Registration
No. ________________
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
S-1
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
EASTERN
WORLD SOLUTIONS INC.
(Name of
small business issuer in its charter)
|
Nevada
|
5700
|
|
(State
or Other Jurisdiction of Organization)
|
(Primary
Standard Industrial Classification
Code)
|
_________________
|
Level
39, One Exchange Square
|
National
Registered Agents Inc. of NV
|
|
8
Connaught Place
|
1000
East Williams Street, Suite 204
|
|
Central,
Hong Kong
|
Carson
City, Nevada 89701
|
|
011
852 3101 7428
|
800-550-6724
|
|
(Address
and telephone number of registrant's
|
(Name,
address and telephone
|
|
executive
office)
|
number
of agent for service)
|
_________________
Copies
to:
The
Law Office of Conrad C. Lysiak, P.S.
601
West First Avenue, Suite 903
Spokane,
Washington 99201
509-624-1475
APPROXIMATE DATE OF COMMENCEMENT OF
PROPOSED SALE TO THE PUBLIC:
If any of
the securities being registered on the Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box:
[X]
If this
Form is filed to register additional common stock for an offering under Rule
462(b) of the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this
Form is a post-effective amendment filed under Rule 462(c) of the Securities
Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
If this
Form is a post-effective amendment filed under Rule 462(d) of the Securities
Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated 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
|
[X]
|
|
|
(Do
not check if a smaller reporting company)
|
|
|
CALCULATION
OF REGISTRATION FEE
|
Securities
to be
|
Amount
To Be
|
Offering
Price Per
|
Aggregate
|
Registration
Fee
|
|
Registered
|
Registered
|
Share
|
Offering
Price
|
[1]
|
|
|
|
|
|
|
|
|
|
|
Common
Stock:
|
3,000,000
|
$
|
0.05
|
$
|
150,000
|
$
|
10.70
|
[1] Estimated
solely for purposes of calculating the registration fee under Rule
457.
REGISTRANT
HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY
ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR
UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE
COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.
Prospectus
EASTERN
WORLD SOLUTIONS INC.
Shares
of Common Stock
1,500,000
minimum - 3,000,000 Maximum
Before this offering, there has been no
public market for the common stock and after this offering there will be no
public market for the common stock.
This offering will begin on the
effective date of this registration statement. That date is set forth
below as “The date of this prospectus is____________” and will terminate 270
days later on
_________________,
2010, or on the date the maximum number of shares are sold, which ever date is
earlier.
We are offering up to a total of
3,000,000 shares of common stock in a direct public offering, without any
involvement of underwriters or broker-dealers, 1,500,000 shares minimum,
3,000,000 shares maximum. The offering price is $0.05 per
share. Funds from this offering will be placed in a separate bank
account at JPMorgan Chase Bank, Tulsa, Oklahoma. Its telephone number
is (918) 293-4350. There is no escrow, trust or similar account in
which your subscription will be deposited. The bank account is merely
a separate interest bearing savings account under our control where we have
segregated your funds. As a result, creditors could attach the
funds. Only Bradley Miller, our sole officer and director will have
access to the account. You will not have the right to withdraw your funds during
the offering. You will only receive your funds back if we do not raise the
minimum amount of the offering within 270 days. The funds will be
maintained in the separate bank until we receive a minimum of $75,000 at which
time we will remove those funds and use the same as set forth in the Use of
Proceeds section of this prospectus. In the event that 1,500,000
shares are not sold within 270 days, all money received by us will be promptly,
returned to you without interest and without deduction of any
kind. We will return your funds to you in the form a cashier’s check
sent Federal Express on the 271
st
day. Sold securities are deemed securities which have been paid for
with collected funds prior to expiration of 270 days. Collected funds
are deemed funds that have been paid by the drawee bank. JPMorgan
Chase Bank, Tulsa, Oklahoma, will determine if the securities have been paid for
with collected funds prior to the expiration of 270 days from the date of this
prospectus.
There is no minimum purchase
requirement for each investor.
Our common stock will be sold by
Bradley Miller, our sole officer and director.
Investing in our common stock involves
risks. See “Risk Factors” starting at page 7.
|
|
Offering
Price
|
Expenses
|
Proceeds
to Us
|
|
|
|
|
|
|
|
|
|
|
|
Per
Share – Minimum
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$
|
0.05
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$
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0.02
|
|
$
|
0.03
|
|
Per
Share – Maximum
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$
|
0.05
|
|
$
|
0.01
|
|
$
|
0.04
|
|
Minimum
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$
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75,000
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|
$
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30,000
|
|
$
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45,000
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Maximum
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$
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150,000
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$
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30,000
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$
|
120,000
|
The difference between the aggregate
offering price and the proceeds to us is $30,000. The $30,000 will be paid to
unaffiliated third parties for expenses connected with this offering. The
$30,000 will be paid from the first proceeds of this offering.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. It is
illegal to tell you otherwise.
The date of this prospectus is
____________________.
TABLE
OF CONTENTS
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Page
No.
|
|
|
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|
Summary
of Prospectus
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6
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Risk
Factors
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7
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|
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Use
of Proceeds
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11
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|
|
|
|
Determination
of Offering Price
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13
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|
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Dilution
of the Price You Pay for Your Shares
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13
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Plan
of Distribution; Terms of the Offering
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15
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|
|
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|
Management’s
Discussion and Analysis of Financial Condition or Plan of
Operation
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18
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Business
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21
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|
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Management
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28
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Executive
Compensation
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30
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|
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Principal
Stockholders
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31
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Description
of Securities
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32
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Certain
Transactions
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33
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Litigation
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34
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Experts
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34
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Legal
Matters
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34
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Financial
Statements
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34
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SUMMARY
OF OUR OFFERING
Our
business
We are a start-up stage company. We are
a company without revenues or operations; we have minimal assets and have
incurred losses since inception. We are developing a website
(www.skiwear4you.com) that will offer a variety of skiwear at retail prices
which will be dropped shipped within two days of ordering. We
have spent nominal time designing the website. We intend to retain
the services of a website developer to create the website. We
have not generated any revenues and the only operations we have engaged in is
planning our website and the development of a business plan.
Our principal executive office is
located at Level 39, One Exchange Square, 8 Connaught Place, Central, Hong
Kong. Our telephone number is 852 3101 7428 and our registered agent
for service of process is the National Registered Agents Inc. of NV, located at
1000 East William Street, Suite 204, Carson City, Nevada 89701. Our fiscal year
end is December 31.
The
offering
Following is a brief summary of this
offering:
|
Securities
being offered
|
Up
to 3,000,000 shares of common stock, par value
$0.00001.
|
|
Offering
price per share
|
$
0.05
|
|
Offering
period
|
The
shares are being offered for a period not to exceed 270
days.
|
|
Net
proceeds to us
|
$45,000
assuming the minimum number of shares is sold. $120,000
assuming the maximum number of shares is sold.
|
|
Use
of proceeds
|
We
will use the proceeds to pay for administrative expenses, the
implementation of our business plan, and working
capital.
|
|
Number
of shares outstanding before the offering
|
10,000,000
|
|
Number
of shares outstanding after the offering if all of the shares are
sold
|
13,000,000
|
Selected
financial data
The following financial information
summarizes the more complete historical financial information at the end of this
prospectus.
|
|
As
of December 31, 2009
|
|
Balance
Sheet
|
|
|
|
Total
Assets
|
$
|
30,005
|
|
Total
Liabilities
|
$
|
30,030
|
|
Stockholders’
Deficiency
|
$
|
(25)
|
|
|
|
Period
from
|
|
|
|
December
18, 2009
|
|
|
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(date
of inception) to
|
|
|
|
December
31, 2009
|
|
Income
Statement
|
|
|
|
Revenue
|
$
|
0
|
|
Total
Expenses
|
$
|
125
|
|
Net
Loss
|
$
|
(125)
|
Blank
Check Issue
We are not a blank check corporation.
Section 7(b)(3) of the Securities Act of 1933, as amended defines the term
“blank check company” to mean, any development stage company that is issuing a
penny stock that, “(A) has no specific plan or purpose, or (B) has indicated
that its business plan is to merge with an unidentified company or companies.”
We have a specific plan and purpose. Our business purpose is to engage in
business of online sale of skiwear at retail prices. Our specific
plan is to engage in the online sale of skiwear by drop shipping them within two
days of order. In Securities Act Release No. 6932 which adopted rules relating
to blank check offerings, the Securities and Exchange Commission stated in II
DISCUSSION OF THE RULES, A.
Scope of Rule 419
, that,
“Rule 419 does not apply to . . . start-up companies with specific business
plans . . . even if operations have not commenced at the time of the offering.”
Further, we have not indicated in any manner whatsoever, that we plan to merge
with an unidentified company or companies, nor do we have any plans to merge
with an unidentified company or companies.
We have no plans or intentions to be
acquired or to merge with an operating company, nor do our shareholders, have
plans to enter into a change of control or similar transaction or to change our
management.
RISK
FACTORS
Please consider the following risk
factors before deciding to invest in our common stock.
Risks
associated with EASTERN WORLD SOLUTIONS INC.
1.
Because our auditors have issued a
going concern opinion and because our sole officer and director will not loan
any additional money to us, we have to complete this offering to commence
operations. If we do not complete this offering, we will not start our
operations.
Our auditors have issued a going
concern opinion. This means that there is doubt that we will be an ongoing
business for the next twelve months. As of the date of this prospectus, we have
not commenced operations. Because our sole officer and director are unwilling to
loan or advance any additional capital to us, except to prepare and file reports
with the SEC, we will have to complete this offering in order to commence
operations.
2.
We lack an operating history and
have losses that we expect to continue into the future. There is no assurance
our future operations will result in profitable revenues. If we cannot generate
sufficient revenues to operate profitably, we may suspend or cease
operations.
We were incorporated on December 18,
2009 and we have not started our proposed business operations or realized any
revenues. We have no operating history upon which an evaluation of our future
success or failure can be made. Our net loss since inception is
$125. Our ability to achieve and maintain profitability and positive
cash flow is dependent upon:
* completion
of this offering
* our
ability to locate distributors who will sell their products to us
* our
ability to attract customers who will buy our products
* our
ability to generate revenues through the sale of our products
Based upon current plans, we expect to
incur operating losses in future periods because we will be incurring expenses
and not generating revenues. We cannot guarantee that we will be successful in
generating revenues in the future. Failure to generate revenues will
cause us to suspend or cease operations.
3.
We have no customers and we cannot
guarantee we will ever have any. Even if we obtain customers, there is no
assurance that we will make a profit.
