Registration No.  _____________


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

PUB CRAWL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Nevada
7389
(State or Other Jurisdiction of Organization)
(Primary Standard Industrial Classification Code)
_________________

PUB CRAWL HOLDINGS, INC.
National Registered Agents Inc. of NV
801 West Bay Drive, Suite 470
1000 East Williams Street, Suite 204
Largo, Florida  33770
Carson City, Idaho 89701
(727) 330-2731
(800) 550-6724
(Address and telephone number of registrant’s executive office)
(Name, address and telephone 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
 
Aggregate
 
Registration
Registered
Registered
 
Per Share
 
Offering Price
 
Fee [1]
 
             
Common Stock by Selling
Shareholders
40,000,000
$
0.0135
$
540,000
$
73.66
 
             
Total
40,000,000
$
0.0135
$
540,000
$
73.66

[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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.






















Prospectus

PUB CRAWL HOLDINGS, INC.
40,000,000 Shares of Common Stock by Selling Shareholders

We are registering for sale by selling shareholders 40,000,000 shares of common stock. We will not receive any proceeds from the shares sold by the selling shareholders.

The resale of these shares is not being underwritten.  We will not receive any of the proceeds from the sale of those shares being sold by the selling stockholders.  The selling stockholders may sell or distribute the shares, from time to time, depending on market conditions and other factors, through underwriters, dealers, brokers or other agents, or directly to one or more purchasers.  The selling stockholders will offer their shares at prevailing market prices or privately negotiated prices.  We are paying all expenses incidental to the registration of the shares.

Our common stock has been listed on the Financial Industry Regulatory Authority’s (“FINRA”) OTC Bulletin Board (“OTC BB”) under the symbol “PBCW” and has traded on a limited basis.  The last reported sales price per share of our common stock as reported on the OTC BB on June 10, 2013 was $0.0135.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 5 to read about factors you should consider before buying shares of our common stock.

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’s illegal to tell you otherwise.


















The date of this prospectus is ____________________.



TABLE OF CONTENTS

 
Page No.
 
 
5
 
 
6
 
 
12
 
 
12
 
 
12
 
 
12
 
 
15
 
 
21
 
 
23
 
 
27
 
 
28
 
 
30
 
 
31
 
 
33
 
 
33
 
 
33
 
 
33
 
 
34







SUMMARY OF OUR OFFERING

Our Business

We were incorporated in the State of Nevada on May 27, 2010 to operate as an Internet-based company specializing in providing information on happy hours, drink specials, nightly specials and “pub crawls” for bars and restaurants in San Diego, California.  On November 28, 2012 we acquired all of the issued and outstanding common stock of Mobile Dynamic Marketing, Inc. (“MDM”) a Florida Corporation and changed our business to designing and selling mobile apps for smart phones and other mobile platforms such as tablets.

We have no revenues, have achieved losses since inception, have limited operations, have been issued a going concern opinion by our auditors and currently rely upon the sale of our securities to fund operations.

We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause us to change our plans.

Business Development Summary

We were incorporated as Pub Crawl Holdings, Inc. in the state of Nevada on May 27, 2010. On June 14, 2010, we entered into an Assignment Agreement (the “Acquisition”) with PB PubCrawl.com, LLC (“PubCrawl”), a California limited liability company, whereby we acquired a 100% interest in the member shares of PubCrawl in exchange for 5,000,000 shares of our common stock.

Acquisition of Mobile Dynamic Marketing, Inc.

On November 28, 2012, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Mobile Dynamic Marketing, Inc. (“MDM”) a Florida corporation, and the shareholders of MDM (the “Shareholders”).   On November 28, 2012, in accordance with the Exchange Agreement dated November 28, 2012, we acquired all of the issued and outstanding shares of MDM.  In exchange for all of the issued and outstanding shares of MDM, the Shareholders received 85,000,000 shares of our common stock, which represented approximately 73.60% of our outstanding common stock.

The offering

Following is a brief summary of this offering:

Securities being offered
40,000,000 shares of common stock by the selling shareholders.
Offering price per share
At the market price by selling shareholders.
Offering period
The shares are being offered for a period not to exceed 270 days.
Number of common shares outstanding
before the offering
135,500,000
Number of common shares outstanding
after the offering if all of the shares are sold
135,500,000


Selected financial data

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

   
As of
 
As of
 
As of
   
March 31, 2013
 
December 31, 2012
 
June 30, 2011
   
(Unaudited)
 
(Audited)
 
(Audited)
Balance Sheet
           
 
Total Assets
$
93,230
$
103,266
$
5,820
 
Total Liabilities
$
575,866
$
420,770
$
236,217
 
Stockholders’ Deficit
$
(482,636)
$
(317,504)
$
(230,397)
             
   
Three months Ended
 
Year Ended
 
Year Ended
   
March 31, 2013
 
December 31, 2012
 
June 30, 2011
   
(Unaudited)
 
(Audited)
 
(Audited)
Income Statement
           
 
Revenue
$
50,000
$
0
$
3,018
 
Total Expenses
$
(147,510)
$
317,504
$
119,528
 
Net Loss
$
(240,132)
$
(317,504)
$
(124,343)


RISK FACTORS

Please consider the following risk factors before deciding to invest in our common stock.  All material risk factors have been addressed. Risks associated with Pub Crawl Holdings, Inc.:

Risks Related to Our Business

1.    We are a development stage company organized in May 2010 and have recently commenced operations, making an evaluation of us extremely difficult. At this stage, even with our good faith efforts, there is nothing on which to base an assumption that we will become profitable or generate any significant amount of revenues.

