with the target business?s incumbent management and
inspection of our facilities, as necessary, as well as a
review of financial and other information which is
made available to us. This due diligence review will be
conducted either by our management or by
unaffiliated third parties we may engage. Our limited
funds and the lack of full-time management will likely
make it impracticable to conduct a complete and
exhaustive investigation and analysis of a target
business before we consummate a business
combination. Management decisions, therefore, will
likely be made without detailed feasibility studies,
independent analysis, market surveys and the like
which, if we had more funds available to us, would be
desirable. We will be particularly dependent in making
decisions upon information provided by the promoters,
owners, sponsors or other associated with the target
business seeking our participation.
The time and costs required to select and
evaluate a target business and to structure and
complete a business combination cannot presently be
ascertained with any degree of certainty. Any costs
incurred with respect to the indemnification and
evaluation of a prospective business combination that
is not ultimately completed will result in a loss to us.
Additionally, we are in a highly competitive
market for a small number of business opportunities
which could reduce the likelihood of consummating a
successful business combination. We are, and will
continue to be, a participant in the business of seeking
mergers with, joint ventures with and acquisitions of
small private and public entities. A large number of
established and well-financed entities, including small
public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be
desirable target candidates for us. Nearly all these
entities have significantly greater financial resources,
technical expertise and managerial capabilities than we
do; consequently, we will be at a competitive
disadvantage in identifying possible business
opportunities and successfully completing a business
combination. These competitive factors may reduce
the likelihood of our identifying and consummating a
successful business combination.
3
Form of Acquisition
The manner in which we participates in an
opportunity will depend upon the nature of the
opportunity, the respective needs and desires of us and
the promoters of the opportunity, and the relative
negotiating strength of us and such promoters.
Management is intends on sourcing a viable
project through solicitation of various business
associates in North America, South East Asia and the
Caribbean. Management?s contacts in the mentioned
areas are primarily through personal relationships.
Management is in contact with business associates that
have access to various technologies that may be
suitable as a target company. Management will select
a target company which management believe will have
a specific niche market. As of to date, Management
has not received any commitments from these
contacts.
It is likely that we will acquire participation in
a business opportunity through the issuance of our
common stock, par value $.0001 per share (the
?Common Stock?) or other securities. Although the
terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the
criteria for determining whether or not an acquisition is
a so-called "tax free" reorganization under Section
368(a)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") depends upon whether the
owners of the acquired business own 80% or more of
the voting stock of the surviving entity. If a transaction
were structured to take advantage of these provisions
rather than other "tax free" provisions provided under
the Code, all prior stockholders would in such
circumstances retain 20% or less of the total issued and
outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating
strength of the parties, prior stockholders may retain
substantially less than 20% of the total issued and
outstanding shares of the surviving entity. This could
result in substantial additional dilution to the equity of
those who were stockholders prior to such
reorganization. We do not intend to supply disclosure
to shareholders concerning a target company prior to
the consummation of a business combination
transaction, unless required by applicable law or
regulation. In the event a proposed business
combination involves a change in majority of
directors, we will file and provide to shareholders a
Schedule 14F-1, which shall include, information
concerning the target company, as required. We will file
a current report on Form 8-K, as required, within four
business days of a business combination which results
in ceasing to be a shell company. This Form 8-K will
include complete disclosure of the target company,
including audited financial statements.
The present stockholder will likely not have
control of a majority of the voting securities following
a reorganization transaction. As part of such a
transaction, all or a majority of directors may resign
and one or more new directors may be appointed
without any vote by stockholders.
In the case of an acquisition, statutory merger
or consolidation, it will likely be necessary to call a
stockholders' meeting and obtain the approval of the
holders of a majority of the outstanding securities. The
necessity to obtain such stockholder approval may
result in delay and additional expense in the
consummation of any proposed transaction and will
also give rise to certain appraisal rights to dissenting
stockholders. Most likely, management will seek to
structure any such transaction so as to require
stockholder approval.
We intend to search for a target for a business
combination by contacting various sources including,
but not limited to lenders, investment banking firms,
private equity funds, consultants and attorneys. The
approximate number of persons or entities that will be
contacted is unknown and dependent on whether any
opportunities are presented by the sources that we
contact. It is anticipated that the investigation of
specific business opportunities and the negotiation,
drafting and execution of relevant agreements,
disclosure documents and other instruments will require
substantial management time and attention and
substantial cost for accountants, attorneys and others.
If a decision is made not to participate in a specific
business opportunity, the costs theretofore incurred in
the related investigation might not be recoverable.
Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the
failure to consummate that transaction may result in
the loss of costs incurred.
We presently have no employees apart from
our management. Our sole officer and director are
engaged in outside business activities and are
employed on a full-time basis by another entity. Our
sole officer and director anticipate that she will devote
very limited time to our business until the acquisition of
a successful business opportunity has been identified.
The specific amount of time that management will
devote may vary from week to week or even day to
day, and therefore the specific amount of time that
management will devote on a weekly basis cannot be
ascertained with any level of certainty. In all cases,
management intends to spend as much time as is
necessary to exercise its fiduciary duties as sole officer
and director.
We expect no significant changes in the
number of our employees other than such changes, if
any, incident to a business combination.
4
Item 1A. Risk Factors.
An investment in the Registrant is highly speculative
in nature and involves a high degree of risk.
Risks Related to our Business
There may be conflicts of interest between our
management and the non-management stockholders.
Conflicts of interest create the risk that
management may have an incentive to act adversely
to the interests of the stockholders. As of to date we
have one stockholder being our sole officer and
director. In the event that there are additional non-
management stockholders, a conflict of interest may
arise between our management's personal pecuniary
interest and its fiduciary duty to stockholders. In
addition, our management may be involved with other
blank check companies in the future and this conflicts
in the pursuit of business combinations with such other
blank check companies with which they and other
members of our management are, and may in the
future become, affiliated with may arise. If we and the
other blank check companies that our management is
affiliated with desire to take advantage of the same
opportunity, then those members of management that
are affiliated with both companies would abstain from
voting upon the opportunity. In the event of identical
officers and directors, members of management, such
individuals will arbitrarily determine the company that
will be entitled to proceed with the proposed
transaction. As of to date, management is not
involved in other blank check companies.
We have a limited operating history.
We have a limited operating history and no
revenues or earnings from operations since inception,
and there is a risk that we will be unable to continue as
a going concern and consummate a business
combination. We have no significant assets or
financial resources. We will, in all likelihood, sustain
operating expenses without corresponding revenues, at
least until the consummation of a merger or other
business combination with a private company. This
may result in our incurring a net operating loss that will
increase unless we consummate a business
combination with a profitable business. We cannot
assure you that we can identify a suitable business
opportunity and consummate a business combination,
or that any such business will be profitable at the time
of its acquisition.