We have no customers. We have not
identified any customers and we cannot guarantee we ever will have any. Even if
we obtain customers, there is no guarantee that we will be able to locate our
customers who will buy our products. If we are unable to attract enough
suppliers to offer their products for resale to us to offer our customers, or
enough customers to buy the products from us and our website to operate
profitably we will have to suspend or cease operations.
4.
We are solely dependent upon the
funds to be raised in this offering to start our business, the proceeds of which
may be insufficient to achieve revenues. We may need to obtain additional
financing which may not be available
.
We have not started our business. We
need the proceeds from this offering to start our operations. If the
minimum of $75,000 is raised, this amount will enable us, after paying the
expenses of this offering, to begin operations. It will also enable
us to initiate development on our website, begin the gathering of information
for our database and initiate the development of our marketing
program. We may need additional funds to complete further development
of our business plan to achieve a sustainable sales level where ongoing
operations can be funded out of revenues. There is no assurance that any
additional financing will be available or if available, on terms that will be
acceptable to us.
5.
Because we are small and do not have
much capital, we must limit marketing our services to customers and suppliers.
As a result, we may not be able to attract enough customers to operate
profitably. If we do not make a profit, we may have to suspend or cease
operations
.
Because we are small and do not have
much capital, we must limit marketing our products. The sale of our
products via our website is how we will initially generate revenues. Because we
will be limiting our marketing activities, we may not be able to attract enough
customers to buy or suppliers to sell products to operate profitably. If we
cannot operate profitably, we may have to suspend or cease
operations.
6.
Because our sole
officer and director will only be devoting limited time to our operations, our
operations may be sporadic which may result in periodic interruptions or
suspensions of operations. This activity could prevent us from attracting
suppliers and customers and result in a lack of revenues that may cause us to
suspend or cease operations.
Our sole officer and director, Bradley
Miller, will only be devoting limited time to our operations. Mr. Miller will be
devoting approximately 15 hours per week of his time to our
operations. Because our sole officer and director will only be
devoting limited time to our operations, our operations may be sporadic and
occur at times which are convenient to him. As a result, operations may be
periodically interrupted or suspended which could result in a lack of revenues
and a possible cessation of operations.
7.
Because our management does not have
prior experience in the marketing of products or services via the Internet, we
may have to hire individuals or suspend or cease operations.
Because our management does not have
prior experience in the marketing of products or services via the Internet, we
may have to hire additional experienced personnel to assist us with our
operations. If we need the additional experienced personnel and we do not hire
them, we could fail in our plan of operations and have to suspend operations or
cease operations entirely.
8.
Because we have
only one officer and director who has no formal training in financial accounting
and management, who is responsible for our managerial and organizational
structure, in the future, there may not be effective disclosure and accounting
controls to comply with applicable laws and regulations which could result in
fines, penalties and assessments against us.
We have only one officer and
director. He has no formal training in financial accounting and
management; however, he is responsible for our managerial and organizational
structure which will include preparation of disclosure and accounting controls
under the Sarbanes Oxley Act of 2002. While Mr. Miller has no formal
training in financial accounting matters, he has been preparing the financial
statements that have been audited and reviewed by our auditors and included in
this prospectus. When the disclosure and accounting controls referred to above
are implemented, he will be responsible for the administration of
them. Should he not have sufficient experience, he may be incapable
of creating and implementing the controls. Lack of proper controls
could cause our financial statements to be inaccurate which will give us an
incorrect view of our financial condition and mislead us into believing our
operations are being conducted correctly. As a result, investors will
be misled about our financial condition and the quality of our
operations. This inaccurate reporting could cause us to be subject to
sanctions and fines by the SEC which ultimately could cause you to lose your
investment, however, because of the small size of our expected operations, we
believe that he will be able to monitor the controls he will have created and
will be accurate in assembling and providing information to
investors.
9.
If Bradley Miller, our president and
a director, should resign or die, we will not have a chief executive officer
which could result in our operations suspending. If that should
occur, you could lose your investment.
Bradley Miller is our sole officer and
director. We are extremely dependent upon him to conduct our
operations. If he should resign or die, we will not have a chief
executive officer. If that should occur, until we find another person
to act as our chief executive officer, our operations could be
suspended. In that event, it is possible you could lose your entire
investment.
10.
Because we do not have
an escrow or trust account for your subscription, if we file for bankruptcy
protection or are forced into bankruptcy, or a creditor obtains a judgment
against us and attaches the subscription, or our sole officer and director
misappropriate the funds for their own use, you will lose your
investment.
Your funds will not be placed in an
escrow or trust account. Accordingly, if we file for bankruptcy
protection or a petition for involuntary bankruptcy is filed by creditors
against us, your funds will become part of the bankruptcy estate and
administered according to the bankruptcy laws. If a creditor sues us
and obtains a judgment against us, the creditor could garnish the bank account
and take possession of the subscriptions. As such, it is possible
that a creditor could attach your subscription which could preclude or delay the
return of money to you. Further, sole officer and director will have
the power to appropriate the money we raise. As such, they could
withdraw the funds without your knowledge for their own use. If that
happens, you will lose your investment and your funds will be used to pay
creditors.
11.
Since our headquarters are located
in China and most of our assets and key personnel are located in Hong
Kong, you may not be able to enforce any United States judgment for claims you
may bring against us, our assets, our key personnel or the experts named in this
prospectus.
While we are organized under the laws
of State of Nevada, our headquarters and sole officer and director are located
outside the United States. As a result, it may be impossible for you
to affect service of process within the United States upon us or these persons
or to enforce against us or these persons any judgments in civil and commercial
matters, including judgments under United States federal securities
laws. In addition, a Chinese court may not permit you to bring an
original action in China or to enforce in China a judgment of a U.S. court based
upon civil liability provisions of U.S. federal securities laws.
12.
Because we do not maintain any
product liability insurance, if we are sued by a person injured by a defective
product we sell, we could cease operations.
We do not maintain any product
liability insurance. As a result, if someone is injured as a result
of using furniture we sell, we could be sued. If we do not have
funds to defend the suit or if a large judgment is rendered against us, we could
be forced to cease operating and you could loose your investment.
13.
A permanent loss of data or a
permanent loss of service on the Internet will have an adverse affect on our
operations and will cause to cease doing business.
Our operations depend entirely on the
Internet. If we permanently lose data or permanently lose Internet
service for any reason, be it technical failure or criminal acts, we will have
to cease operations and you will lose your investment.
Risks
associated with this offering:
14.
Because our sole officer and
director, who is also our sole promoter, will own more than 50% of the
outstanding shares after this offering, he will retain control of us and be able
to decide who will be directors and you may not be able to elect any directors
which could decrease the price and marketability of the
shares.
Even if we sell all 3,000,000 shares of
common stock in this offering, Bradley Miller will still own 10,000,000 shares
and will continue to control us. As a result, after completion of
this offering, regardless of the number of shares we sell, Mr. Miller will be
able to elect all of our directors and control our operations, which could
decrease the price and marketability of the shares.
15.
Because there is no public trading
market for our common stock, you may not be able to resell your
stock
.
There is currently no public trading
market for our common stock. Therefore there is no central place, such as stock
exchange or electronic trading system, to resell your shares. If you do want to
resell your shares, you will have to locate a buyer and negotiate your own
sale.
16.
Because the SEC imposes additional
sales practice requirements on brokers who deal in our shares that are penny
stocks, some brokers may be unwilling to trade them. This means that you may
have difficulty reselling your shares and this may cause the price of the shares
to decline.
Our shares would be classified as penny
stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934
and the rules promulgated thereunder which impose additional sales practice
requirements on brokers/dealers who sell our securities in this offering or in
the aftermarket. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from you a written
agreement prior to making a sale for you. Because of the imposition
of the foregoing additional sales practices, it is possible that brokers will
not want to make a market in our shares. This could prevent you from
reselling your shares and may cause the price of the shares to
decline.
USE
OF PROCEEDS
Our offering is being made on a
self-underwritten $75,000 minimum, $150,000 maximum basis. The table
below sets forth the use of proceeds if $75,000, $100,000, or $150,000 of the
offering is sold.
|
|
$75,000
|
$100,000
|
$150,000
|
|
Gross
proceeds
|
$
|
75,000
|
$
|
100,000
|
$
|
150,000
|
|
Offering
expenses
|
$
|
30,000
|
$
|
30,000
|
$
|
30,000
|
|
Net
proceeds
|
$
|
45,000
|
$
|
70,000
|
$
|
120,000
|
The net proceeds will be used as
follows:
|
Website
development
|
$
|
5,000
|
$
|
7,500
|
$
|
10,000
|
|
Database
|
$
|
5,000
|
$
|
12,500
|
$
|
20,000
|
|
Marketing
and advertising
|
$
|
15,000
|
$
|
25,000
|
$
|
35,000
|
|
Establishing an
office
|
$
|
10,000
|
$
|
10,000
|
$
|
10,000
|
|
Salaries
|
$
|
0
|
$
|
12,500
|
$
|
25,000
|
|
Working
capital
|
$
|
10,000
|
$
|
2,500
|
$
|
20,000
|
Total offering expenses to be paid from
the proceeds of the offering are $20,000 for legal fees; $200 for printing our
prospectus; $9,500 for accounting/administrative fees; $500 for state securities
registration fees; $200 for our transfer agent; and $8.37 for our SEC filing
fee. The foregoing are approximations.
We will be able to begin operations
with the minimum funds described above. By raising additional
amounts, we will have the ability to create a better website with more options;
a better data base that will allow us to analyze the data in more ways; increase
marketing and advertising; add one or two additional employees; and, provide for
additional working capital.
We will spend between $5,000 and
$10,000 for the preparation of our website which includes the cost of content
creation and links to and from our website. We have spent
nominal time designing the website. We intend to retain the services
of a website developer to create the website.
We intend to develop and maintain a
database of suppliers and customers. The estimated cost to develop
and maintain the database is $5,000 to $20,000.
Marketing and advertising will be
focused on promoting products to the public. We also intend to print
sales material for distribution in newspapers. The cost of developing
the campaign is estimated to cost $15,000 to $35,000.
We have leased office space at a
monthly rate of approximately $200. We will use $10,000 of the
proceeds of this offering to cover the cost of the office space and maintain the
website and database. The $10,000 will pay for the physical office
space, computer equipment, telephones and other assets as required to
maintaining the operations.
If we raise at least $100,000, we
intend to pay a salary to Bradley Miller, our sole officer and
director. In addition, we intend to hire one or two sales employees
to handle Internet transactions with our customers.