We were incorporated in May 2010 as a Nevada corporation. As a result of our start-up operations we have; (i) generated no revenues, (ii) accumulated deficit of $557,636 for the period ended March 31, 2013, and (iii) we have incurred a net loss of $240,132 for the three month period ended March 31, 2013 We have been focused on organizational, start-up activities and business plan development since we incorporated. Although we have commenced the development of our website and marketing strategy, there is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our product, the level of our competition and our ability to attract and maintain key management and employees. We do not presently have a market-ready product and we currently do not have any customers. As such, we have generated no revenues.



2.    We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.  As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.”

3.    Even if we no longer qualify as an “emerging growth company”, we may still be subject to reduced reporting requirements so long as we are considered a “Smaller Reporting Company.”

Many of the exemptions available for emerging growth companies are also available to smaller reporting companies like us that have less than $75 million of worldwide common equity held by non-affiliates.  So, although we may no longer qualify as an emerging growth company, we may still be subject to reduced reporting requirements.

4.    Our auditor’s report reflects the fact that our ability to continue as a going concern is dependent upon our ability to raise additional capital from the sale of common stock and, ultimately the achievement of significant operating revenues. If we are unable to continue as a going concern, you will lose your investment.

Additionally, our auditor’s report reflects that our ability to continue as a going concern is dependent upon our ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. If we are unable to continue as a going concern, you will lose your investment. You should not invest in this offering unless you can afford to lose your entire investment.



5.    We will be competing with better established companies.

We will not be the first company to attempt to design and sell apps for mobile devices. There are other companies whose contacts and expertise may be more advanced than ours, and whose methods of marketing and resale may be more cost-effective. Further, we will be facing competition from better established companies, which may have better local, regional and national connections, and whose efforts produce larger sales and revenues.

6.    We may partner with mobile operators to market and distribute our services and thus to generate our revenues. The loss of, a change in or the failure to create any significant mobile operator relationships would cause us to lose access to their subscribers and thus materially reduce our revenues.

We may sell our application offerings primarily through direct sales to mobile operators. Our future success is highly dependent upon creating and maintaining successful relationships with mobile operators and establishing strong mobile operator relationships. Our failure to create and maintain relationships, or a significant reduction in revenues from, one or more of these mobile operators would materially reduce our revenues and thus harm our business, operating results and financial condition.

7.    Because a substantial portion of our revenues would be derived from third party mobile operators, if any of our significant mobile operators are unable to fulfill their payment obligations, our financial condition and results of operations would suffer.

If any of our future customers are unable to fulfill their payment obligations to us under their contracted agreements, our revenues and cash flows could decline significantly and our financial condition could be harmed. In addition, recent disruptions in national and international credit markets have led to a scarcity of credit, tighter lending standards and higher interest rates on consumer and business loans. Continued disruptions in credit markets may materially limit consumer credit availability and restrict credit availability of mobile operators, which may also impact their ability to fulfill their payment obligations.

8.    If one or more of our apps is found to contain hidden or objectionable content, our reputation and operating results could suffer.

We do not currently have a market-ready app and currently have no customers, but hidden content may be included in our future apps by an employee who was not authorized to do so or by an outside developer or supplier without our knowledge. This hidden content may contain profanity and sexually explicit or otherwise objectionable material. Our design, programming process and the constraints on the file size of our services would reduce the possibility of hidden, objectionable content appearing in the apps we publish. Nonetheless, these processes and constraints may not prevent this content from being included in our future apps. If our apps are found to contain hidden or objectionable content, our customers could refuse to sell it and consumers could refuse to buy it or demand a refund of their money. This could have a materially negative impact on our business, operating results and financial condition. In addition, our reputation could be harmed, which could impact sales of other apps we may intend to sell. If any of these consequences were to occur, our business, operating results and financial condition could be significantly harmed.




9.    Mobile subscriber tastes are continually changing and are often unpredictable; if we fail to develop apps that achieve market acceptance, our sales could suffer.

Our business will depend on apps that mobile operators will offer and mobile subscribers will buy. We must invest significant resources in research and development, as well as programming, design and marketing. Our success depends, in part, on unpredictable and volatile factors beyond our control including end-user preferences, competing companies and the availability of other apps. If we are not responsive to the requirements of our future mobile operator customers, the demands and preferences of mobile subscribers, or they are not brought to market in a timely and effective manner, our business, operating results and financial condition could be harmed. Even if our services are successfully introduced and initially adopted, a subsequent shift in our mobile operator customers could cause a decline in popularity that could materially reduce our revenues and harm our business, operating results and financial condition.

10.    We may not be able to adequately protect our intellectual property, which may facilitate the development of competing services by others.

At this time our only intellectual property is the source code which is being written to run our first application.  We will rely on a combination of trade secret and copyright laws, restrictions on disclosure, to protect it and any other intellectual property rights which may develop during the time of and upon completion of our initial source code. Despite our efforts to protect our source code and any other proprietary rights which may develop, third parties may copy or otherwise obtain and use our apps or technology. The laws of some foreign countries do not protect our proprietary rights to as great an extent as the laws of the United States. If we fail to adequately protect our intellectual property rights, it will be easier for our competitors to sell competing apps.

11.    Our services may infringe on the intellectual property rights of third parties, which may result in lawsuits and prohibit us from selling our services or subject us to litigation costs and monetary damages.