We are likely to incur losses.
We expect that we will incur losses at least
until we complete a business combination and perhaps
after such combination as well. There can be no
assurances that we will ever be profitable.
We have been issued a going concern opinion from
our auditor.
Our auditors have issued a going concern
opinion for us since inception August 23, 2011. This
means that there is substantial doubt that we can
continue as an on-going business for the next twelve
months unless we obtain additional capital.
Management?s plan includes obtaining additional
funds by equity financing and/or related party
advances; however there is no assurance of additional
funding being available.
We face a number of risks associated with potential
acquisitions, including the possibility that we may
incur substantial debt which could adversely affect
our financial condition.
We intend to use reasonable efforts to
complete a merger or other business combination with
an operating business. Such combination will be
accompanied by risks commonly encountered in
acquisitions, including, but not limited to, difficulties in
integrating the operations, technologies, products and
personnel of the acquired companies and insufficient
revenues to offset increased expenses associated with
acquisitions. Failure to manage and successfully
integrate acquisitions we make could harm our
business, our strategy and our operating results in a
material way. Additionally, completing a business
combination is likely to increase our expenses and it is
possible that we may incur substantial debt in order to
complete a business combination, which can adversely
affect our financial condition. Incurring a substantial
amount of debt may require us to use a significant
portion of our cash flow to pay principal and interest
on the debt, which will reduce the amount available to
fund working capital, capital expenditures, and other
general purposes. Our indebtedness may negatively
impact our ability to operate our business and limit our
ability to borrow additional funds by increasing our
borrowing costs, and impact the terms, conditions, and
restrictions contained in possible future debt
agreements, including the addition of more restrictive
covenants; impact our flexibility in planning for and
reacting to changes in our business as covenants and
restrictions contained in possible future debt
arrangements may require that we meet certain
financial tests and place restrictions on the incurrence
of additional indebtedness and place us at a
disadvantage compared to similar companies in our
industry that have less debt.
5
There is competition for those private companies
suitable for a merger transaction of the type
contemplated by management.
We are in a highly competitive market for a
small number of business opportunities which could
reduce the likelihood of consummating a successful
business combination. We are and will continue to be
an insignificant participant in the business of seeking
mergers with, joint ventures with and acquisitions of
small private and public entities. A large number of
established and well-financed entities, including small
public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be
desirable target candidates for us. Nearly all these
entities have significantly greater financial resources,
technical expertise and managerial capabilities than we
do; consequently, we will be at a competitive
disadvantage in identifying possible business
opportunities and successfully completing a business
combination. These competitive factors may reduce
the likelihood of our identifying and consummating a
successful business combination.
There are relatively low barriers to becoming a
blank check company or shell company, thereby
increasing the competitive market for a small
number of business opportunities.
There are relatively low barriers to becoming a
blank check company or shell company. A newly
incorporated company with a single stockholder and
sole officer and director may become a blank check
company or shell company by voluntarily subjecting
itself to the SEC reporting requirements by filing and
seeking effectiveness of a Form 10, thereby registering
its common stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934 with the SEC.
Assuming no comments to the Form 10 have been
received from the SEC, the registration statement is
automatically deemed effective 60 days after filing the
Form 10 with the SEC. The relative ease and low cost
with which a company can become a blank check or
shell company can increase the already highly
competitive market for a limited number of businesses
that will consummate a successful business
combination.
Future success is highly dependent on the ability of
management to locate and attract a suitable
acquisition.
The nature of our operations is highly
speculative, and there is a consequent risk of loss of an
investment. The success of our plan of operation will
depend to a great extent on the operations, financial
condition and management of the identified business
opportunity. While management intends to seek
business combination(s) with entities having
established operating histories, we cannot provide any
assurance that we will be successful in locating
candidates meeting that criterion. In the event we
complete a business combination, the success of our
operations may be dependent upon management of
the successor firm or venture partner firm and
numerous other factors beyond our control.
Management has no prior experience in seeking out
business combinations. Management also has no
experience with blank check companies.
Management intends to devote only a limited amount
of time to seeking a target company which may
adversely impact our ability to identify a suitable
acquisition candidate.
While seeking a business combination,
management anticipates devoting very limited time to
our affairs. Our sole officer and director have not
entered into written employment agreements with us
and are not expected to do so in the foreseeable future.
This limited commitment may adversely impact our
ability to identify and consummate a successful
business combination.
There can be no assurance that we will successfully
consummate a business combination.
We can give no assurances that we will
successfully identify and evaluate suitable business
opportunities or that we will conclude a business
combination. Management has not identified any
particular industry or specific business within an
industry for evaluation. We cannot guarantee that we
will be able to negotiate a business combination on
favorable terms.
Our business is difficult to evaluate because we have
no operating history.
We have no operating history or revenue and
no assets, there is a risk that we will be unable to
continue as a going concern and consummate a
business combination. We have no recent operating
history nor any revenues or earnings from operations
since inception. We have no assets or significant
financial resources. We will, in all likelihood, sustain
operating expenses without corresponding revenues, at
least until the consummation of a business
combination. This may result in our incurring a net
operating loss that will increase continuously until we
can consummate a business combination with a
profitable business opportunity. We cannot assure you
that we can identify a suitable business opportunity
and consummate a business combination.
6
We are a shell company, and our future success is
highly dependent on the ability of management to
locate and attract a suitable acquisition.
We were incorporated in August 2011 and are
considered to be a shell company. The nature of our
operations is highly speculative, and there is a
consequent risk of loss of an investment. The success
of our plan of operation will depend to a great extent
on the operations, financial condition and
management of the identified business opportunity.
While management intends to seek business
combination(s) with entities having established
operating histories, we cannot provide any assurance
we will be successful in locating candidates meeting
that criterion. In the event we complete a business
combination, the success of our operations may be
dependent upon management of the successor firm or
venture partner firm and numerous other factors
beyond our control.
We have not identified a specific potential
acquisition target and there are no existing
agreements for a business combination or other
transaction.
We have no arrangement, agreement or
understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or
public entity. No assurances can be given that we will
successfully identify and evaluate suitable business
opportunities or that we will conclude a business
combination. Management has not identified any
particular industry or specific business within an
industry for evaluation. We cannot guarantee that we
will be able to negotiate a business combination on
favorable terms, and there is consequently a risk that
funds allocated to the purchase of our shares will not
be invested in a company with active business
operations. We have virtually unrestricted flexibility in
identifying and selecting a prospective acquisition
candidate. Although our management will endeavor to
evaluate the risks inherent in a particular target
business, we cannot assure that we will properly
ascertain or assess all significant risk factors.