Working capital is the cost related to
operating our office. It is comprised of expenses for rent, telephone
service, mail, stationary, accounting, acquisition of office equipment and
supplies, expenses of filing reports with the SEC, travel, and general working
capital.
DETERMINATION
OF OFFERING PRICE
The price of the shares we are offering
was arbitrarily determined in order for us to raise up to a total of $150,000 in
this offering. The offering price bears no relationship whatsoever to our
assets, earnings, book value or other criteria of value. Among the factors
considered were:
* our
lack of operating history
* the
proceeds to be raised by the offering
|
*
|
the
amount of capital to be contributed by purchasers in this offering in
proportion to the amount of stock to be retained by our existing
Stockholder, and
|
* our
relative cash requirements.
DILUTION
OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference
between the offering price and the net tangible book value per share immediately
after completion of this offering. Net tangible book value is the amount that
results from subtracting total liabilities and intangible assets from total
assets. Dilution arises mainly as a result of our arbitrary determination of the
offering price of the shares being offered. Dilution of the value of the shares
you purchase is also a result of the lower book value of the shares held by our
existing stockholders.
As of December 31, 2009, the net
tangible book value of our shares of common stock was a deficit of ($25) or
approximately ($0.00) per share based upon 10,000,000 shares
outstanding.
If
100% of the Shares Are Sold:
Upon completion of this offering, in
the event all of the shares are sold, the net tangible book value of the
13,000,000 shares to be outstanding will be $1,119,975 or approximately $0.00923
per share. The net tangible book value of the shares held by our existing
stockholders will be increased by $0.00923 per share without any additional
investment on their part. You will incur an immediate dilution from $0.05per
share to $0.00923 per share.
After completion of this offering, if
3,000,000 shares are sold, you will own approximately 23.07% of the total number
of shares then outstanding for which you will have made a cash investment of
$150,000, or $0.05 per share. Our existing stockholders will own approximately
81.54% of the total number of shares then outstanding, for which they have made
contributions of cash totaling $100 or approximately $0.00001 per
share.
If
2,250,000 Shares Are Sold:
Upon completion of this offering, in
the event 2,250,000 shares are sold, the net tangible book value of the
12,250,000 shares to be outstanding will be $82,475, or approximately $0.00673
per share. The net tangible book value of the shares held by our existing
stockholders will be increased by $0.00673 per share without any additional
investment on their part. You will incur an immediate dilution from $0.05 per
share to $0.00673 per share.
After completion of this offering, if
2,250,000 shares are sold, you will own approximately 13.47% of the total number
of shares then outstanding for which you will have made a cash investment of
$100,000, or $0.05 per share. Our existing stockholders will own approximately
81.63% of the total number of shares then outstanding, for which they have made
contributions of cash totaling $100 or approximately $0.00001 per
share.
If
1,500,000 Shares Are Sold:
Upon completion of this offering, in
the event 1,500,000 shares are sold, the net tangible book value of the
11,500,000 shares to be outstanding will be $44,975, or approximately $0.00391
per share. The net tangible book value of the shares held by our existing
stockholders will be increased by $0.00391 per share without any additional
investment on their part. You will incur an immediate dilution from $0.05 per
share to $0.00391 per share.
After completion of this offering, if
1,500,000 shares are sold, you will own approximately 13.04% of the total number
of shares then outstanding for which you will have made a cash investment of
$75,000, or $0.05 per share. Our existing stockholders will own approximately
86.96% of the total number of shares then outstanding, for which they have made
contributions of cash totaling $100 or approximately $0.00001 per
share.
The following table compares the
differences of your investment in our shares with the investment of our existing
stockholders.
Existing
Stockholders if all of the Shares are Sold:
|
Price
per share
|
$
|
0.00001
|
|
Net
tangible book value per share before offering
|
$
|
(0.00)
|
|
Potential
gain to existing shareholders
|
$
|
120,000
|
|
Net
tangible book value per share after offering
|
$
|
0.00923
|
|
Increase
to present stockholders in net tangible book value per
share
|
|
|
|
after
offering
|
$
|
0.00923
|
|
Capital
contributions
|
$
|
100
|
|
Number
of shares outstanding before the offering
|
|
10,000,000
|
|
Number
of shares after offering assuming the sale of the maximum
|
|
|
|
number
of shares
|
|
13,000,000
|
|
Percentage
of ownership after offering
|
|
76.92%
|
Purchasers of Shares in this Offering
3,000,000 Shares Sold
|
Price
per share
|
$
|
0.05
|
|
Dilution
per share
|
$
|
0.04077
|
|
Capital
contributions
|
$
|
150,000
|
|
Number
of shares after offering held by public investors
|
|
3,000,000
|
|
Percentage
of capital contributions by existing shareholders
|
|
0.08%
|
|
Percentage
of capital contributions by new investors
|
|
99.92%
|
|
Percentage
of ownership after offering
|
|
23.08%
|
Purchasers
of Shares in this Offering if 75% of Shares Sold
|
Price
per share
|
$
|
0.05
|
|
Dilution
per share
|
$
|
0.04327
|
|
Capital
contributions
|
$
|
100,000
|
|
Number
of shares after offering held by public investors
|
|
2,250,000
|
|
Percentage
of capital contributions by existing shareholders
|
|
0.12%
|
|
Percentage
of capital contributions by new investors
|
|
99.87%
|
|
Percentage
of ownership after offering
|
|
18.37%
|
Purchasers
of Shares in this Offering if 50% of Shares Sold
|
Price
per share
|
$
|
0.05
|
|
Dilution
per share
|
$
|
0.04609
|
|
Capital
contributions
|
$
|
75,000
|
|
Percentage
of capital contributions by existing shareholders
|
|
0.22%
|
|
Percentage
of capital contributions by new investors
|
|
99.78%
|
|
Number
of shares after offering held by public investors
|
|
1,500,000
|
|
Percentage
of ownership after offering
|
|
13.04%
|
PLAN
OF DISTRIBUTION; TERMS OF THE OFFERING
We are offering 3,000,000 shares of
common stock on a self-underwritten basis, 1,500,000 shares minimum, 3,000,000
shares maximum basis. The offering price is $0.05 per share. Funds from this
offering will be placed in a separate bank account at JPMorgan Chase Bank,
Tulsa, Oklahoma. Its telephone number is (918)
293-4350. The funds will be maintained in the separate bank until we
receive a minimum of $75,000 at which time we will remove those funds and use
the same as set forth in the Use of Proceeds section of this
prospectus. This account is not an escrow, trust or similar
account. It is merely a separate interest bearing savings account
under our control where we have segregated your funds. Your
subscription will only be deposited in a separate bank account under our
name. As a result, if we are sued for any reason and a judgment is
rendered against us, your subscription could be seized in a garnishment
proceeding and you could lose your investment, even if we fail to raise the
minimum amount in this offering. Further, if we file a voluntary
bankruptcy petition or our creditors file an involuntary bankruptcy petition,
our assets will be seized by the bankruptcy trustee, including your
subscription, and used to pay our creditors. If that happens, you will lose your
investment, even if we fail to raise the minimum amount in this
offering. As a result, there is no assurance that your funds will be
returned to you if the minimum offering is not reached. Any funds
received by us thereafter will immediately used by us.
If we do not receive the minimum amount
of $75,000 within 270 days of the effective date of our registration statement,
all funds will be promptly returned to you without interest and without a
deduction of any kind. We will return your funds to you in the form a
cashier’s check sent Federal Express on the 271
st
day. During the 270 day period, no funds will be returned to you. You
will only receive a refund of your subscription if we do not raise a minimum of
$75,000 within the 270 day period referred to above. There are no finders
involved in our distribution. You will only have the right to have
your funds returned if we do not raise the minimum amount of the offering or
there would be a change in the material terms of the offering. The
following are material terms that would allow you to be entitled to a refund of
your money:
* extension
of the offering period beyond 270 days;
* change
in the offering price;
* change
in the minimum sales requirement;
* change
to allow sales to affiliates in order to meet the minimum sales
requirement;
|
*
|
change
in the amount of proceeds necessary to release the proceeds held in the
separate bank account; and,
|
If the changes above occur, any new
offering may be made by means of a post-effective amendment.
We will sell the shares in this
offering through Bradley Miller, our sole officer and director. He
will receive no commission from the sale of any shares. He will not register as
a broker-dealer under section 15 of the Securities Exchange Act of 1934 in
reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a
person associated with an issuer may participate in the offering of the issuer's
securities and not be deemed to be a broker/dealer. The conditions are
that:
1. The person is not
statutorily disqualified, as that term is defined in Section 3(a)(39) of the
Act, at the time of his participation; and,
2. The person is not
compensated in connection with his participation by the payment of commissions
or other remuneration based either directly or indirectly on transactions in
securities;
3. The person is not at the
time of their participation, an associated person of a broker/dealer;
and,
4. The person meets the
conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he
(A) primarily performs, or is intended primarily to perform at the end of the
offering, substantial duties for or on behalf of the Issuer otherwise than in
connection with transactions in securities; and (B) is not a broker or dealer,
or an associated person of a broker or dealer, within the preceding twelve (12)
months; and (C) do not participate in selling and offering of securities for any
Issuer more than once every twelve (12) months other than in reliance on
Paragraphs (a)(4)(i) or (a)(4)(iii).
Bradley Miller is not statutorily
disqualified, is not being compensated, and is not associated with a
broker/dealer. He is and will continue to be our sole officer and director at
the end of the offering and has not been during the last twelve months and is
currently not a broker/dealer or associated with a broker/dealer. He
will not participate in selling and offering securities for any issuer more than
once every twelve months.
Only after our registration statement
is declared effective by the SEC, do we intend to advertise, through tombstones,
and hold investment meetings in various states where the offering will be
registered. We will not utilize the Internet to advertise our offering. Mr.
Miller will also distribute the prospectus to potential investors at the
meetings, to business associates and to his friends and relatives who are
interested in us and a possible investment in the offering. No shares purchased
in this offering will be subject to any kind of lock-up agreement.
Management and affiliates thereof will
not purchase shares in this offering to reach the minimum.
We intend to sell our shares outside
the United States.
Section
15(g) of the Exchange Act
Our shares are covered by Section 15(g)
of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through
15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales
practice requirements on broker/dealers who sell our securities to persons other
than established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $150,000 or $300,000 jointly with their
spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to
brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific
transactions from the scope of the penny stock rules.