There is a risk that third parties have filed or will file applications for, or have received or will receive, patents or obtain additional intellectual property rights relating to materials or processes that we use or propose to use. As a result, from time to time, third parties may assert patent or other intellectual property rights to technologies that are used in our services or are otherwise important to us. In addition, third parties may assert claims or initiate litigation against us or our manufacturers, suppliers, customers or partners with respect to existing or future services or other proprietary rights. We generally undertake to indemnify our customers and partners against intellectual property infringement claims asserted against them with respect to the services we sell to, or distribute through, them. Any claims against us or customers or partners that we indemnify against intellectual property claims, with or without merit, may be time-consuming, result in costly litigation or monetary damages and diversion of technical and management personnel, or require us to develop non-infringing technology. If a claim is successful, we may be required to obtain a license from the parties claiming the infringement. If we are unable to obtain a license, we may be unable to market our affected services. Limitations on our ability to market our services and delays and costs associated with monetary damages and redesigns in compliance with an adverse judgment or settlement would harm our business.




12.    Economic conditions and any associated impact on consumer spending could have a material adverse effect on our business, results of operations and financial condition.

We are subject to macroeconomic fluctuations in the United States and worldwide economy, including those that impact discretionary consumer spending. Continued economic uncertainty and reductions in discretionary consumer spending may result in reductions in sales of our mobile personalization services, which would adversely affect our business, results of operations and our financial condition. If these issues persist, or if the economy continues this prolonged period of decelerating growth or recession, our results of operations may be harmed.

13.    Our present limited operations have not yet proven profitable.

To date we have not shown a profit in our operations. We do not presently have a market-ready product, and we currently do not have any customers. We cannot assure that we will achieve or attain profitability in 2012 or at any other time. If we cannot achieve operating profitability, we may not be able to meet our working capital requirements, which will have a material adverse effect on our business operating results and financial condition

14.    We are significantly dependent on our officers and directors, who lack experience running a public company. The loss or unavailability our officers and directors would have an adverse effect on our business, operations and prospects in that we may not be able to obtain new management under the same financial arrangements, which could result in a loss of your investment.

Our business plan is significantly dependent upon the abilities and continued participation of our officers and directors.   They would be difficult to replace at such an early stage of development. The loss by or unavailability to us of their services would have an adverse effect on our business, operations and prospects, in that our inability to replace them could result in the loss of one’s investment.

In the event that we are unable to locate or employ personnel to replace our officers and directors, we would be required to cease pursuing our business opportunity, which would result in a loss of your investment.

15.    Our officers and directors have no experience in running a public company. The lack of experience in operating a public company could impact our return on investment, if any.

As a result of our reliance on our officers and directors, and their lack of experience in operating a public company, our investors are at risk in losing their entire investment.  We intend to hire additional personnel in the future, when sufficiently capitalized, who would have the experience required to manage our company, such management is not anticipated until the occurrence of future financing.  Until such management is in place, we are reliant upon our officers and directors to make the appropriate management decisions.

16.    Since two stockholders beneficially own the majority of our outstanding common shares, they will retain the ability to control our management and the outcome of corporate actions requiring stockholder approval notwithstanding the overall opposition of our other stockholders.



 
- 10 -

Our officers and directors own approximately 73.60% of our outstanding common stock.  As a consequence, they will retain the ability to elect a majority of our board of directors, and thereby control our management. These individuals will also initially have the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, going private transactions, and other extraordinary transactions. The concentration of ownership by these individuals could discourage investments in our company, which might have a negative impact on the value of our securities.

17.    As a result of our officers’ and directors’ majority ownership of our outstanding common shares, they control our issuance of securities.

As a consequence of our officers’ and directors’ controlling stock ownership position, acting alone they will be able to authorize the issuance of securities that may dilute and otherwise adversely affect the rights of purchasers of stock. Additionally, they may authorize the issuance of these securities to anyone they wish, including themselves and their affiliates at prices significantly less than the market price of the shares.

18.    We will require additional financing in order to implement our business plan. In the event we are unable to acquire additional financing, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of your investment.

Due to our start-up nature, we will have to incur the costs of website and marketing development, and all other associated fees. To fully implement our business plan we will require additional funding.  We plan to raise additional funds through private placements, registered offerings, debt financing or other sources to maintain and expand our operations. Adequate funds for this purpose on terms favorable to us may not be available, and if available, on terms significantly more adverse to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementing our business plan, and our stockholders will lose part or all of their investment.

19.    Because our common stock is deemed a low-priced “Penny Stock”, an investment in our common stock should be considered high risk and subject to marketability restrictions.

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

·
Deliver to the customer, and obtain a written receipt for, a disclosure document;
·
Disclose certain price information about the stock;
·
Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
·
Send monthly statements to customers with market and price information about the penny stock; and
·
In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.


 
- 11 -

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.


USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of common stock by the selling shareholders.  All proceeds from the sale of shares of common stock by selling shareholders will be received by the selling shareholders.


DETERMINATION OF OFFERING PRICE

The selling stockholders will sell their shares at prevailing market prices on the over the counter bulletin board or privately negotiated prices.  Consequently, we cannot determine what the actual value of our common stock will be either now or at the time of sale.  We will not receive proceeds from the sale of shares from the selling stockholders.


DILUTION

Since all of the shares of common stock being registered are already issued and outstanding, no dilution will result from this offering.


PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

There are two selling shareholders. They may be deemed underwriters. They may sell some or all of their common stock in one or more transactions, including block transactions:

 
1.
On such public markets or exchanges as the common stock may from time to time be trading;
 
2.
In privately negotiated transactions;
 
3.
Through the writing of options on the common stock;
 
4.
In short sales; or
 
5.
In any combination of these methods of distribution.

The selling stockholders will sell their shares at prevailing market prices on the over-the-counter bulletin board or privately negotiated prices.  Consequently, we cannot determine what the actual value of our common stock will be either now or at the time of sale.  The sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale.  In these circumstances, the sales price to the public may be:

 
1.
The market price of our common stock prevailing at the time of sale;
 
2.
A price related to such prevailing market price of our common stock; or
 
3.
Such other price as the selling shareholders determine from time to time.

 
- 12 -

The shares may also be sold in compliance with the Securities and Exchange Commission’s Rule 144 provided the Rule is available to our shareholders.  Currently it is not.  Under Rule 144 shares of our common stock can be resold by non-affiliates commencing six months after their acquisition and by affiliates, subject to volume restrictions and restrictions on the manner of sale, commencing six months after their acquisition, provided we were 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.   Rule 144 will be available for resale of our shares of common stock after November 30, 2013.
 
 
The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker’s or dealer’s commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. We are bearing all costs relating to the registration of the common stock, estimated to be approximately $20,000. The selling shareholders, however, will pay commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may among other things:

1.  Not engage in any stabilization activities in connection with our common stock;

2.  Furnish each broker or dealer through which common stock may be offered, such as copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

3.  Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934.

There is no assurance that any of the selling shareholders will sell any or all of the shares offered by them. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met.


 
- 13 -

Of the 135,500,000 shares of common stock outstanding as of June 10, 2013, 80,000,000 are owned by our officers and directors and may only be resold pursuant to this registration.

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

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 $200,000 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.  The application of the penny stock rules may affect your ability to resell your shares.

The application of the penny stock rules may affect your ability to resell your shares.


 
- 14 -

Shares Offered by Selling Shareholders

The two selling shareholders are our sole officers and directors and as such are deemed underwriters.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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 states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

The following review of operations from MDM for the period ending March 31, 2013 and should be read in conjunction with our Financial Statements and the Notes included in this Form 8-K and with the Financial Statements, Notes and Management’s Discussion.

On November 28, 2012, we acquired 100% of the issued and outstanding shares of common stock of Mobile Dynamic Marketing, Inc. (“MDM”) a Florida Corporation and changed our business to designing and selling mobile apps for smart phones and other mobile platforms such as tablets.

We also changed our fiscal year end from June 30 to December 31.

OVERVIEW

We were to engage in the business of an Internet-based company specializing in providing information on Happy Hours, drink specials, nightly specials and “pub crawls” for bars and restaurants in San Diego, California. Our operations were not profitable. Based upon our losses we decided it was in our best interests to change our direction and accordingly we acquired Mobile Dynamic Marketing, Inc. (“MDM”) a Florida Corporation and changed our business to designing and selling mobile apps for smart phones and other mobile platforms such as table.

RESULTS OF OPERATIONS AT MARCH 31, 2013

Working Capital

 
March 31,
2013
December 31,
2012
Current Assets
93,230
103,266
Current Liabilities
568,764
415,626
Working Capital (Deficit)
(475,534)
(312,360)


 
- 15 -

Cash Flows

 
March 31,
2013
Cash Flows from Operating Activities
(85,036)
Cash Flows from Financing Activities
75,000
Net Increase in Cash During Period
(10,036)

Operating Revenues

During the quarter ended March 31, 2013, we earned revenues from consulting services of $50,000 compared with $nil for the period from November 6, 2012 (date of inception) to December 31, 2012.

Operating Expenses and Net Loss

During the quarter ended March 31, 2013, we recorded operating expenses of $142,622 comprised of $65,795 of payroll costs to employees and management, $24,157 of professional fees for legal, accounting, and audit services relating to the Company’s required SEC filing documentation, $51,900 of general and administrative costs relating to overhead costs relating to maintaining our office including travel expenses.

Our net loss for the quarter ended March 31, 2013 was $240,132. In addition to operating expenses, we incurred a loss on the change in fair value of our derivative liability of $141,853 to reflect the change in the fair value of the floating rate convertible debentures during the current period, and interest expense of $5,657 relating to interest and accretion costs relating to our $150,000 convertible debenture, which is unsecured, bears interest at 10% per annum, and is due on December 5, 2014. The debenture is also convertible into common shares of our company, at the option of the debenture holder, at a conversion price of 25% of the average of the three lowest closing prices of our common shares in the ten trading days prior to conversion.

Liquidity and Capital Resources

At March 31, 2013, we had a cash of $93,205 and total assets of $93,230. At March 31, 2013, our total liabilities were $575,866, comprised of accounts payable and accrued liabilities of $31,626, convertible debenture of $7,102 net of unamortized discount of $142,898, and derivative liabilities of $537,138. Our working capital deficit was $475,534.

Cashflow from Operating Activities

During the period from November 6, 2012 (date of inception) to March 31, 2013, we used $85,036 of cash for operating expenses which primarily consisted of payroll and professional fees incurred by our company.

Cashflow from Investing Activities

During the period from November 6, 2012 (date of inception) to March 31, 2013, we did not have any investing activities.