Reporting requirements under the Exchange Act and
compliance with the Sarbanes-Oxley Act of 2002,
including establishing and maintaining acceptable
internal controls over financial reporting, are costly.
We have no business that produces revenues,
however, the rules and regulations pursuant to the
Exchange Act require a public company to provide
periodic reports which will require that we engage legal,
accounting and auditing services. The engagement of
such services can be costly and we are likely to incur
losses which may adversely affect our ability to
continue as a going concern. Additionally, the
Sarbanes-Oxley Act of 2002 will require that we
establish and maintain adequate internal controls and
procedures over financial reporting. The costs of
complying with the Sarbanes-Oxley Act of 2002 and
the limited time that management will devote to our
operations may make it difficult for us to establish and
maintain adequate internal controls over financial
reporting. In the event we fail to maintain an effective
system of internal controls or discover material
weaknesses in our internal controls, we may not be
able to produce reliable financial reports or report
fraud, which may harm our financial condition and
result in loss of investor confidence and a decline in our
share price.
The time and cost of preparing a private company to
become a public reporting company may preclude us
from entering into a merger or acquisition with the
most attractive private companies.
Target companies that fail to comply with
SEC reporting requirements may delay or preclude
acquisition. Sections 13 and 15(d) of the Exchange Act
require reporting companies to provide certain
information about significant acquisitions, including
certified financial statements for the company
acquired, covering one, two, or three years, depending
on the relative size of the acquisition. The time and
additional costs that may be incurred by some target
entities to prepare these statements may significantly
delay or essentially preclude consummation of an
acquisition. Otherwise suitable acquisition prospects
that do not have or are unable to obtain the required
audited statements may be inappropriate for
acquisition so long as the reporting requirements of the
Exchange Act are applicable.
We may be subject to further government regulation
which would adversely affect our operations.
Although we will be subject to the reporting
requirements under the Exchange Act, management
believes we will not be subject to regulation under the
Investment Registrant Act of 1940, as amended (the
?Investment Registrant Act?), since we will not be
engaged in the business of investing or trading in
securities. If we engage in business combinations which
result in our holding passive investment interests in a
number of entities, we could be subject to regulation
under the Investment Registrant Act. If so, we would
be required to register as an investment company and
could be expected to incur significant registration and
compliance costs. We have obtained no formal
determination from the SEC as to our status under the
Investment Registrant Act and, consequently, violation
of the Investment Registrant Act could subject us to
material adverse consequences.
Any potential acquisition or merger with a foreign
company may subject us to additional risks.
7
If we enter into a business combination with a
foreign company, we will be subject to risks inherent in
business operations outside of the United States. These
risks include, for example, currency fluctuations,
regulatory problems, punitive tariffs, unstable local tax
policies, trade embargoes, risks related to shipment of
raw materials and finished goods across national
borders and cultural and language differences. Foreign
economies may differ favorably or unfavorably from
the United States economy in growth of gross national
product, rate of inflation, market development, rate of
savings, and capital investment, resource self-
sufficiency and balance of payments positions, and in
other respects.
We may be subject to certain tax consequences in our
business, which may increase our cost of doing
business.
We may not be able to structure our
acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter
third parties from entering into certain business
combinations with us or result in being taxed on
consideration received in a transaction. Currently, a
transaction may be structured so as to result in tax-free
treatment to both companies, as prescribed by various
federal and state tax provisions. We intend to structure
any business combination so as to minimize the
federal and state tax consequences to both us and the
target entity; however, we cannot guarantee that the
business combination will meet the statutory
requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon
a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both
federal and state taxes that may have an adverse
effect on both parties to the transaction.
Our business may have no revenue unless and until
we merge with or acquire an operating business.
We are a shell company and have had no
revenue from operations. We may not realize any
revenue unless and until we successfully merge with or
acquire an operating business.
We have conducted no market research or
identification of business opportunities, which may
affect our ability to identify a business to merge with
or acquire.
We have not conducted market research
concerning prospective business opportunities, nor
have others made the results of such market research
available to us. Therefore, we have no assurances that
market demand exists for a merger or acquisition as
contemplated by us. Our management has not
identified any specific business combination or other
transactions for formal evaluation by us, such that it
may be expected that any such target business or
transaction will present such a level of risk that
conventional private or public offerings of securities or
conventional bank financing will not be available.
There is no assurance that we will be able to acquire a
business opportunity on terms favorable to us.
Decisions as to which business opportunity to
participate in will be unilaterally made by our
management.
Because we may seek to complete a business
combination through a ?reverse merger,? following
such a transaction we may not be able to attract the
attention of major brokerage firms.
Additional risks may exist since it is likely that
we will assist a privately held business to become
public through a ?reverse merger.? Securities analysts
of major brokerage firms may not provide coverage of
our Registrant since there is no incentive to brokerage
firms to recommend the purchase of our Common
Stock. No assurance can be given that brokerage firms
will want to conduct any secondary offerings on behalf
of our post-merger company in the future.
We cannot assure you that following a business
combination with an operating business, the
Common Stock will be listed on NASDAQ or any
other securities exchange.
Following a business combination, we may
seek the listing of the Common Stock on NASDAQ or
the NYSEAMEX. However, we cannot assure you that
following such a transaction, we will be able to meet
the initial listing standards of either of those or any
other stock exchange, or that we will be able to
maintain a listing of the Common Stock on either of
those or any other stock exchange. After completing a
business combination, until the Common Stock is listed
on the NASDAQ or another stock exchange, we expect
that the Common Stock would be eligible to trade on
the OTC Bulletin Board, another over-the-counter
quotation system, or on the ?pink sheets,? where
stockholders may find it more difficult to dispose of
shares or obtain accurate quotations as to the market
value of the Common Stock. In addition, we would be
subject to an SEC rule that, if it failed to meet the
criteria set forth in such rule, imposes various practice
requirements on broker-dealers who sell securities
governed by the rule to persons other than established
customers and accredited investors. Consequently,
such rule may deter broker-dealers from
recommending or selling the Common Stock, which
may further affect liquidity. This would also make it
more difficult for us to raise additional capital
following a business combination.
Risks Related to Stockholders and Shares of
Common Stock
8
Stockholders may have a minority interest following
a business combination.
If we enter into a business combination with a
company with a value in excess of the value and issue
shares of our Common Stock to the stockholders of
such company as consideration for merging with us,
stockholders will likely own less than 50% after the
business combination. The stockholders of the
acquired company would therefore be able to control
the election of our board of directors (the ?Board of
Directors?).
There is currently no trading market for our
Common Stock, and liquidity of shares of our
Common Stock is limited.