Rule 15g-2 declares unlawful
broker/dealer transactions in penny stocks unless the broker/dealer has first
provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful
for a broker/dealer to engage in a penny stock transaction unless the
broker/dealer first discloses and subsequently confirms to the customer current
quotation prices or similar market information concerning the penny stock in
question.
Rule 15g-4 prohibits broker/dealers
from completing penny stock transactions for a customer unless the broker/dealer
first discloses to the customer the amount of compensation or other remuneration
received as a result of the penny stock transaction.
Rule 15g-5 requires that a
broker/dealer executing a penny stock transaction, other than one exempt under
Rule 15g-1, disclose to its customer, at the time of or prior to the
transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers
selling penny stocks to provide their customers with monthly account
statements.
Rule 15g-9 requires broker/dealers to
approved the transaction for the customer's account; obtain a written agreement
from the customer setting forth the identity and quantity of the stock being
purchased; obtain from the customer information regarding his investment
experience; make a determination that the investment is suitable for the
investor; deliver to the customer a written statement for the basis for the
suitability determination; notify the customer of his rights and remedies in
cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone
number and the central number of the North American Administrators Association,
for information on the disciplinary history of broker/dealers and their
associated persons. Because the penny stock rules impose
additional obligations on broker/dealers, many broker/dealers are unwilling to
buy or sell penny stock s or open accounts for customers who wish to buyer or
sell penny stock. As a result the penny stock rules may affect your
ability to resell your shares.
Offering
Period and Expiration Date
This offering will start on the date of
this prospectus and continue for a period of up to 270 days.
Procedures
for Subscribing
If you decide to subscribe for any
shares in this offering, you must
1. execute
and deliver a subscription agreement; and
2. deliver
a check or certified funds to us for acceptance or rejection.
All checks for subscriptions must be
made payable to EASTERN WORLD SOLUTIONS INC.
Right
to Reject Subscriptions
We have the right to accept or reject
subscriptions in whole or in part, for any reason or for no reason. All monies
from rejected subscriptions will be returned immediately by us to the
subscriber, without interest or deductions. Subscriptions for securities will be
accepted or rejected within 48 hours after we receive them.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the prospectus includes
a number of forward-looking statements that reflect our current views with
respect to future events and financial performance. Forward-looking
statements are often identified by words like: believe, expect, estimate,
anticipate, intend, project and similar expressions, or words which, by their
nature, refer to future events. You should not place undue certainty
on these forward-looking statements, which apply only as of the date of this
prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
We are a start-up stage corporation and
have not started operations or generated or realized any revenues from our
business operations.
Our auditors have issued a going
concern opinion. This means that our auditors believe there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our
bills. This is because we have not generated any revenues and no
revenues are anticipated until we complete the development of our website,
locate suppliers of products, and sell products to our
customers. We have spent nominal time designing the
website. We intend to retain the services of a website developer to
create the website. Accordingly, we must raise cash from
sources other than operations. Our only other source for cash at this
time is investments by others in our company. We must raise cash to
implement our project and begin our operations. Even if we raise the
maximum amount of money in this offering, we do not know how long the money will
last, however, we do believe it will last twelve months. We will not
begin operations until we raise money from this offering.
To meet our need for cash we are
attempting to raise money from this offering. We believe that we will
be able to raise enough money through this offering to maintain operations for
twelve months, but we cannot guarantee that once we begin operations we will
stay in business after twelve months. If we are unable to secure
enough suppliers of products at suitably low pricing or enough customers willing
to buy the products at higher than the price we have negotiated with our
suppliers, we may quickly use up the proceeds from the minimum amount of money
from this offering and will need to find alternative sources, like a second
public offering, a private placement of securities, or
loans
from our officers or others in order for us to maintain our
operations. At the present time, we have not made any arrangements to
raise additional cash, other than through this offering. If we need
additional cash and cannot raise it we will either have to suspend operations
until we do raise the cash, or cease operations entirely. If we raise
the minimum amount of money from this offering, it will last a year but with
limited funds available to develop growth strategy. If we raise
the maximum amount, we believe the money will last a year and also provide funds
for growth strategy.
If we raise less than the maximum
amount and we need more money we will have to revert to obtaining additional
money as described in this paragraph. Other than as described
in this paragraph, we have no other financing plans.
Plan
of Operation
Upon completion of our public offering,
our specific goal is to profitably sell products on our Internet website to the
public. We intend to accomplish the foregoing by the following
steps.
1. Complete
our public offering. We believe that we will raise sufficient capital
to begin our operations. We believe this could take up to 270
days. We will not begin operations until we have closed this
offering. We intend to concentrate all of our efforts on raising as
much capital as we can during this period. After we complete
our public offering, we intend to spend the funds as described in the Use of
Proceeds section of this prospectus.
2. After
completing the offering, we will immediately begin to establish our office and
acquire the equipment we need to begin operations. Establishing our
offices will take approximately a week. We have allocated $10,000 for
the initial setup of the office. We do not intend to hire
employees unless we raise at least $100,000. Our sole officer and
director will handle our administrative duties.
3.
We have spent nominal time designing the website. We plan to
retain a website developer create a state of the art website to promote our
products. We expect to spend $5,000 to $10,000 for the website which
will include graphics and links from our site. We intend to locate
smaller, new manufacturers or distributors to offer their products on a more
exclusive basis.
4. Marketing
and advertising will be focused on promoting our website and
products. The advertising campaign may also include the design and
printing of various sales materials. We intend to market our website
through traditional sources such as advertising in magazines, billboards,
telephone directories and preparing and sending out flyers and mailers both
through the regular mail and via email. Advertising and promotion
will be an ongoing effort but the initial cost of developing the campaign is
estimated to cost between $15,000 to $35,000.
5. Once
the website is fully functional and we have located and negotiated agreements
with a suitable number of suppliers to offer their products for sale, we intend
to hire 1 or 2 part-time salesperson(s) to fill Internet orders from
customers.
We anticipate that we will generate
revenues as soon as we are able to offer products for sale on our
website. This will happen once we negotiated agreements with one or
two suppliers of products.
We will not be conducting any
research. We are not going to buy or sell any plant or significant
equipment during the next twelve months.
If we cannot generate sufficient
revenues to continue operations, we will suspend or cease
operations. If we cease operations, we do not know what we will do
and we do not have any plans to do anything.
Limited
operating history; need for additional capital
There is no historical financial
information about us upon which to base an evaluation of our
performance. We are in a start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in
the establishment of a new business enterprise, including limited capital
resources and possible cost overruns due to price and cost increases in services
and products.
To become profitable and competitive,
we have to locate and negotiate agreements with manufacturers or distributors to
offer their products for sale to us at pricing that will enable us to establish
and sell the products to our clientele at a profit. We are seeking
equity financing to provide for the capital required to implement our
operations.
We have no assurance that future
financing will be available to us on acceptable terms. If financing
is not available on satisfactory terms, we may be unable to continue, develop or
expand our operations. Equity financing could result in additional
dilution to existing shareholders.
Results
of operations
From
Inception on December 18, 2009 to December 31, 2009
During the period we incorporated the
company, hired the attorney, and hired the auditor for the preparation of this
registration statement. We have prepared an internal business
plan. We have reserved the domain name “skiwear4you.com” and
commenced construction of our web site. Our loss since inception is $125 all of
which is for filing fees and general office costs. We have not
started our proposed business operations and will not do so until we have
completed this offering. We expect to begin operations 100 days after we
complete this offering.
Since inception, we sold 10,000,000
shares of common stock to our sole officer and director for $100.
Liquidity
and capital resources
As of the date of this prospectus, we
have yet to generate any revenues from our business operations.
We issued 10,000,000 shares of common
stock pursuant to the exemption from registration contained in Section 4(2) of
the Securities Act of 1933. This was accounted for as a sale of
common stock.
As of December 31, 2009, our total
assets were $30,005 and our total liabilities were $30,030 comprising of $30,000
owning to Bradley Miller, our sole officer and director, As of December 31,
2009, we had cash of $20,005.
BUSINESS
General
We were incorporated in the State of
Nevada on December 18, 2009. We will develop a website (www.skiwear4you.com)
that will offer ski wear at retail prices to customers ordering
online. We have spent nominal time designing the
website. We intend to retain the services of a website developer to
create the website. We have not generated any revenues and the only operations
we have engaged in is planning our website and the development of a business
plan.
We have no plans to change our business
activities or to combine with another business, and we are not aware of any
events or circumstances that might cause its plans to change.
We have not begun operations and will
not begin operations until we completed this offering. Our plan of
operation is forward looking and there is no assurance that we will ever begin
operations. Our prospects for profitability are not favorable if you
consider numerous Internet-based companies have failed to achieve profits with
similar plans.
Blank
Check Issue
We are not a blank check corporation.
Section 7(b)(3) of the Securities Act of 1933, as amended defines the term
“blank check company” to mean, any development stage company that is issuing a
penny stock that, “(A) has no specific plan or purpose, or (B) has indicated
that its business plan is to merge with an unidentified company or companies.”
We have a specific plan and purpose. Our business purpose is to offer skiwwear
at retail prices to customers ordering online. Our specific plan is
to offer skiwear at retail prices to customers ordering online. In Securities
Act Release No. 6932 which adopted rules relating to blank check offerings, the
Securities and Exchange Commission stated in II DISCUSSION OF THE RULES, A.
Scope of Rule 419
,
that, “Rule 419 does not apply to . . . start-up companies with specific
business plans . . . even if operations have not commenced at the time of the
offering.” Further, we have not indicated in any manner whatsoever, that we plan
to merge with an unidentified company or companies, nor do we have any plans to
merge with an unidentified company or companies.
We have no plans or intentions to be
acquired or to merge with an operating company, nor do our shareholders, have
plans to enter into a change of control or similar transaction or to change our
management.
We will target the competitive and
recreational skiing customers with a full-line product of skiwear offering a
wide variety of price points. We offer a product mix that includes inexpensive,
medium priced, high priced and profession skiwear. We believe we offer
consistent value to consumers by offering a distinctive merchandise offered by
well-known brand named skiwear such as Spyder, North Face, Columbia, Marmot, and
Patagonia. We will offer more types of skiwear that could be purchased at any
sporting goods store.
We will experience seasonal
fluctuations in our sales with higher sales in the fall, tapering off during the
winter and being at the lowest level in the spring and summer
quarters.
Skiwear clothing ranges in price from
about $1,000 for an 8000 meter insulated suit to about $10 for novice ski
gloves.