 
- 16 -

Cashflow from Financing Activities

During the period from November 6, 2012 (date of inception) to March 31, 2013, we received $150,000 from the issuance of a convertible debenture which is unsecured, bears interest at 10% per annum, and is due on December 5, 2014 and $75,000 from one investor.  We issued the investor 10,000,000 shares of common stock in consideration of her $75,000 investment, which was issued in May 2013.

Convertible Promissory Note

On December 6, 2012, we entered into a convertible promissory note agreement for $150,000. Pursuant to the agreement, the loan is unsecured, bears interest at 10% per annum, and is due on December 5, 2014. The note is also convertible into common shares at a conversion price equal to 25% of the average of the three lowest closing prices for our common shares in the ten trading days prior to conversion, at the option of the note holder, commencing on December 6, 2012. In accordance with ASC 815, “Accounting for Derivative Instruments and Hedging Activities”, the Company recognized the intrinsic value of the derivative of $150,000 and recorded an additional initial derivative liability of $497,557, which was recorded as a loss on change in fair value of the derivative liability. At December 31, 2012, the fair value of the derivative liability was $395,285, resulting in a gain on change in fair value of the derivative liability of $102,272. During the quarter ended March 31, 2013, the Company recorded interest and accretion expense of $5,657.

RESULTS OF OPERATIONS AT DECEMBER 31, 2012

Working Capital

 
December 31, 2012
Current Assets
$                     103,266
Current Liabilities
$                     415,626
Working Capital (Deficit)
$                  (312,360)

Cash Flows

 
December 31, 2012
Cash Flows from Operating Activities
$                   (46,759)
Cash Flows from Financing Activities
$                   150,000
Net Increase in Cash During Period
$                   103,241

Operating Revenues

During the fiscal period ended December 31, 2012, we did not earned revenues having changed our business focus from operating as an Internet-based company specializing in providing information on happy hours, drink specials, nightly specials and “pub crawls” for bars and restaurants in San Diego, California to designing and selling mobile apps for smart phones and other mobile platforms such as tablets.


 
- 17 -

Operating Expenses and Net Loss

During the period ended December 31, 2012, we recorded operating expenses of $66,048 comprised of consulting fees of $25,000, professional fees of $14,750 for accounting and legal expenses relating to our financial reporting process, and $19,482 of payroll costs.

Our net loss for the period ended December 31, 2012 was $251,456.  In addition to operating expenses, we incurred a loss on the change in fair value of our derivative liability of $245,285, and interest expense of $6,171 relating to interest and accretion costs relating to our $150,000 convertible debenture, which is unsecured, bears interest at 10% per annum, and is due on December 5, 2014.  The debenture is also convertible into common shares of our company, at the option of the debenture holder, at a conversion price of 25% of the average of the three lowest closing prices of our common shares in the ten trading days prior to conversion.

Liquidity and Capital Resources

At December 31, 2012, we had a cash of $103,241 and total assets of $103,266.  At December 31, 2012, our total liabilities were $420,770, comprised of accounts payable and accrued liabilities of $20,341, convertible debenture of $5,144 net of unamortized discount of $144,866, and derivative liabilities of $395,285.   Our working capital deficit was $312,360.

Cashflow from Operating Activities

During the period from November 7, 2012 (date of inception) to December 31, 2012, we used $46,759 of cash for operating expenses which primarily consisted of payroll and professional fees incurred by our company.

Cashflow from Investing Activities

During the period from November 7, 2012 (date of inception) to December 31, 2012, we did not have any investing activities.

Cashflow from Financing Activities

During the period from November 7, 2012 (date of inception) to December 31, 2012, we received $150,000 from the issuance of a convertible debenture which is unsecured, bears interest at 10% per annum, and is due on December 5, 2014.

Convertible Promissory Note

On December 6, 2012, we entered into a convertible promissory note agreement for $150,000. Pursuant to the agreement, the loan is unsecured, bears interest at 10% per annum, and is due on December 5, 2014. The note is also convertible into common shares at a conversion price equal to 25% of the average of the three lowest closing prices for our common shares in the ten trading days prior to conversion, at the option of the note holder, commencing on December 6, 2012.  In accordance with ASC 815, “Accounting for Derivative Instruments and Hedging Activities”, the Company recognized the intrinsic value of the derivative of $150,000 and recorded an additional initial derivative liability of $495,557, which was recorded as a loss on change in fair value of the derivative liability. At December 31, 2012, the fair value of the derivative liability was $395,285, resulting in a gain on change in fair value of the derivative liability of $102,272.  During the period ended December 31, 2012, the Company recorded accretion expense of $5,144.

 
- 18 -

Critical Accounting Policies and Estimates

We prepared our financial statements and the accompanying notes in conformity with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions about future events that affect the reported amounts in the financial statements and the accompanying notes.  We identified certain accounting policies as critical based on, among other things, their impact on the portrayal of our financial condition, results of operations, or liquidity and the degree of difficulty, subjectivity, and complexity in their deployment. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. Management routinely discusses the development, selection, and disclosure of each of the critical accounting policies. The following is a discussion of our most critical accounting policies:

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures , an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


 
- 19 -

Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and convertible debenture.  Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table represents assets and liabilities that are measured and recognized at fair value as of December 31, 2012, on a recurring basis:

Description
Level 1
$
 
Level 2
$
 
Level 3
$
 
Total Gains
and (Losses)
$
Derivative liabilities (Note 5)
-
 
-
 
395,285
 
(245,285)
Total
-
 
-
 
395,285
 
(245,285)

Auditors

Our auditors are M&K CPAS, PLLC.  We have not changed auditors.  We do not have nor have we ever had any disagreements with our auditors concerning a financial accounting, reporting, or auditing matter that could be significant to the financial statements or the auditor’s report.