Shares of our Common Stock are not
registered under the securities laws of any state or other
jurisdiction, and accordingly there is no public trading
market for the Common Stock. Further, no public
trading market is expected to develop in the
foreseeable future unless and until we complete a
business combination with an operating business and
we thereafter files and obtains effectiveness of a
registration statement under the Securities Act of 1933,
as amended (the ?Securities Act?). Therefore,
outstanding shares of Common Stock cannot be
offered, sold, pledged or otherwise transferred unless
subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other
applicable federal or state securities laws or
regulations. Shares of Common Stock cannot be sold
under the exemption from registration provided by
Section 4(1) of the Securities Act in accordance with
the letter from Richard K. Wulff, Chief of the Office of
Small Business Policy of the Securities and Exchange
Commission?s Division of Corporation Finance, to Ken
Worm of NASD Regulation, dated January 21, 2000
(the ?Wulff Letter?). The Wulff Letter provides that
certain private transfers of the shares of common
stock issued by a blank check company may be
prohibited without registration under federal securities
laws. Further, stockholders may rely on the exemption
from registration provided by Rule 144 of the
Securities Act (?Rule 144?), subject to certain
restrictions, starting one year after (i) the completion of
a business combination with a private company in a
reverse merger or reverse takeover transaction after
which we would cease to be a ?shell company? (as
defined in Rule 12b-2 under the Exchange Act) and (ii)
the disclosure of certain information on a Current
Report on Form 8-K within four business days
thereafter, and only if we have been current in all of
our periodic SEC filings for the 12 months preceding
the contemplated sale of stock. Compliance with the
criteria for securing exemptions under federal securities
laws and the securities laws of the various states is
extremely complex, especially in respect of those
exemptions affording flexibility and the elimination of
trading restrictions in respect of securities received in
exempt transactions and subsequently disposed of
without registration under the Securities Act or state
securities laws.
It is likely that our Common Stock will be considered
?penny stock,? which may make it more difficult for
investors to sell their shares due to suitability
requirements.
Our common stock may be deemed to be
?penny stock? as that term is defined under the
Exchange Act. Penny stocks generally are equity
securities with a price of less than $5.00 (other than
securities registered on certain national securities
exchanges or quoted on the NASDAQ system,
provided that current price and volume information
with respect to transactions in such securities is
provided by the exchange or system). Penny stock
rules impose additional sales practice requirements on
broker-dealers who sell to persons other than
established customers and ?accredited investors.? The
term ?accredited investor? refers generally to
institutions with assets in excess of $5,000,000 or
individuals with a net worth in excess of $1,000,000 or
an annual income exceeding $200,000 or $300,000
jointly with their spouse.
The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized
disclosure document in a form prepared by the SEC,
which provides information about penny stocks and
the nature and level of risks in the penny stock market.
Moreover, broker/dealers are required to determine
whether an investment in a penny stock is a suitable
investment for a prospective investor. A broker/dealer
must receive a written agreement to the transaction
from the investor setting forth the identity and quantity
of the penny stock to be purchased. These
requirements may reduce the potential market for our
common stock by reducing the number of potential
investors. This may make it more difficult for investors
in our common stock to sell shares to third parties or to
otherwise dispose of them. This could cause our stock
price to decline.
There are issues impacting liquidity of our
securities with respect to the SEC?s review of a future
resale registration statement.
Since our shares of Common Stock issued
prior to a business combination or reverse merger
cannot currently, nor will they for a considerable period
of time after we complete a business combination, be
available to be offered, sold, pledged or otherwise
transferred without being registered pursuant to the
Securities Act, we will likely file a resale registration
statement on Form S-1, or some other available form,
to register for resale such shares of Common Stock.
We cannot control this future registration process in all
respects as some matters are outside our control. Even
if we are successful in causing the effectiveness of the
resale registration statement, there can be no
assurances that the occurrence of subsequent events
may not preclude our ability to maintain the
effectiveness of the registration statement. Any of the
foregoing items could have adverse effects on the
liquidity of our shares of Common Stock.
9
In addition, the SEC has recently disclosed
that it has developed internal informal guidelines
concerning the use of a resale registration statement to
register the securities issued to certain investors in
private investment in public equity (PIPE) transactions,
where the issuer has a market capitalization of less
than $75 million and, in general, does not qualify to
file a Registration Statement on Form S-3 to register
securities. The SEC has taken the position that these
smaller issuers may not be able to rely on Rule 415
under the Securities Act (?Rule 415?), which generally
permits the offer and sale of securities on a continued
or delayed basis over a period of time, but instead
would require that the issuer offer and sell such
securities in a direct or "primary" public offering, at a
fixed price, if the facts and circumstances are such that
the SEC believes the investors seeking to have their
shares registered are underwriters and/or affiliates of
the issuer.
It appears that the SEC in most cases will
permit a registration for resale of up to one third of the
total number of shares of common stock then
currently owned by persons who are not affiliates of
such issuer and, in some cases, a larger percentage
depending on the facts and circumstances. Staff
members also have indicated that an issuer in most
cases will have to wait until the later of six months
after effectiveness of the first registration or such time
as substantially all securities registered in the first
registration are sold before filing a subsequent
registration on behalf of the same investors. Since,
following a reverse merger or business combination, we
may have little or no tradable shares of Common
Stock, it is unclear as to how many, if any, shares of
Common Stock the SEC will permit us to register for
resale, but SEC staff members have indicated a
willingness to consider a higher percentage in
connection with registrations following reverse mergers
with shell companies. The SEC may require as a
condition to the declaration of effectiveness of a resale
registration statement that we reduce or ?cut back? the
number of shares of Common Stock to be registered in
such registration statement. The result of the
foregoing is that a stockholder?s liquidity in our
Common Stock may be adversely affected in the
event the SEC requires a cut back of the securities as a
condition to allow us to rely on Rule 415 with respect
to a resale registration statement, or, if the SEC requires
us to file a primary registration statement.
We are controlled by our management.
Our management currently beneficially owns
and votes 100% of all the issued and outstanding
Common Stock. Consequently, management has the
ability to influence control of the operations and,
acting together, will have the ability to influence or
control substantially all matters submitted to
stockholders for approval, including:
*??????????
Election of our board of directors (the
?Board of Directors?);
*???
Removal of directors;
*?
Amendment to the Registrant?s
certificate of incorporation or bylaws;
and
*?
Adoption of measures that could delay
or prevent a change in control or
impede a merger, takeover or other
business combination.
This stockholder has complete control over
our affairs. Accordingly, this concentration of
ownership by itself may have the effect of impeding a
merger, consolidation, takeover or other business
consolidation, or discouraging a potential acquirer
from making a tender offer for the Common Stock.
We have never paid dividends on our Common
Stock.