Website
We have spent nominal time designing
the website. We intend to retain the services of a website developer
to create the website. We intend to create and maintain a website
which will provide the following services and products for the website: disk
space, bandwidth, 155 mbit backbone, pop mailboxes, e-mail forwarding, e-mailing
aliasing, auto responder, front page support, unlimited FTP access, java chat,
hotmetal/miva script, shopping cart, secure transactions signio support,
cybercash support and macromedia flash. The foregoing will allow us
to make retail sales of clothing products, promote our products in an effective
manner, and communicate with our customers on-line.
The website is intended to be a
destination site for retail buyers of skiwear allowing them to select from the
virtual universe of skiwear available to amateurs and professionals
alike. We hope the site will become a “one-stop shopping” destination
for purchasing skiwear and we believe that the site will significantly enhance
the efficiency of the purchasing process simultaneously reducing the time and
cost of finding reasonably priced skiwear. We intend to continually
source out and negotiate strategic relationships with individual suppliers and
manufacturers to offer their products on our website. We intend to
negotiate favorable pricing from the manufacturers in exchange for offering them
direct access to the database of potential buyers that we intend to develop and
maintain through our marketing program.
Database
We intend to develop and maintain a
database of all customers and suppliers. It will include the
customer’s name, address, telephone number, item purchased and additional
information we hope to obtain through the use of a
questionnaire. The size of the questionnaire is dependent upon
how much we raise. The questionnaire will ask questions related to
the customer’s skiing experience. The more information that we can
obtain from a customer, the more we can know the customer and the more
information we will have in order adjust our marketing and sales
programs. The cost of the data base is relative to the amount of
information we acquire and our ability to analyze the
information. The same applies to the suppliers. Suppliers
will be interested in the feedback we receive from our customers. It
should give suppliers feedback on their merchandise.
We also believe that the lack of
financial security on the Internet is hindering economic activity thereon. To
ensure the security of transactions occurring over the Internet, U.S. federal
regulations require that any computer software used within the United States
contain a 128-bit encoding encryption, while any computer software exported to a
foreign country contain a 40-bit encoding encryption. There is uncertainty as to
whether the 128-bit encoding encryption required by the U.S. is sufficient
security for transactions occurring over the Internet. Accordingly, there is a
danger that any financial (credit card) transaction via the Internet will not be
a secure transaction. Accordingly, risks such as the loss of data or loss of
service on the Internet from technical failure or criminal acts are now being
considered in the system specifications and in the security precautions in the
development of the website. There is no assurance that such security precautions
will be successful.
Other than investigating potential
technologies in support of our business purpose, we have had no material
business operations since inception in December 2009. At present, we
have yet to acquire or develop the necessary technology assets in support of our
business purpose to become an Internet-based retailer focused on the
distribution of skiwear.
The Internet is a world-wide medium of
interconnected electronic and/or computer networks. Individuals and companies
have recently recognized that the communication capabilities of the Internet
provide a medium for not only the promotion and communication of ideas and
concepts, but also for the presentation and sale of information, goods and
services.
Convenient
Shopping Experience
Our online store will provide customers
with an easy-to-use Web site. The website will be available 24 hours a day,
seven days a week and will be reached from the shopper's home or office. Our
online store will enable us to deliver a broad selection of products to
customers in rural or other locations that do not have convenient access to
physical stores. We also intend to make the shopping experience
convenient by categorizing our products into easy-to-shop
departments.
Customer Service
We intend to provide a customer service
department via email where consumers can resolve order and product questions.
Furthermore, we will insure consumer satisfaction by offering a money back
guarantee. The return policy is subject to the skiwear glove not
being used or oiled.
Online
Retail Store
We intend to design our Internet store
to be a place for individual consumers to purchase our line of
products.
Shopping
at our Online Store
Our online store will be located at
www.skiwear4you.com. We believe that the sale of furniture on the
Internet can offer attractive benefits to consumers. These include
enhanced selection, convenience, quality, ease-of-use, depth of content and
information and competitive pricing. Key features of our online store
will include:
Browsing
Our online store will offer consumers
several subject areas and special features arranged in a simple, easy-to-use
format intended to enhance product selection. By clicking on a
category names, the consumer will move directly to the home page of the desired
category and can view promotions and featured products.
Selecting a Product and Checking
Out
To purchase products, consumers will
simply click on the “add to cart” button to add products to their virtual
shopping cart. Consumers will be able to add and subtract products from their
shopping cart as they browse around our online store prior to making a final
purchase decision, just as in a physical store. To execute orders,
consumers click on the “checkout” button and, depending upon whether the
consumer has previously shopped at our online store, are prompted to supply
shipping details online. We will also offer consumers a variety of wrapping and
shipping options during the checkout process. Prior to finalizing an order by
clicking the “submit” button, consumers will be shown their total
charges along with the various options chosen at which point consumers still
have the ability to change their order or cancel it entirely.
Paying
To pay for orders, a consumer must use
a credit card, which is authorized during the checkout
process. Charges are assessed against the card when the order is
placed. Our online store will use a security technology that works
with the most common Internet. We will be using 128-bit
encoding encryption required by the U.S. for transactions occurring over the
Internet. As mentioned previously, there is a danger that any
financial (credit card) transaction via the Internet will not be a secure
transaction.
We intend to pass on to our customer
any warranties that suppliers make to us. If we have a warranty from
a manufacture and a customer returns products to as a result of defects in the
product, we will forward the product to the manufacture for repair or
replacement under the manufacturer’s warranty to us. If there is no
warranty from the manufacture to us or if the warranty flows directly to the
customer, we will return the product to the customer with advice that there is
no warranty protection or that the customer should return the product directly
to the manufacturer.
Source
of Products
We intend to purchase products from
manufacturers and distributors of skiwear, primarily in the China with the idea
of promoting the sale there initially in Central and Eastern Europe where
skiwear has become as popular is it is in the United States. A
portion of the purchase price, between 40% and 70%, depending on the prices we
negotiate with the manufacturer, is used to acquire the product from the
manufacturer or distributor. Mark-ups on new products will range from
15% to 200%. The mark-up will be comparable with our
competitors. We will take each product on a case by case basis. The
product will be shipped directly from the manufacturer to the customer, thereby
eliminating the need for storage space or packaging facilities.
We intend to source out and negotiate
with manufacturers and distributors to offer their products for sale on our
website either directly or via a direct link to their websites. In
addition, we intend to locate and negotiate relationships with some
manufacturers and distributors to offer their skiwear on a more exclusive basis,
such as skiwear that are pre-broken in and made from softer material such as
deerskin. We have indentified three potential suppliers however we
have not entered into any agreements with the suppliers until such time as we
successfully complete our public offering. We have not requested any
agreements because if we do not complete this public offering we will not be
starting our operations. We anticipate that terms of the agreements
with the suppliers will be very
simple. The
supplier will be paid by us prior to shipment. We will not order any
products unless our customer has paid us in full prior to placing our order with
the supplier. We will require our customer to pay us before we pay
the supplier. We will place the order and direct the supplier to ship
directly to the customer. The cost of insurance and shipping will be
included in the price we pay the supplier for the product. Based upon
our cost, we will mark up the cost to the customer. Bradley Miller,
our sole officer and director identified these suppliers. Mr. Miller
resides in Tulsa, Oklahoma but has knowledge of skiwear and marketing in Europe
and China.
Revenue
We intend to generate revenue from four
sources on the website:
- Revenues
will be generated from the direct sale of products to customers. We
will order products on behalf of our customers directly from our
suppliers. At the time we are receiving an order from a customer, we
will order the product from the supplier. That way we avoid having to
carry any inventory that can be costly and become obsolete. We would
earn revenue based on the difference between our negotiated price for the
product with our suppliers and the price that the customer pays;
- Revenues
will be generated by fees received for sales that originate from our website and
are linked to those manufacturers that we will negotiate relationships
with. Our customers would link to the manufacturer’s website directly
from our site and we would be paid a fee for directing the traffic that results
in sales;
- We
plan to offer banner advertising on our website for all sporting goods suppliers
and manufacturers;
- Finally,
we plan to earn revenues for special promotions to enable manufacturers to
launch new products - we would sell “premium shelf space” on our
website. Premium shelf space will be eye appealing advertising
space which will appear on the initial webpage of our Internet
site.
We also intend to develop and launch an
advertising campaign to introduce our website to potential
customers.
Competition
The retail market for sporting goods,
which includes the sale of skiwear, is highly competitive. In general,
competition tends to fall into the following five basic
categories:
Sporting Goods
Superstores.
Stores in this category typically are larger than
35,000 square feet and tend to be free-standing locations. These stores
emphasize high volume sales and a large number of stock-keeping units. Examples
include Academy Sports & Outdoors, Dick’s Sporting Goods, Joe’s
Sports & Outdoor, The Sports Authority and Sport
Chalet.
Traditional Sporting Goods
Stores.
This category consists of traditional sporting goods
chains, including us. These stores range in size from 5,000 to
20,000 square feet and are frequently located in regional malls and
multi-store shopping centers. The traditional chains typically carry a varied
assortment of merchandise and attempt to position themselves as convenient
neighborhood stores. Sporting goods retailers operating stores within this
category include Hibbett Sports and Modell’s.
Specialty Sporting Goods
Stores.
Specialty sporting goods retailers are stores that
typically carry a wide assortment of one specific product category, such as
athletic shoes, golf, or outdoor equipment. Examples of these retailers include
Bass Pro Shops, Foot Locker, Gander Mountain, Golfsmith and REI. This category
also includes pro shops that often are single-store
operations.
Mass
Merchandisers.
This category includes discount retailers such
as Kmart, Target and Wal-Mart and department stores such as JC Penney, Kohl’s
and Sears. These stores range in size from approximately 50,000 to
200,000 square feet and are primarily located in regional malls, shopping
centers or on free-standing sites. Sporting goods merchandise and apparel
represent a small portion of the total merchandise in these stores and the
selection is often more limited than in other sporting goods
retailers.
Catalog and Internet-based
Retailers.
This category consists of numerous retailers that
sell a broad array of new and used sporting goods products via catalogs or the
Internet. We fall into this category.
We believe we compete successfully with
each of the competitors discussed above by focusing on what we believe are the
primary factors of competition in the skiwear industry. These factors
include experienced and knowledgeable personnel; customer service; breadth,
depth, price and quality of merchandise offered; and, advertising; effective
sales techniques.
Our principal immediate competitors are
www.skis.com;
www.goski.com
;
www.usoutdoorstore.com
; and
www.rei.com.