 
- 20 -

BUSINESS

General

We are engaged in the business of designing and selling mobile applications for the Apple® and Android® platforms.

We have created a business plan built upon designing and selling mobile apps for smart phones and other mobile platforms such as tablets. We will be striving to design and develop applications which will not only improve workforce productivity, but as is the case with our initial app, bring additional interactive marketing exposure to small businesses through our products and services.  We have designed a website which will be a primary source of information for the general public of the nature of our business.  Additionally, we have begun our initial writing, design and programming of our first mobile app. During our initial month of formation we concentrated our energies on analyzing the viability of our business plan, and establishing our business model, including researching the items needed to secure a trademark and develop relationships with mobile app retailers.  Our president, Mr. Brian McFadden, has assisted and completed the design of our initial logo.  We do not presently have a market-ready product, and we currently do not have any customers. As such, we have generated no revenues

We are attempting to build a successful designer of mobile app for smart phones and other mobile devices.  In order to generate revenues during the next twelve months, we must:

1. Maintain our website –   We believe that the internet is a great marketing tool not only for providing information on our company, but also for providing current information on our upcoming apps as well as industry related information regarding new technology and device updates. We have developed our preliminary website, and are in the process of developing a more advanced site where we can provide a more detailed section regarding proprietary app designs and features. We have begun designing a more advanced website, and intend to launch it during the second quarter of 2013.

2. Develop and implement a product development timeline – We will require the implementation of a detailed timeline to ensure our production a marketable mobile application.  These keys areas will need to be addressed to assist in the assurance of the Company’s success:

·
efficient design and programming writing;
·
extensive Beta testing through friends and family network, or eventually through current users;
·
timely and useful downloadable updates;
·
marketable launch through third party retailer or through the Company’s website.

3. Develop and implement a marketing plan – Our planned revenue streams will require an extensive list of contacts to allow for the marketing of our mobile apps. Awareness of the revenue potential we will be able to deliver through our app sales, will be delivered through the implementation of a number of marketing initiatives including search engine optimization, website completion, hosted video demonstrations, third party service contacts, tradeshow attendance, as well as blogging and other forms of social media which are driven by technology and mobile flexibility. These efforts and the resulting awareness will be key drivers behind the success of our revenue producing operations.



 
- 21 -

Market and Revenue Generation

In order to generate revenues during the next twelve months, we must:

1. Develop and implement a marketing plan – Our planned revenue streams will require establishing a web presence and improved visibility within the public and private sectors. A major key factor in our success will be the building of third party relationships within the mobile technology industry.

2. Develop and implement a comprehensive consumer information website –  For the foreseeable future, our website ( www.mobiledynamicmarketing.com ) will be a primary asset and a potential key source of revenue generation, as well as company information. Currently, management is formulating its plan on how best to employ its resources to expand and improve the site. We are working to add to the functionality of the site including: announcements of new apps, updates on our future app development, updates on mobile technology, and blogs focused on the mobile app market and desires of end-users. Additionally we need to optimize the site for search engine rank, as well as renew the look and feel of the site to coincide with our objectives for our brand.   We have not yet recognized revenues from the website nor is there any indication that we ever will recognize direct revenues from our website. We do not presently have a market-ready product, nor do we have any customers; thus have generated no revenues.

Our operations, to date, have been devoted primarily to startup and development activities, which include the following:

·
Formation of the company;
·
Development of Company logo;
·
Development of our business plan;
·
Preparation for Application for a Trademark;
·
Launching of our preliminary website; and
·
Begin the design and development of our initial mobile application.

Currently we own no property.   We lease space for our offices that are located 801 West Bay Drive, Suite 470, Largo, Florida 33770.  Telephone 727-330-2731.  We lease our offices from West Bay Largo LLC pursuant to a written lease dated December 1, 2012.  The term of our lease is month-to-month.  Our monthly rent is $25.

Convertible Promissory Note

On December 6, 2012, we entered into a convertible promissory note agreement for $150,000. Pursuant to the agreement, the loan is unsecured, bears interest at 10% per annum, and is due on December 5, 2014. The note is also convertible into common shares at a conversion price equal to 25% of the average of the three lowest closing prices for our common shares in the ten trading days prior to conversion, at the option of the note holder, commencing on December 6, 2012.

Employees

We are a development stage company and currently have only two part-time employees, our president, chief executive officer, and a member of our board of directors, Brian McFadden and our secretary, treasurer, chief financial officer and a member of our board of directors, Michelle Pannoni.


 
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Our Office

We lease space for our offices that are located 801 West Bay Drive, Suite 470, Largo, Florida 33770 and our telephone number is (727) 330-2731.  We lease our offices from West Bay Largo LLC pursuant to a written lease dated December 1, 2012.  The term of our lease is month-to-month.  Our monthly rent is $25.


MANAGEMENT

Officers and Directors

Our sole director will serve until his successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serves until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.