We have never paid dividends on our
Common Stock and do not presently intend to pay
any dividends in the foreseeable future. We anticipate
that any funds available for payment of dividends will
be re-invested to further our business strategy.
We expect to issue more shares in a merger or
acquisition, which will result in substantial dilution.
Our Certificate of Incorporation authorizes
the issuance of a maximum of 1,000,000,000 shares
of Common Stock, par value $0.0001 per share. Any
merger or acquisition effected by us may result in the
issuance of additional securities without stockholder
approval and may result in substantial dilution in the
percentage of our Common Stock held by our then
existing stockholders. Moreover, the Common Stock
issued in any such merger or acquisition transaction
may be valued on an arbitrary or non-arm?s-length
basis by our management, resulting in an additional
reduction in the percentage of Common Stock held by
our then existing stockholders. Our Board of Directors
has the power to issue any or all of such authorized but
unissued shares without stockholder approval. To the
extent that additional shares of Common Stock are
issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders
will occur and the rights of the holders of Common
Stock might be materially adversely affected.
Stockholders may engage in a transaction to cause
the repurchase of shares of Common Stock.
10
In order to provide an interest to third parties,
stockholders may choose to cause us to sell securities
to one or more third parties, with the proceeds of such
sale(s) being utilized by us to repurchase shares of
Common Stock held. As a result of such transaction(s),
our management, stockholder(s) and Board of
Directors may change.
Item 2. Financial Information.
Management?s Discussion and Analysis of Financial
Condition and Results of Operation.
We were organized as a vehicle to investigate
and, if such investigation warrants, acquire a target
company or business seeking the perceived advantages
of being a publicly held corporation. Our principal
business objective for the next 12 months and beyond
such time will be to achieve long-term growth potential
through a combination with a business rather than
immediate, short-term earnings. We will not restrict our
potential candidate target companies to any specific
business, industry or geographical location and, thus,
may acquire any type of business.
Our ability to continue as a going concern is
also dependent on our ability to find a suitable target
company and enter into a possible reverse merger with
such company. Management?s plan includes
obtaining additional funds by equity financing and/or
related party advances; however there is no assurance
of additional funding being available.
We do not currently engage in any business
activities that provide cash flow. The costs of
investigating and analyzing business combinations for
the next 12 months and beyond such time will be paid
with funds to be loaned to or invested in us by
stockholders, management or other investors.
During the next 12 months we anticipate
incurring costs related to:
(i)
filing of Exchange Act reports, and
(ii)
investigating, analyzing and consummating an
acquisition.
We believe we will be able to meet these costs
through use of funds to be loaned by or invested in us
by stockholders, management or other investors. We
estimate that the costs to file Exchange Act reports for
the next 12 months will be approximately $ 15,000 to
$ 20,000. We have a firm commitment from our
President to fund our working capital needs for the
next 12 months. We expect to incur legal fees upon
consummating an acquisition however such costs
cannot be estimated at this time.
Our ability to continue as a going concern is
dependent upon our ability to generate future
profitable operations and/or to obtain the necessary
financing to meet our obligations and repay our
liabilities arising from normal business operations when
they come due. Our ability to continue as a going
concern is also dependent on our ability to find a
suitable target company and enter into a possible
reverse merger with such company. Management?s
plan includes obtaining additional funds by equity
financing and further stockholder advances as needed;
however there is no assurance of additional funding
being available.
As of the date of the period covered by this
report, we have no working capital and have not
earned any revenues from operations to date. These
conditions raise substantial doubt about our ability to
continue as a going concern. We are currently devoting
our efforts to locating merger candidates. Our ability
to continue as a going concern is dependent upon our
ability to develop additional sources of capital, locate
and complete a merger with another company, and
ultimately, achieve profitable operations.
We may consider a business which has
recently commenced operations, is a developing
company in need of additional funds for expansion
into new products or markets, is seeking to develop a
new product or service, or is an established business
which may be experiencing financial or operating
difficulties and is in need of additional capital. In the
alternative, a business combination may involve the
acquisition of, or merger with, a company which does
not need substantial additional capital, but which
desires to establish a public trading market for shares,
while avoiding, among other things, the time delays,
significant expense, and loss of voting control which
may occur in a public offering.
Our sole officer and director have not had any
preliminary contact or discussions with any
representative of any other entity regarding a business
combination with us. Any target business that is
selected may be a financially unstable company or an
entity in its early stages of development or growth,
including entities without established records of sales or
earnings. In that event, we will be subject to numerous
risks inherent in the business and operations of
financially unstable and early stage or potential
emerging growth companies. In addition, we may
effect a business combination with an entity in an
industry characterized by a high level of risk, and,
although our management will endeavor to evaluate
the risks inherent in a particular target business, there
can be no assurance that we will properly ascertain or
assess all significant risks.
11
Our management anticipates that it will likely
be able to effect only one business combination, due
primarily to our limited financing and the dilution of
interest for present and prospective stockholders, which
is likely to occur as a result of our management?s plan
to offer a controlling interest to a target business in
order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk
in investing in us, because it will not permit us to offset
potential losses from one venture against gains from
another.
We anticipate that the selection of a business
combination will be complex and extremely risky.
Because of general economic conditions, rapid
technological advances being made in some industries
and shortages of available capital, our management
believes that there are numerous firms seeking even the
limited additional capital which we will have and/or the
perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a
publicly traded corporation include, among other
things, facilitating or improving the terms on which
additional equity financing may be obtained, providing
liquidity for the principals of and investors in a
business, creating a means for providing incentive
stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions,
joint ventures and the like through the issuance of
stock. Potentially available business combinations
may occur in many different industries and at various
stages of development, all of which will make the task
of comparative investigation and analysis of such
business opportunities extremely difficult and
complex.
We do not currently intend to retain any entity
to act as a ?finder? to identify and analyze the merits
of potential target businesses.
Off-Balance Sheet Arrangements
We have not entered into any off-balance
sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial
condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital
expenditures or capital resources and would be
considered material to investors.
Item 3. Properties.
We neither rent nor own any properties. Our
principal place of business is located at 8170 214th
Ave, Bristol, Wisconsin, 53104. We utilize the office
space at a monthly rate of approximately $0.00 per
month. Our resident agent is James Walter (8170 214th
Ave, Bristol, WI, Telephone No. 262-620-1892). We
have no policy with respect to investments or interests
in real estate, real estate mortgages or securities of, or
interests in, persons primarily engaged in real estate
activities.
Item 4. Security Ownership of Certain Beneficial
Owners and Management.
The following table sets forth, as of
September 16, 2011, the number of shares of
Common Stock and Preferred Stock owned of record
and beneficially by our sole executive officer, director
and person who beneficially own more than 5% of the
outstanding shares of Common Stock.