Marketing
We intend to market our website
primarily in Europe and in the United States through traditional sources such as
trade magazines, conventions and conferences, newspapers advertising,
billboards, telephone directories and flyers/mailers. We may utilize
inbound links that connect directly to our website from other sites. Potential
customers can simply click on these links to become connected to our website
from search engines and community and affinity sites.
We hope to develop a strong
relationship with our vendors. As of date of this prospectus we have
not developed any vendor relationships but intend to do so immediately upon
completion of our public offering. There is no assurance however that
we will develop any vendor relationships
Insurance
We do not maintain any insurance and do
not intend to maintain insurance in the future. Because we do not
have any insurance, if we are made a party of a products liability action, we
may not have sufficient funds to defend the litigation. If that
occurs a judgment could be rendered against us, which could cause us to cease
operations.
Employees;
Identification of Certain Significant Employees.
We are a development stage company and
currently have no employees, other than our sole officer and
director. We intend to hire additional employees on an as needed
basis.
Offices
Our principal executive office is
located at Level 39, One Exchange Square, 8 Connaught Place, Central, Hong Kong.
Our telephone number is 852 3101 7428 and our registered agent for service of
process is the National Registered Agents Inc. of NV, located at 1000 East
William Street, Suite 204, Carson City, Nevada 89701. Our office is
located in Central, Hong Kong, a business district of Hong Kong Island, in
offices occupied by several companies. As at November 2009, we will
incur a monthly cost of approximately $200. The office space is
currently adequate for our needs. If we grow and more space is
required, we intend to move our operations or rent additional space to
supplement our existing facility.
Government
Regulation
We are not currently subject to direct
federal, state or local regulation other than regulations applicable to
businesses generally or directly applicable to electronic
commerce. However, the Internet is increasingly
popular. As a result, it is possible that a number of laws and
regulations may be adopted with respect to the Internet. These laws
may cover issues such as user privacy, freedom of expression, pricing, content
and quality of products and services, taxation, advertising, intellectual
property rights and information security. Furthermore, the growth of
electronic commerce may prompt calls for more stringent consumer protection
laws. Several states have proposed legislation to limit the uses of personal
user information gathered online or require online services to establish privacy
policies. The Federal Trade Commission has also initiated action
against at least one online service regarding the manner in which personal
information is collected from users and provided to third parties. We
will not provide personal information regarding our users to third parties.
However, the adoption of such consumer protection laws could create uncertainty
in Web usage and reduce the demand for our products.
We not certain how business may be
affected by the application of existing laws governing issues such as property
ownership, copyrights, encryption and other intellectual property issues,
taxation, libel, obscenity and export or import matters. The vast
majority of such laws were adopted prior to the advent of the
Internet. As a result, they do not contemplate or address the unique
issues of the Internet and related technologies. Changes in laws
intended to address such issues could create uncertainty in the Internet market
place. Such uncertainty could reduce demand for services or increase the cost of
doing business as a result of litigation costs or increased service delivery
costs.
In addition, because our products are
available over the Internet in multiple states and foreign countries, other
jurisdictions may claim that we are required to qualify to do business in each
such state or foreign country. We are qualified to do business only
in Nevada. Our failure to qualify in a jurisdiction where it is
required to do so could subject it to taxes and penalties. It could
also hamper our ability to enforce contracts in such
jurisdictions. Currently, we are qualified to do business in
Nevada and will be qualified to do business in Hong Kong prior to commencing
operations. Other than Nevada and Hong Kong, we do not believe we
will have to qualify to do business in any other jurisdiction.
In Nevada, we are required to pay an
annual fee to the Nevada Secretary of State of $165. Nevada has no
corporate income taxes. That is why it is so attractive to do
business there.
Other than the foregoing, no
governmental approval is needed for the sale of our products in the United
States or the State of Nevada.
Every foreign corporation doing
business in Hong Kong must register as a foreign company under Part XI of the
Companies Ordinance (Cap. 32) and within 30 days of beginning operation register
the business under the provisions of Business Registrations Ordinance (Cap.
310). The total cost of the registration is approximately $250 which
will be paid from working capital following the completion of this public
offering.
Income tax in Hong Kong is called a
“profit tax”. We will be subject to the profit tax of approximately
16% and is predicated on gross profits.
MANAGEMENT
Officer
and director
Our sole director will serve until his
successor is elected and qualified. Our sole officer is elected by the board of
directors to a term of one (1) year and serves until his or his successor is
duly elected and qualified, or until he or she is removed from office. The board
of directors has no nominating, auditing or compensation
committees.
The name, address, age and position of
our present officer and director are set forth below:
|
Name
and Address
|
Age
|
Position(s)
|
|
Bradley
Miller
|
42
|
president,
principal executive officer, secretary,
|
|
1716
South Gary Avenue
|
|
treasurer,
principal financial officer, principal
|
|
Tulsa,
OK 74104
|
|
accounting
officer and sole member of the board of
|
|
|
|
directors.
|
The person named above has held his
offices/positions since inception of our company and are expected to hold his
offices/positions until the next annual meeting of our
stockholders.
Background of our sole officer and
director
Since our inception on December 18,
2009, Bradley Miller has been our president, principal executive officer,
secretary, treasurer, principal financial officer, principal accounting officer
and sole member of the board of directors.
Bradley Miller is the founder and
president of Venditio Corp., an international entertainment distribution company
with ties to Asia and Latin America. Venditio was founded in
2002. Mr. Miller is the founder and former CEO Sino Charter, Inc.
(now VLOV, Inc.). Prior to forming Venditio Corp. Mr. Miller was
Business Development director for Payments Group in Hong Kong and also held
management positions at MCI Worldcom and Wiltel Communications.
Throughout the late 1980s and 1990s he
held management positions within the aircraft industry including Mid-States
Aircraft, U.S. Airparts, and Precision Hose Technologies.
During the past five years, Mr. Miller
has not been the subject of the following events:
1. Any bankruptcy petition filed by or
against any business of which Mr. Miller was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that
time.
2. Any conviction in a criminal
proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not
subsequently reversed, suspended or vacated, or any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting Mr. Miller’s involvement in any type of business, securities
or banking activities.
4. Found by a court of competent
jurisdiction (in a civil action), the Securities and Exchange Commission or the
Commodity Future Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.
Audit
Committee Financial Expert
We do not have an audit committee
financial expert. We do not have an audit committee financial expert
because we believe the cost related to retaining a financial expert at this time
is prohibitive. Further, because we have no operations, at the
present time, we believe the services of a financial expert are not
warranted.
Conflicts of
Interest
The only conflict that we foresee are
that our sole officer and director will devote time to projects that do not
involve us.
EXECUTIVE
COMPENSATION
The following table sets forth the
compensation paid by us for the last three fiscal years ending December 31, 2009
for each or our officers. This information includes the dollar value of base
salaries, bonus awards and number of stock options granted, and certain other
compensation, if any. The compensation discussed addresses all
compensation awarded to, earned by, or paid or named executive
officers.
Executive
Officer Compensation Table
|
|
|
|
|
|
|
Non-
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
Equity
|
Deferred
|
All
|
|
|
Name
|
|
|
|
|
|
Incentive
|
Compensa-
|
Other
|
|
|
and
|
|
|
|
Stock
|
Option
|
Plan
|
tion
|
Compen-
|
|
|
Principal
|
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Earnings
|
sation
|
Total
|
|
Position
|
Year
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|
Bradley
Miller
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
President
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
We have no employment agreements with
any of our officers. We do not contemplate entering into any employment
agreements until such time as we begin profitable operations.
The compensation discussed herein
addresses all compensation awarded to, earned by, or paid to our named executive
officers.
There are no other stock option plans,
retirement, pension, or profit sharing plans for the benefit of our sole officer
and director other than as described herein.
Compensation
of Directors
The member of our board of directors is
not compensated for his services as a director. The board has not implemented a
plan to award options to any directors. There are no contractual arrangements
with any member of the board of directors. We have no director’s service
contracts. The following table sets forth compensation paid to our
sole director from inception on December 18, 2009 to our year end on December
31, 2009. Since that time we have not paid any compensation to Mr.
Miller either as an executive officer or as a director.
Director’s
Compensation Table
|
|
Fees
|
|
|
|
|
|
|
|
|
Earned
|
|
|
|
Nonqualified
|
|
|
|
|
or
|
|
|
Non-Equity
|
Deferred
|
|
|
|
|
Paid
in
|
Stock
|
Option
|
Incentive
Plan
|
Compensation
|
All
Other
|
|
|
|
Cash
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
|
Name
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|
|
|
|
|
|
|
|
|
|
Bradley
Miller
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Long-Term
Incentive Plan Awards
We do not have any long-term incentive
plans that provide compensation intended to serve as incentive for
performance.
Indemnification
Under our Articles of Incorporation and
Bylaws of the corporation, we may indemnify an officer or director who is made a
party to any proceeding, including a lawsuit, because of his position, if he
acted in good faith and in a manner he reasonably believed to be in our best
interest. We may advance expenses incurred in defending a proceeding. To the
extent that the officer or director is successful on the merits in a proceeding
as to which he is to be indemnified, we must indemnify him against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, only
by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.
Regarding indemnification for
liabilities arising under the Securities Act of 1933, which may be permitted to
directors or officers under Nevada law, we are informed that, in the opinion of
the Securities and Exchange Commission, indemnification is against public
policy, as expressed in the Act and is, therefore, unenforceable.
PRINCIPAL
STOCKHOLDERS
The following table sets forth, as of
the date of this prospectus, the total number of shares owned beneficially by
our directors, officers and key employees, individually and as a group, and the
present owners of 5% or more of our total outstanding shares. The table also
reflects what their ownership will be assuming completion of the sale of all
shares in this offering. The stockholders listed below have direct ownership of
their shares and possesses sole voting and dispositive power with respect to the
shares.
|
|
|
|
Number
of Shares
|
|
|
|
|
|
Outstanding
After
|
Percentage
of
|
|
|
|
|
the
Offering
|
Ownership
After
|
|
|
|
|
including
10,000,000
|
the
Offering
|
|
|
Number
of
|
|
shares
owned by
|
including
10,000,000
|
|
|
Shares
|
Percentage
of
|
Bradley
Miller
|
shares
owned by
|
|
|
Outstanding
|
Ownership
|
Assuming
all of
|
Bradley
Miller
|
|
Name
and Address
|
Before
|
Before
the
|
the
Shares are
|
Assuming
all of the
|
|
Beneficial
Owner [1]
|
the
Offering
|
Offering
|
Sold
|
Shares
are Sold
|
|
Bradley
Miller
|
10,000,000
|
100%
|
13,000,000
|
76.92%
|
|
1716
S. Gary Ave
|
|
|
|
|
|
Tulsa,
OK 74104
|
|
|
|
|
[1] The
person named above may be deemed to be a “parent” and “promoter” of our company,
within the meaning of such terms under the Securities Act of 1933, as amended,
by virtue of his/its direct and indirect stock holdings. Mr. Miller is the only
“promoter” of our company.