The names, ages and positions of our present officers and director are set forth below:

Name
Age
Position(s)
 
   
Brian McFadden
27
President, Principal Executive Officer and a Director
 
   
Michelle Pannoni
45
Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and a Director

Background of officers and directors

Brian McFadden

Since November 29, 2012 Brian McFadden has been our president, principal executive officer and a member of our board of directors.  Brian McFadden graduated from Hamilton College in 2007 where he studied both Economics and Sociology. Following graduation and through December 2008, Mr. McFadden worked for Rogers Associates Machine Tool Corp as the Director of Business Development where he designed and implemented sales plans for major companies and Government entities including NASA, Ball Aerospace, The Harris Corporation and others.  In December 2008, Mr. McFadden founded Rail Nine Media, a full service web design and marketing house that has worked with clients ranging from MTV’s Bam Margera to major financial service companies on all aspects of marketing. Mr. McFadden is responsible for the daily operation and maintenance of us and its clientele. In this role, Mr. McFadden has created and maintained Social Media Marketing Campaigns, SMS Messaging campaigns, Print Media, Web Media and comprehensive multi-media campaigns.   In April 2010, Mr. McFadden co-founded IRocNights, a single source hospitality resource for the Western New York Region. IRocNights expanded from Syracuse to Buffalo and gained major traction with over 100 clients in less than a year. While running IRocNights, Mr. McFadden assisted in the creation of a 25-member team that cultivated and maintained relationships with numerous local businesses, politicians and social groups.   Mr. McFadden expanded his IRocNights customer base through the launch of Let’s Stay Local in March 2011, a daily deal site specializing in Entertainment and targeting nightlife venue demographics. Capitalizing on the Groupon momentum, Let’s Stay Local focused on daily deals for the targeted younger generations. While at Let’s Stay Local, Mr. McFadden was responsible for building the consumer

 
- 23 -

distribution list while ensuring that the proper Daily Deals had been acquired and scheduled.  Mr. McFadden sold IRocNights and its partnering businesses in October of 2011. Mr. McFadden currently remains at Rail Nine Media, where he started working in 2008.  

Michelle Pannoni

Since November 29, 2012, Michelle Pannoni has been our secretary, treasurer, principal financial officer, principal accounting officer, and a member of the board of directors.   Ms. Pannoni attended Monroe Community College and Rochester Institute of Technology in Rochester, New York with a major concentration in Accounting and minor concentration in Finance and Marketing.   Ms. Pannoni began her professional career by securing the position of Junior Accountant for a major accounting firm in New York.  She subsequently expanded her career experience capitalizing on her marketing background and secured a position as Marketing Partner in a hospitality enterprise with full accountability for all phases of marketing management, promotions and sales, and developed the business to the point of a profitable sale.   Ms. Pannoni subsequently relocated to Florida for an opportunity as VP Marketing for a Marketing Group of various condominium tracts where she was responsible for the development, execution, and tracking of multiple web-based marketing lead generation and sales programs.  She continued to expand her business expertise, serving in the management, marketing, and accounting functions for various private and public venues, all with corporate objectives related to utilizing her skill set in the development and ongoing management of web based marketing services.  In April of 2007, Ms. Pannoni launched her own unique retail business “Talk of the Town Accessories” which she developed, marketed, and brought to a profitable sale in September 2009.   In October 2009 she became active as Florida Realtor specializing in the analysis, packaging, and web based marketing and sales of Commercial Real Estate venues including mixed use land sites, apartment and condominium conversion projects, marinas, hospitality/hotel acquisition and conversion to fractional use projects.   In March of 2011, Ms. Pannoni launched her own web based marketing and design company –Trudico LLC, and simultaneously partnered with Brian McFadden, for the launch of Let’s Stay Local, an Entertainment venue designed to leverage the Groupon Daily Deal phenomenon into a younger, recurring, local nightlife demographic. Currently, Ms. Pannoni remains involved in the day to day operations of Trudico LLC while also remaining an active Florida Realtor.

Conflicts of Interest

We believe that our current officers and directors will not be subject to conflicts of interest. No policy has been implemented or will be implemented to address conflicts of interest.

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 are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.

Involvement in Certain Legal Proceedings

During the past ten years, Mr. McFadden and Ms. Pannoni have not been the subject of the following events:


 
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1.
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
 
 
2.
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
 
3.
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
 
 
 
i)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
 
ii)
Engaging in any type of business practice; or
 
iii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
 
   
4.
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
 
 
5.
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
 
 
6.
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
 
 
7.
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
 
 
 
i)
Any Federal or State securities or commodities law or regulation; or
 
ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

 
- 25 -


     
 
iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
   
8.
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee and Audit Committee Financial Expert

We do not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its board of directors. All current members of the board of directors lack sufficient financial expertise for overseeing financial reporting responsibilities.  We have not yet employed an audit committee financial expert due to the inability to attract such a person.

We intend to establish an audit committee of the Board of Directors, which will consist of independent directors. The audit committee’s duties will be to recommend to our board of directors the engagement of an independent registered public accounting firm to audit our financial statements and to review our accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in our opinion, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics was filed as Exhibit 14.1 our 2009 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2010.

Disclosure Committee and Charter

We do not have a disclosure committee and disclosure committee charter.  We plan to establish a Disclosure Committee and will operate under a charter.   The purpose of a disclosure committee would be to provide assistance to the Principal Executive Officer and the Principal Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.



 
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EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us for the last two years ended December 31, 2012 and 2011, to 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 to our named executive officers.