Name and Address
Amount and
Nature of
Beneficial
Ownership
Percentag
e
of Class
James Walter
8170 214th Ave, Bristol,
WI 53104
25,010,000
Common Stock
100%
All Directors and
Officers as a Group
(1 individual)
25,010,000
Common Stock
100%
Item 5. Directors and Executive Officers.
(a) Identification of Directors and Executive Officers.
Our sole officer and director and additional
information are as follows:
Name
Age
Term
Position
James
Walter
55
1 year (August
23, 2011 ?
August 23, 2012)
President and
Secretary,
Treasurer and
Director
12
Mr. Walter was appointed our sole officer and director
effective August 23, 2011 and will be responsible for
all areas of operations and will be actively a suitable
target company and enter into a possible reverse
merger with such company.
Mr. James Walter has over 20 years? experience in the
Real Estate Industry.
(b) Significant Employees.
None.
(c) Family Relationships.
None.
(d) Involvement in Certain Legal Proceedings.
There have been no events under any
bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to
the evaluation of the ability and integrity of any
director, executive officer, promoter or control person
of the Registrant during the past ten years.
(e) Prior Blank Check Registrant Experience.
None.
Item 6. Executive Compensation.
The following table sets forth the cash and
other compensation paid to our sole officer and
director during our inception August,23,2011 and
through the date of this filing.
Name and
Position
Year
Salar
y
Option
Awards
All other
Compensatio
n
Total
James
Walter,
President
Secretary,
Treasurer
and Director
201
1
None
None
$ 2,501
None
Other Compensation:
On August 23, 2011, we issued an aggregate
of 25,010,000 shares of Common Stock to James
Walter for an aggregate price equal to $2,501, pursuant
to the terms and conditions set forth in that certain
common stock purchase agreement (the ?Common
Stock Purchase Agreement?).
The above noted shares were issued to
compensate James Walter for expenses paid on behalf
of us totaling $2,501 and consist of incorporation
costs, resident agent costs and a fee for preparing the
necessary documentation as required for this
Registration Statement.
The following compensation discussion
addresses all compensation awarded to, earned by, or
paid to our sole officer and director. Our sole officer
and director have not received any cash or other
remuneration since inception. They will not receive any
remuneration until the consummation of an
acquisition. No remuneration of any nature has been
paid for on account of services rendered by a director
in such capacity. Our sole officer and director intend to
devote very limited time to our affairs.
No retirement, pension, profit sharing, stock
option or insurance programs or other similar programs
have been adopted by us for the benefit of employees.
13
There are no understandings or agreements
regarding compensation our management will receive
after a business combination that is required to be
disclosed.
We do not have a standing compensation
committee or a committee performing similar
functions, since the Board of Directors has determined
not to compensate our sole officer and director until
such time we complete a reverse merger or business
combination.
Item 7. Certain Relationships and Related
Transactions, and Director Independence.
Certain Relationships and Related Transactions
On August 23, 2011, we issued an aggregate
of 25,010,000 shares of Common Stock to James
Walter for an aggregate price equal to $2,501, pursuant
to the terms and conditions set forth in that certain
common stock purchase agreement (the ?Common
Stock Purchase Agreement?). The shares owned by
James Walter represent all of the issued and
outstanding shares of capital stock. We sold these
shares of Common Stock under the exemption from
registration provided by Regulation S. A form of the
Common Stock Purchase Agreement is attached
hereto as Exhibits 10.1.
Director Independence
Our Common Stock is not quoted or listed on
any national exchange or interdealer quotation system
with a requirement that a majority of our board of
directors be independent and therefore, we are not
subject to any director independence requirements.
Under NASDAQ Rule 5605(a)(2)(A), a director is not
considered to be independent if he or she also is an
executive officer or employee of the corporation.
Under such definition James Walter our sole director
would not be considered independent as he serves an
as officer.
Except as otherwise indicated herein, there
have been no other related party transactions, or any
other transactions or relationships required to be
disclosed pursuant to Item 404 and Item 407(a) of
Regulation S-K.
Item 8. Legal Proceedings.
There are presently no material pending legal
proceedings to which any executive officer, any owner
of record or beneficially of more than five percent of
any class of voting securities is a party or as to which
any of its property is subject, and no such proceedings
are known to us to be threatened or contemplated
against.
Item 9. Market Price of and Dividends on the
Registrant?s Common Equity and Related
Stockholder Matters.
(a) Market Information.
Our Common Stock is not trading on any
stock exchange. We are not aware of any market
activity in our Common Stock since our inception
through the date of this filing.
(b) Holders.
As of September 16, 2011, there was one
record holder of an aggregate of 25,010,000 shares of
the Common Stock issued and outstanding.
(c) Dividends.
We have not paid any cash dividends to date
and does not anticipate or contemplate paying
dividends in the foreseeable future. It is the present
intention of management to utilize all available funds
for the development of our business.
(d) Securities Authorized for Issuance under Equity
Compensation Plans.
None.
Item 10. Recent Sales of Unregistered Securities.
14
On August 23, 2011 we issued an aggregate of
25,010,000 shares of Common Stock to James Walter
for an aggregate purchase price equal to $2,501,
pursuant to the terms and conditions set forth in that
certain common stock purchase agreement (the
?Common Stock Purchase Agreement?), We issued
these shares of Common Stock under the exemption
from registration provided by Regulation S. A form of
the Common Stock Purchase Agreement is attached
hereto as Exhibits 10.1.
No securities have been issued for services.
Neither the Registrant nor any person acting on its
behalf offered or sold the securities by means of any
form of general solicitation or general advertising. No
services were performed by any purchaser as
consideration for the shares issued.
Item 11. Description of Registrant?s Securities to be
Registered.
(a) Capital Stock.
We are authorized by our Certificate of
Incorporation to issue an aggregate of 200,000,000
shares of capital stock. As of September 16, 2011,
25,010,000 shares of Common Stock were issued and
outstanding.
Common Stock
All outstanding shares of Common Stock are
of the same class and have equal rights and attributes.
The holders of Common Stock are entitled to one vote
per share on all matters submitted to a vote of
stockholders. All stockholders are entitled to share
equally in dividends, if any, as may be declared from
time to time by the Board of Directors out of funds
legally available. In the event of liquidation, the
holders of Common Stock are entitled to share ratably
in all assets remaining after payment of all liabilities.
The stockholders do not have cumulative or
preemptive rights.
The description of certain matters relating to
the securities of the Registrant is a summary and is
qualified in its entirety by the provisions of the
Registrant's Certificate of Incorporation and By-Laws,
copies of which have been filed as exhibits to this Form
10.