Future sales by existing
stockholders
A total of 10,000,000 shares of common
stock were issued to our sole officer and director, all of which are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Securities Act. Under Rule 144, the shares can be publicly
sold by affiliates, subject to volume restrictions and restrictions on the
manner of sale, commencing six months after their acquisition, provided the
Company was not a shell company when the shares were issued or prior
thereto. A shell company is a corporation with no or nominal assets
or its assets consist solely of cash and no or nominal
operations. Accordingly, Mr. Miller, our sole shareholder, may not
resell his shares under Rule 144 of the Act for a period on one year from the
date we are no longer a shell company and we have filed a Form 8-K with the SEC
and disclosed the information required by Item 5.06 thereof.
Shares purchased in this offering,
which will be immediately resalable. The resale of shares could have a
depressive effect on the market price should a market develop for our common
stock. There is no assurance a market will ever develop for our
common stock.
There is no public trading market for
our common stock. There are no outstanding options or warrants to purchase, or
securities convertible into, our common stock. There is one holder of record for
our common stock. The record holder is our sole officer and director, who owns
10,000,000 restricted shares of our common stock.
DESCRIPTION OF
SECURITIES
Common
Stock
Our authorized capital stock consists
of 100,000,000 shares of common stock, par value $0.00001 per share. The holders
of our common stock:
* have
equal ratable rights to dividends;
|
|
*
|
are
entitled to share ratably in all of our assets available for distribution
to holders of common stock upon liquidation, dissolution or winding up of
our affairs;
|
|
|
*
|
do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
and
|
|
|
*
|
are
entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.
|
We refer you to our Articles of
Incorporation, Bylaws and the applicable statutes of the State of Nevada for a
more complete description of the rights and liabilities of holders of our
securities.
Non-cumulative
voting
Holders of shares of our common stock
do not have cumulative voting rights, which means that the holders of more than
50% of the outstanding shares, voting for the election of directors, can elect
all of the directors to be elected, if they so choose, and, in that event, the
holders of the remaining shares will not be able to elect any of our directors.
After this offering is completed, assuming the sale of all of the shares of
common stock, Bradley Miller, our sole officer and directors, will own
approximately 76.92% of our outstanding shares.
Cash
dividends
As of the date of this prospectus, we
have not paid any cash dividends to stockholders. The declaration of any future
cash dividend will be at the discretion of our board of directors and will
depend upon our earnings, if any, our capital requirements and financial
position, our general economic conditions, and other pertinent conditions. It is
our present intention not to pay any cash dividends in the foreseeable future,
but rather to reinvest earnings, if any, in our business
operations.
Preferred
Stock
We are authorized to issue 100,000,000
shares of preferred stock with a par value of $0.00001 per share. The terms of
the preferred shares are at the discretion of the board of directors. Currently
no preferred shares are issued and outstanding.
Anti-takeover
provisions
There are no Nevada anti-takeover
provisions that may have the affect of delaying or preventing a change in
control.
Reports
After we complete this offering, we
will not be required to furnish you with an annual report. Further, we will not
voluntarily send you an annual report. We will be required to file reports with
the SEC under section 15(d) of the Securities Act. The reports will be filed
electronically. The reports we will be required to file are Forms 10-K, 10-Q,
and 8-K. You may read copies of any materials we file with the SEC at the SEC’s
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain
copies of the reports we file electronically. The address for the Internet site
is www.sec.gov.
Stock
transfer agent
Our stock transfer agent for our
securities will be Pacific Stock Transfer Company, 4045 South Spencer Street,
Suite 403 Las Vegas, NV 89119. Its telephone number is
(702) 361-3033.
CERTAIN
TRANSACTIONS
On December 18, 2009, we issued a total
of 10,000,000 shares of restricted common stock to Bradley Miller, our sole
officer and director in consideration of $100.
Further, Mr. Miller has advanced funds
to us for our legal, audit, filing fees, general office administration and cash
needs. As of the date of this prospectus, Mr. Miller has advanced us
$30,000. Mr. Miller may be repaid from the proceeds of this
offering. The obligation to Mr. Miller is in the form of a one year
note payable that bears 4% interest.
LITIGATION
We are not a party to any pending
litigation and none is contemplated or threatened.
EXPERTS
Our financial statements for the period
from inception to December 31, 2009, included in this prospectus have been
audited by MaloneBailey, LLP, Independent Public Accountants, 10350 Richmond
Avenue, Suite 800, Houston, Texas 77042, telephone (713) 343-4200 as set forth
in their report included in this prospectus. Their report is given upon their
authority as experts in accounting and auditing.
LEGAL MATTERS
The Law Office of Conrad C. Lysiak,
P.S. 601 West First Avenue, Suite 903, Spokane, Washington 99201, telephone
(509) 624-1475 passed on the legality of the shares being offered in this
prospectus.
FINANCIAL
STATEMENTS
Our fiscal year end is December 31. We
will provide audited financial statements to our stockholders on an annual
basis; the statements will be prepared by a firm of Chartered
Accountants.
Our financial statements from inception
to December 31, 2009 (audited) immediately follow:
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
|
|
|
Balance
Sheet as of December 31, 2009
|
F-2
|
|
|
|
|
Statement
of Expenses for the period from December 18, 2009 (inception) to December
31, 2009
|
F-3
|
|
|
|
|
Statement
of Stockholders’ Deficit for the period from December 18, 2009 (inception)
to December 31, 2009
|
F-4
|
|
|
|
|
Statement
of Cash Flows for the period from December 18, 2009 (inception) to
December 31, 2009
|
F-5
|
|
|
|
|
Notes
to the Financial Statements – December 31, 2009
|
F-6
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The
Board Of Directors
Eastern
World Solutions, Inc.
(Development
Stage Company)
Tulsa,
Oklahoma
We have
audited the accompanying balance sheets of Eastern World Solutions, Inc. (a
development stage company) as of December 31, 2009 and the related statements of
expenses, stockholders' deficit, and cash flows for the period from inception
(December 18, 2009) through December 31, 2009, These financial statements are
the responsibility of Eastern World Solutions, Inc. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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 position of Eastern World Solutions,
Inc. as of December 31, 2009 and the results of its operations and its cash
flows for the period then ended in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that Eastern World
Solutions, Inc. will continue as a going concern. As discussed in Note 1 to the
financial statements, Eastern World Solutions, Inc. has a working capital
deficiency, which raises substantial doubt about its ability to continue as a
going concern. Management's plans regarding those matters also are described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty
MALONEBAILEY,
LLP
MaloneBailey,
LLP
www.malonebailey.com
Houston,
TX
January
21, 2010
F-1
|
|
|
(A
DEVELOPMENT STAGE ENTERPRISE)
|
|
BALANCE
SHEET
|
|
DECEMBER 31,
2009
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
Cash
|
$
|
20,005
|
|
|
Prepaid
legal
|
|
10,000
|
|
|
|
TOTAL
ASSETS
|
|
30,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
$
|
30,005
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDER'S DEFICIT
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
Accrued
interest
|
|
30
|
|
|
Related
party payable
|
|
30,000
|
|
|
|
TOTAL LIABILITIES
|
|
30,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
-
|
|
|
|
|
|
|
|
STOCKHOLDER'S
DEFICIT
|
|
|
|
|
Preferred
stock, $0.00001 par value; 100,000,000 shares authorized,
|
|
|
|
|
|
no
shares issued and outstanding
|
|
-
|
|
|
Common
stock, $0.00001 par value; 100,000,000 shares authorized,
|
|
|
|
|
|
10,000,000
shares issued and outstanding
|
|
100
|
|
|
Additional
paid-in capital
|
|
-
|
|
|
Accumulated
deficit
|
|
(125)
|
|
|
|
TOTAL
STOCKHOLDER'S DEFICIT
|
|
(25)
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDER'S DEFICIT
|
$
|
30,005
|
The
accompanying notes are an integral part of these financial
statements.
F-2
|
EASTERN
WORLD SOLUTIONS, INC.
|
|
(A
DEVELOPMENT STAGE ENTERPRISE)
|
|
STATEMENT
OF EXPENSES
|
|
|
|
|
|
|
|
From
December 18,
|
|
|
|
2009
(Inception)
|
|
|
|
to
December 31,
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
Bank
Fees
|
|
95
|
|
|
|
Total
Expenses
|
|
95
|
|
|
|
|
|
LOSS
FROM OPERATIONS
|
|
(95)
|
|
|
|
|
|
OTHER
EXPENSE
|
|
|
|
|
Interest
expense
|
|
(30)
|
|
|
|
Total
Other Expense
|
|
(30)
|
|
|
|
|
|
LOSS
BEFORE TAXES
|
|
(125)
|
|
|
|
|
|
|
|
INCOME
TAX EXPENSE
|
|
-
|
|
|
|
|
|
|
|
NET
LOSS
|
$
|
(125)
|
|
|
|
|
|
|
|
BASIC
AND DILUTED NET LOSS PER COMMON SHARE
|
$
|
(0.00)
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF
|
|
|
|
|
COMMON
SHARES OUTSTANDING,
|
|
|
|
|
BASIC
AND DILUTED
|
|
10,000,000
|
The
accompanying notes are an integral part of these financial
statements.
F-3
|
EASTERN
WORLD SOLUTIONS, INC.
|
|
(A
DEVELOPMENT STAGE ENTERPRISE)
|
|
STATEMENT OF STOCKHOLDER'S
DEFICIT
|
|
|
|
|
|
|
Additional
|
|
|
|
Total
|
|
|
Common
Stock
|
|
Paid-In
|
|
Accumulated
|
|
Stockholder’s
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 18, 2009
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued in private placement
|
|
|
|
|
|
|
|
|
|
|
|
for
cash at $0.00001 per share
|
10,000,000
|
|
100
|
|
-
|
|
-
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year ended November 30, 2006
|
-
|
|
-
|
|
-
|
|
(125)
|
|
(125)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2009
|
10,000,000
|
$
|
-
|
$
|
-
|
$
|
(125)
|
$
|
(25)
|
The
accompanying notes are an integral part of these financial
statements.
