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.
Employerincorporation 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 whichto 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 AddressAmount and Nature of Beneficial
OwnershipPercentage
of ClassJames Walter
8170 214th Ave, Bristol, WI 5310425,010,000 Common Stock100%
All Directors and Officers as a Group
(1 individual)25,010,000 Common Stock100%
Item 5. Directors and Executive Officers.
(a) Identification of Directors and Executive Officers.
Our sole officer and director and additional information are
as follows:
NameAgeTermPositionJames Walter551 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 Salary Option Awards All other
Compensation Total James Walter, President Secretary,
Treasurer and Director 2011None None $ 2,501None
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
StatementPage
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
$.0001 par value; issued and outstanding, 25,010,000 shares
2,501Capital in excess of par value-Deficit
accumulated(2,501)Total shareholders? deficit- Total
Liabilities and Shareholders? Deficit$ -
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:2,501Net
loss$ (2,501) Loss Per Share - Basic
and Diluted$ - Weighted average
number of common shares outstanding1,241,370
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
ValueDeficit Accumulated During Development
StageTotalSharesAmountBalance August 1, 2010-
$ -$ -
$ -$ - Shares
issued for services 25,010,0002,501--2,501 Net loss for
period---(2,501)(2,501) Balance July 31,
201125,010,000$ 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 expenses2,501 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-
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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-
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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, 2011GloBus Holding Corp By: /s/
James Walter James Walter President Principal
Executive Officer Principal Financial Officer
28