(b) Debt Securities.
None.
(c) Warrants and Rights.
None.
(d) Other Securities to Be Registered.
None.
Item 12. Indemnification of Directors and Officers.
Our Articles of Incorporation provide for the
indemnification of our directors, officers, employees
and agents to the fullest extent permitted by the laws
of the State of Wisconsin. Section 78.7502 of the
Wisconsin Revised Statutes permits a corporation to
indemnify any of its directors, officers, employees or
agents against expenses actually and reasonably
incurred by such person in connection with any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (except for an action by or in right of the
corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the
corporation, provided that it is determined that such
person acted in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
Section 78.751 of the Wisconsin Revised
Statutes requires that the determination that
indemnification is proper in a specific case must be
made by: (a) the stockholders, (b) the board of
directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or
proceeding or (c) independent legal counsel in a written
opinion (i) if a majority vote of a quorum consisting of
disinterested directors is not possible or (ii) if such an
opinion is requested by a quorum consisting of
disinterested directors.
Article V of our By-laws provides that:
15
Except as may be hereinabove stated
otherwise, the Corporation shall indemnify all of its
officers and directors, past, present and future, against
any and all expenses incurred by them and each of
them including but not limited to legal fees, judgment
and penalties which may be incurred, rendered or
levied in any legal action brought against any or all of
them for or on account of any act or omission alleged
to have been committed while acting within the scope
of their duties as officers or directors of this
Corporation.
Any amendment to or repeal of our Articles of
Incorporation or by-laws shall not adversely affect any
right or protection of any of our directors or officers for
or with respect to any acts or omissions of such director
or officer occurring prior to such amendment or repeal.
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 Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.
16
Item 13. Financial Statements and Supplementary
Data.
We set forth below a list of our audited
financial statements included in this Registration
Statement on Form 10.
September 16, 2011
Statement
Page
Report of Independent Registered Public
Accounting Firm
F-1
Balance Sheet
F-2
Statement of Operations
F-3
Statement of Changes in Stockholder?s Equity
F-4
Statement of Cash Flows
F-5
Notes to Financial Statements
F-6
17
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of GloBus
Holding Corp
We have audited the accompanying balance sheet of
GloBus Holding Corp as of September 16, 2011, and
the related statements of income, changes in
stockholders? equity, and cash flows for then ended.
These financial statements are the responsibility of the
Company?s management. Our responsibility is to
express an opinion on these financial statements based
on our audits.
We conducted the audits in accordance with the
standards of the Public Company Accounting
Oversight Board (United States). Those standards
require that we plan and perform the audits 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 audits included consideration
of internal control over financial reporting as a basis
for designing audit procedures that are appropriate
under the circumstances, but not for the purpose of
expressing an opinion of the effectiveness of the
Company?s internal control over financial reporting.
Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the
accounting principles used and significant estimates
made by management, as well as evaluating the
overall financial statement presentation. We believe
that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial positions of GloBus Holding Corp as of
September 16, 2011, and the results of its operations
and cash flows for year then ended in conformity with
U.S. generally accepted accounting principles.
The accompanying financial statements have been
prepared assuming that the Company will continue as
a going concern. As shown in the accompanying
financial statements, at September 16, 2011, the
Company had a loss of $ 2,501 during the current year
and has no assets or stockholders? equity. These
factors raise substantial doubt about the ability of the
Company to continue as a going concern. The
financial statements do not include any adjustments
relating to the recoverability and classification of
recorded asset amounts or the amounts or
classification of liabilities that might be necessary
should the Company be unable to continue in
operation.
/s/ M&KCPAS, PLLC
www.mkacpas.com
Houston, Texas
September 16, 2011
-F1-
18
GLOBUS HOLDING CORP
BALANCE SHEET
September 16, 2011
ASSETS
Total Assets
$
-
LIABILITIES AND SHAREHOLDERS?
DEFICIT
Total liabilities
-
Shareholders? Deficit:
Common shares ? authorized,
1,000,000,000 shares of $.0001 par
value; issued and outstanding,
25,010,000 shares
2,501
Capital in excess of par value
-
Deficit accumulated
(2,501)
Total shareholders? deficit
-
Total Liabilities and Shareholders?
Deficit
$
-
These accompanying notes are an integral part of these financial
statements.
-F2-
19
GLOBUS HOLDING CORP
STATEMENT OF OPERATIONS
For the Period Ended September 16, 2011
Revenue
$
-
Expenses:
2,501
Net loss
$
(2,501)
Loss Per Share -
Basic and Diluted
$
-
Weighted average number of
common shares outstanding
1,241,370
These accompanying notes are an integral part of
these financial statements.
-F3-
20
GLOBUS HOLDING CORP
STATEMENT OF CHANGES IN
STOCKHOLDERS? EQUITY
FOR THE PERIOD AUGUST 23, 2011 TO
September 30, 2011
Common
Shares
Capital
in
Excess
of Par
Value
Deficit
Accum
ulated
During
Develo
pment
Stage
Total
Share
s
Amou
nt
Bala
nce
Aug
ust
1,
2010
-
$
-
$
-
$
-
$
-
Shar
es
issue
d for
servi
ces
25,01
0,000
2,501
-
-
2,501
Net
loss
for
perio
d
-
-
-
(2,501)
(2,501
)
Bala
nce
July
31,
2011
25,01
0,000
$
2,501
-
$
(2,501)
$
-
These accompanying notes are an integral part of
these financial statements.
-F4-
21
GLOBUS HOLDING CORP
STATEMENT OF CASH FLOWS
For the Period Ended July 31, 2011
CASH FLOWS FROM OPERATIONS:
Net loss
$
(2,501
)
Adjustments required to reconcile net loss
to net cash consumed by operations:
-
Charges not requiring outlay of cash:
Shares issued for organization expenses
2,501
Net Cash Consumed by Operating
Activities
-
Net decrease (increase) in cash
-
Cash balance, beginning of period
-
Cash balance, end of period
$
-
These accompanying notes are an integral part of these financial
statements.
-F5-
22
GLOBUS HOLDING CORP
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2011
Note 1 ? Nature of Operations
GloBus Holding Corp (the ?Company?) was
incorporated in Wisconsin on August 23, 2011, with an
objective to acquire, or merge with, an operating
business. As of September 30, 2011, the Company
had not yet commenced any operations.
The Company, based on proposed business activities,
is a ?blank check? company. The Securities and
Exchange Commission (?SEC?) defines such a
company that has no specific business plan or purpose,
or has indicated that its business plan is to engage in a
merger or acquisition with an unidentified company or
companies, or other entity or person; has issued ?penny
stock,? as defined in Rule 3a51-1 under the Securities
Exchange Act of 1934. Many states have enacted
statutes, rules and regulations limiting the sale of
securities of ?blank check? companies in their
respective jurisdictions. Management does not intend
to undertake any efforts to cause a market to develop
in its securities, either debt or equity, until the
Company concludes a business combination.