F-4
|
|
|
(A
DEVELOPMENT STAGE ENTERPRISE)
|
|
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
From
December 18,
|
|
|
|
2009
(Inception)
|
|
|
|
to
December 31,
|
|
|
|
2009
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
Net
loss
|
$
|
(125)
|
|
|
Adjustments
to reconcile net loss to net cash
|
|
|
|
|
|
used
by operations:
|
|
|
|
|
|
Changes
in:
|
|
|
|
|
|
Prepaids
|
|
(10,000)
|
|
|
|
Accrued
interest, related parties
|
|
30
|
|
Net
cash used by operating activities
|
|
(10,095)
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
-
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
Proceeds
from borrowing, related parties
|
|
30,000
|
|
|
|
Proceeds
from sales of stock
|
|
100
|
|
Net
cash provided by financing activities
|
|
30,100
|
|
|
|
|
|
NET
INCREASE IN CASH
|
|
20,005
|
|
|
|
|
|
CASH
- Beginning of period
|
|
-
|
|
|
|
|
|
CASH
- End of period
|
$
|
20,005
|
|
|
|
|
|
SUPPLEMENTAL
CASH FLOW DISCLOSURES:
|
|
|
|
|
Interest
paid
|
$
|
-
|
|
|
Income
taxes paid
|
$
|
-
|
The
accompanying notes are an integral part of these financial
statements.
F-5
Eastern
World Solutions Inc.
(A
Development Stage Company)
Notes
to Financial Statements
NOTE
1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES.
Eastern
World Solutions Inc. (the “Company”) was incorporated on December 18th, 2009 in
Nevada and its fiscal year end is December 31, 2009. The Company is a
Development Stage Company as defined by Statement of Financial Accounting
Standard ASC 915-15 Accounting and Reporting by Development Stage
Enterprises. The Company is currently seeking funding in order to
begin operations that will include an office, a website, and business
development activities focused on developing business ties with international
textile distributors and manufacturers.
The
principal business of the Company is a relationship based import/export of
textiles and consumer goods in Asia, Europe and the United States.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. While it is believed that such estimates
are reasonable, actual results could differ significantly from those
estimates.
Cash and Cash
Equivalents
The
Company considers all highly liquid investments and short-term debt instruments
with original maturities of three months or less to be cash
equivalents.
Loss Per
Share
Basic and
diluted net loss per share calculations are presented in accordance with
Financial Accounting Standards Statement 128, and are calculated on the basis of
the weighted average number of common shares outstanding during the year. They
include the dilutive effect of common stock equivalents in years with net
income. Basic and diluted loss per share is the same due to the absence of
common stock equivalents.
Income
Taxes
The
Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered. The Company provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.
F-6
Fair Value of Financial
Instruments
The
Company’s financial instruments consist mainly of cash and cash equivalents,
accrued expenses and notes payable. The carrying amounts of the
Company’s cash and cash equivalents, accrued expenses and notes payable
approximate fair value due to the short-term nature of these
instruments.
Accounting
Pronouncements
The
Company does not believe the adoption of recently issued accounting
pronouncements will have an impact on The Company’s financial position, results
of operations, or cash flows.
NOTE
2 – GOING CONCERN
The
Company has incurred a net loss, has a negative working capital and has negative
cash flows from operations. These conditions raise substantial doubt
as to the Company’s ability to continue as a going concern. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
To
address the Company’s financial situation, management has established plans
designed to increase the sales of the Company’s products and decrease
debt. The Company plans on continuing to reduce expenses, and with
small gains in any combination of network sales, direct sales, international
sales, and warehouse sales, management believes that they will eventually be
able to reverse their present financial position. Management intends
to seek additional capital from new equity securities offerings that will
provide funds needed to increase liquidity, fund internal growth and fully
implement its business plan. Management plans include negotiations to
convert significant portions of existing debt into equity.
NOTE
3 – CAPITAL STOCK
In its
initial capitalization on December 21, 2009, the Company issued 10,000,000
common shares for $100 cash to its founder.
NOTE
4 - RELATED PARTY TRANSACTIONS
On
December 21, 2009, the CEO of the Company Bradley Miller loaned the company
$30,000 at 4% interest and due on demand. This note is
unsecured.
NOTE
5 – INCOME TAX
Eastern
World Solutions has incurred losses since its inception and, therefore, has not
been subject to federal income taxes. As of December 31, 2009,
Nicaragua Rising had net operating losses of $125 which expire in
2028.
F-7
NOTE
6 - COMMITMENTS
The
Company rents virtual office space in Hong Kong for $230 per month, on a
month-to-month basis.
NOTE
7 - SUBSEQUENT EVENTS
Eastern
World Solutions Inc. has evaluated all events subsequent to December 31, 2009
through January 21, 2010 and concluded that there are no significant or material
transactions to be reported for the period from January 1, 2010 to January 21,
2010.
F-8
Until ________________, 2010, ninety
days after the date of this prospectus, all dealers effecting transactions in
our registered securities, whether or not participating in this distribution,
may be required to deliver a prospectus. This is in addition to the obligation
of dealers to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
PART
II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
13. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION.
The estimated expenses of the offering
(assuming all shares are sold), all of which are to be paid by the registrant,
are as follows:
|
SEC
Registration Fee
|
$
|
10.70
|
|
Printing
Expenses
|
|
200.00
|
|
Accounting
Fees and Expenses
|
|
9,089.30
|
|
Legal
Fees and Expenses
|
|
20,000.00
|
|
Blue
Sky Fees/Expenses
|
|
500.00
|
|
Transfer
Agent Fees
|
|
200.00
|
|
TOTAL
|
$
|
30,000.00
|
ITEM
14. INDEMNIFICATION OF DIRECTORS AND
OFFICERS.
The only statute, charter provision,
bylaw, contract, or other arrangement under which any controlling person,
director or officer of the Registrant is insured or indemnified in any
manner
against
any liability which he may incur in his capacity as such, is as
follows:
|
1.
|
Article
3 of the Articles of Incorporation of the company, filed as Exhibit 3.1 to
the Registration Statement.
|
|
2.
|
Article
X of the Bylaws of the company, filed as Exhibit 3.2 to the Registration
Statement.
|
|
3.
|
Nevada
Revised Statutes, Chapter 78.
|
The general effect of the foregoing is
to indemnify a control person, officer or director from liability, thereby
making the company responsible for any expenses or damages incurred by such
control person, officer or director in any action brought against them based on
their conduct in such capacity, provided they did not engage in fraud or
criminal activity.
ITEM
15. RECENT SALES OF UNREGISTERED
SECURITIES.
Since inception, the Registrant has
sold the following securities that were not registered under the Securities Act
of 1933, as amended.
|
Name
and Address
|
Date
|
Shares
|
Consideration
|
|
Bradley
Miller
|
December
18, 2009
|
10,000,000
|
$
|
100.00
|
|
1716
South Gary Ave.
|
|
|
|
|
|
Tulsa,
Oklahoma 74104
|
|
|
|
|
We issued the foregoing restricted
shares of common stock to our sole officer and director pursuant to the
exemption from registration contained in Section 4(2) of the Securities Act of
1933. Mr. Miller was supplied with the same information that could be
found in a Form S-1 registration statement and is a sophisticated
investor.
ITEM
16.
EXHIBITS
.
The following exhibits are filed as
part of this registration statement, pursuant to Item 601 of Regulation
S-K.
|
Exhibit
No.
|
Document
Description
|
|
3.1
|
Articles
of Incorporation.
|
|
3.2
|
Bylaws.
|
|
4.1
|
Specimen
Stock Certificate.
|
|
5.1
|
Opinion
of The Law Office of Conrad C. Lysiak, P.S.
|
|
23.1
|
Consent
of MaloneBailey, LLP Registered Public Accounting Firm.
|
|
23.2
|
Consent
of The Law Office of Conrad C. Lysiak, P.S.
|
|
99.1
|
Subscription
Agreement.
|
ITEM
17. UNDERTAKINGS.
A.
The
undersigned Registrant hereby undertakes:
(1) To file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement to:
(a) include
any prospectus required by Section 10(a)(3) of the Securities Act;
(b) reflect
in the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
(c) include
any additional or changed material information with respect to the plan of
distribution.
(2) That, for the
purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) To provide to
the underwriters at the closing specified in the underwriting agreement
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.
(5) For purposes
of determining any liability under the Securities Act, the information omitted
from the form of prospectus filed as part of a registration statement in
reliance upon Rule 430A and contained in the form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of the registration statement as of the time it was
declared effective.
(6) For the
purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(7) For the
purpose of determining liability under the Securities Act to any
purchaser:
Each prospectus filed pursuant to
Rule 424(b) under the Securities Act as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A (§§230.430A of this
chapter), shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness.
Provided however,
that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
(8) For the
purpose of determining liability of the registrant under the Securities Act to
any purchaser in the initial distribution of securities:
The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(a) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424 of this
chapter;
(b) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(c) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(d) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
B.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer 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. In the event that a claim for
indemnification against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
C.
To
provide to the underwriter at the closing specified in the Underwriting
Agreement certificates in such denominations and registered in such names as
required by the underwriter to permit prompt delivery to each
purchaser.
D.
The
undersigned Registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the
purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized on this 22
nd
day
of January 2010.
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EASTERN
WORLD SOLUTIONS INC.
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BY:
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BRADLEY
MILLER
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Bradley
Miller
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President,
Principal Executive Officer, Principal Financial Officer, Principal
Accounting Officer, Secretary, Treasurer and sole member of the Board of
Directors
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KNOW ALL MEN BY THESE PRESENT, that
each person whose signature appears below constitutes and appoints Bradley
Miller as true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendment (including post-effective amendments)
to this registration statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
or blue sky filings, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying the confirming all that said
attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Form S-1 Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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BRADLEY
MILLER
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President,
Principal Executive Officer, Principal
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January
22, 2010
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Bradley
Miller
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Financial
Officer, Principal Accounting Officer, Secretary, Treasurer and sole
member of the Board of Directors
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EXHIBIT
INDEX
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Exhibit
No.
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Document
Description
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3.1
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Articles
of Incorporation.
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3.2
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Bylaws.
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4.1
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Specimen
Stock Certificate.
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5.1
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Opinion
of The Law Office of Conrad C. Lysiak, P.S., regarding the legality of the
Securities being registered.
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23.1
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Consent
of MaloneBailey, LLP Registered Public Accounting Firm.
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23.2
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Consent
of The Law Office of Conrad C. Lysiak, P.S.
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99.1
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Subscription
Agreement.
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