The Company was organized as a vehicle to
investigate and, if such investigation warrants, acquire
a target company or business seeking the perceived
advantages of being a publicly held corporation and,
to a lesser extent that desires to employ the
Company?s funds in its business. The Company?s
principal business objective for the next 12 months
and beyond such time will be to achieve long-term
growth potential through a combination with a
business (?Business Combination?) rather than
immediate, short-term earnings. The Company will not
restrict its potential candidate target companies to any
specific business, industry or geographical location
and, thus, may acquire any type of business. The
analysis of new business opportunities will be
undertaken by or under the supervision of the officers
and directors of the Company.
Note 2 ? Summary of Significant Accounting
Policies
Basis of presentation
The Company?s financial statements have been
prepared in accordance with accounting principles
generally accepted in the United States of America
(?U.S. GAAP?).
-F6-
23
GLOBUS HOLDING CORP
NOTES TO FINANCIAL STATEMENTS
September 30, 2011
Note 2 ? Summary of Significant Accounting
Policies, continued
Use of estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the
United States requires management to make estimates
and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements as
well as the reported amount of revenues and expenses
during the reporting period. Actual results could differ
from these estimates.
Due to the limited level of operations, the Company
has not had to make material assumptions or
estimates.
Cash equivalents
The Company considers all highly liquid investments
with original maturities of three months or less at the
time of purchase to be cash equivalents.
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the
Accounting Standards Codification of the Financial
Accounting Standards Board for disclosures about fair
value of its financial instruments and paragraph 820-
10-35-37 of the FASB Accounting Standards
Codification to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 establishes a
framework for measuring fair value and expands
disclosures about fair value measurements. To
increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-
10-35-37 establishes a fair value hierarchy which
prioritizes the inputs to valuation techniques used to
measure fair value into three (3) broad levels. The fair
value hierarchy gives the highest priority to quoted
prices (unadjusted) in active markets for identical
assets or liabilities and the lowest priority to
unobservable inputs to the valuation methodology.
The three (3) levels of fair value hierarchy defined by
Paragraph 820-10-35-37 are described below:
Level 1
Quoted market prices available in active markets for
identical assets or liabilities as of the reporting date.
Level 2
Pricing inputs other than quoted prices in active
markets included in Level 1, which are either directly or
indirectly observable as of the reporting date.
Level 3
Pricing inputs that are generally unobservable inputs
and not corroborated by market data.
The Company does not have any assets or liabilities
measured at fair value on a recurring or a non-recurring
basis; consequently, the Company did not have any
fair value adjustments for assets and liabilities
measured at fair value at September 30, 2011, nor
gains or losses reported in the statement of operations
that are attributable to the change in unrealized gains
or losses relating to those assets and liabilities still held
at the reporting date or for the Period Ended September
30, 2011.
-F7-
24
GLOBUS HOLDING CORP
NOTES TO FINANCIAL STATEMENTS
September 30 , 2011
Note 2 ? Summary of Significant Accounting
Policies, continued
Income taxes
The Company follows Section 740-10-30 of the FASB
Accounting Standards Codification, which requires
recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have
been included in the financial statements or tax
returns. Under this method, deferred tax assets and
liabilities are based on the differences between the
financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation
allowance to the extent management concludes it is
more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are
expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax
rates is recognized in the Statements of Operations in
the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB
Accounting Standards Codification ("Section 740-10-
25"). Section 740-10-25 addresses the determination
of whether tax benefits claimed or expected to be
claimed on a tax return should be recorded in the
financial statements. Under Section 740-10-25, the
Company may recognize the tax benefit from an
uncertain tax position only if it is more likely than not
that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits
of the position. The tax benefits recognized in the
financial statements from such a position should be
measured based on the largest benefit that has a
greater than fifty percent (50%) likelihood of being
realized upon ultimate settlement. Section 740-10-25
also provides guidance on de-recognition,
classification, interest and penalties on income taxes,
accounting in interim periods and requires increased
disclosures. The Company had no liabilities for
unrecognized income tax benefits according to the
provisions of Section 740-10-25.
Net loss per common share
Net loss per common share is computed pursuant to
section 260-10-45 of the FASB Accounting Standards
Codification. Basic net loss per share is computed by
dividing net loss by the weighted average number of
shares of common stock outstanding during the
period. Diluted net loss per share is computed by
dividing net loss by the weighted average number of
shares of common stock and potentially outstanding
shares of common stock during each period.
Recently issued accounting standards
Management does not believe that any recently issued
accounting pronouncements, whether effective or not
if adopted, would have a material effect on the
accompanying financial statements.
Note 3 - Related Party Transaction
The Company neither rents nor owns any properties.
The Company utilizes the office space and equipment
of its resident agent at no charge. Management
estimates such amounts to be immaterial.
On August 23, 2011, the Company issued an aggregate
of 25,010,000 shares of Common Stock to James
Walter, the Company?s President for an aggregate
purchase price equal to $2,501, pursuant to the terms
and conditions set forth in that certain common stock
purchase agreement (the ?Common Stock Purchase
Agreement?).
-F8-
25
GLOBUS HOLDING CORP
NOTES TO FINANCIAL STATEMENTS
September 30, 2011
Note 4 ? Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as
a going concern. As reflected in the accompanying
financial statements, the Company has had no
revenues and no operations since inception. Those
conditions raise substantial doubt about the
Company?s ability to continue as a going concern.
While the Company is attempting to commence
operations and generate revenues, the Company may
not have sufficient capital or access to capital to pay
for costs and expenses that it will incur. Management
intends to raise additional funds by way of a public or
private offering. There can be no assurance that the
Company will be able to raise additional funds. The
ability of the Company to continue as a going concern
is dependent upon the Company's ability to raise
additional funds and to implement its business plan.
The financial statements do not include any
adjustments that might be necessary if the Company is
unable to continue as a going concern.
-F9-
26
Item 14. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure.
There are not and have not been any
disagreements between the Registrant and its
accountants on any matter of accounting principles,
practices or financial statement disclosure.
Item 15. Financial Statements and Exhibits.
Exhibits.
Exhibit
Number Description
3.1 Certificate of Incorporation
3.2 By-Laws
10.1 Stock Purchase Agreement
27
SIGNATURES
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the registrant has
duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly
authorized.
Date: September 30, 2011
GloBus Holding Corp
By
:
/s/ James Walter
James Walter
President
Principal Executive
Officer
Principal Financial
Officer
28