Summary Compensation Table
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
             
Change in
   
             
Pension Value &
   
           
Non-Equity
Nonqualified
   
           
Incentive
Deferred
All
 
       
Stock
Option
Plan
Compensation
Other
 
Name and Principal
 
Salary
Bonus
Awards
Awards
Compensation
Earnings
Compensation
Totals
Position [1]
Year
($)
($)
($)
($)
($)
($)
($)
($)
 
                 
Brian McFadden
2012
10,000
0
0
0
0
0
0
10,000
President
2011
0
0
0
0
0
0
0
0
 
                 
Michelle Pannoni
2012
10,000
0
0
0
0
0
0
10,000
Secretary & Treasurer
2011
0
0
0
0
0
0
0
0
 
                 
Hubert Elrington
2012
0
0
0
0
0
0
0
0
Former President & Secretary
2011
0
0
0
0
0
0
0
0
 
                 
Peter Kremer
2012
17,000
0
0
0
0
0
0
17,000
Former President & Secretary
2011
12,000
25,000
0
0
0
0
0
37,000

We have paid any salaries in 2013 of $24,000 to Brian McFadden and $24,000 to Michelle Pannoni.  We anticipate paying an additional $100,000 to each in 2013.

The following table sets forth the compensation paid by us to our directors for the year ending December 31, 2012. 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 to our named director.

Director Compensation Table
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
         
Change in Pension
   
 
Fees
     
Value and
   
 
Earned or
   
Non-Equity
Nonqualified Deferred
   
 
Paid in
Stock
Option
Incentive Plan
Compensation
All Other
 
 
Cash
Awards
Awards
Compensation
Earnings
Compensation
Total
Name
($)
($)
($)
($)
($)
($)
($)
 
             
Brian McFadden
0
0
0
0
0
0
0
 
             
Michelle Pannoni
0
0
0
0
0
0
0
 
             
Hubert Elrington
  (resigned)
0
0
0
0
0
0
0
 
             
Peter Kremer
  (resigned)
0
0
0
0
0
0
0

 
- 27 -

All compensation received by our officers and directors has been disclosed.

We have not paid any compensation to our directors in 2013.

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Director Independence

None of directors are deemed independent as a matter of law.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance at this time.

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 law suit, 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 policy, as expressed in the Act and is, therefore, unenforceable.


PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth, as of June 10, 2013, after our issuance of 10,000,000 shares of common stock to Mr. McFadden and Ms. Pannoni and Mr. Elrington’s transfer of 75,000,000 shares of common stock to Mr. McFadden and Ms. Pannoni, the beneficial ownership of the outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and dispositive power with respect to such shares of common stock. As of June 10, 2013, there were 135,500,000 shares of common stock issued and outstanding.


 
- 28 -


Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percentage of
Beneficial Ownership
Directors and Officers:
   
Brian McFadden (1)
42,500,000
31.37%
801 West Bay Drive, Suite 470
   
Largo, Florida 33770
   
 
   
Michelle Pannoni (2)
42,500,000
31.37%
801 West Bay Drive, Suite 470
   
Largo, Florida 33770
   
 
   
All executive officers and directors as a group
(2 people)
85,000,000
62.74%

(1)
Brian McFadden acquired 5,000,000 shares of common stock directly from us and 37,500,000 shares of common stock on November 27, 2012 in a private transaction from Hubert Elrington, a former officer and director.

(2)
Michelle Pannoni acquired 5,000,000 shares of common stock directly from us and 37,500,000 shares of common stock on November 27, 2012 in a private transaction from Hubert Elrington, a former officer and director.

(3)
Hubert Elrington irrevocably canceled and returned to authorized but unissued status a total of 150,000,000 shares of common stock on November 28, 2012, thereby reducing the total number of issued and outstanding common shares to the present number of 115,500,000 shares.

Future sales by existing stockholders

Currently, Rule 144 of the Securities Act of 1933, as amended, (the “Act”) is unavailable for the resale of our shares of common stock because we are categorized as a “shell company” as that term is defined in Reg. 405 of the Act.  A “shell company” is a corporation with no or nominal assets or its assets consist solely of cash, and no or nominal operations.  One year from November 30, 2012, the date that we filed our Form 8-K, Rule 144 will then be available for the resale of our restricted securities.

Securities Authorized for Issuance Under Equity Compensation Plans

We have no equity compensation plans and accordingly have no securities authorized for issuance under any equity compensation plans.

Selling Shareholders

The following table sets forth the name of each selling shareholder, the total number of shares owned prior to the offering, the percentage of shares owned prior to the offering, the number of shares offered, and the percentage of shares owned after the offering, assuming the selling shareholder sells all of his shares and includes all warrants exercisable within the next six months.


 
- 29 -


Name
Total number
of shares
owned prior
to offering
Percentage
of shares
owned prior
to offering
Number
of shares
being offered
Percentage of
shares owned
after the offering
assuming all of the
shares are sold in
the offering
 
       
Brian McFadden (1)
42,500,000
31.37%
20,000,000
16.61%
Michelle Pannoni (1)
42,500,000
31.37%
20,000,000
16.61%
 
       
TOTAL
85,000,000
62.74%
40,000,000
33.22%

(1)
Mr. McFadden and Ms. Pannoni are our sole officers and directors and as such are deemed underwriters within the meaning of the Securities Act of 1933, as amended.


MARKET FOR OUR COMMON STOCK

Our stock is listed for trading on the Bulletin Board operated the Financial Industry Regulatory Authority (FINRA) on OTCBB under the symbol “PBCW”.  The shares of common stock began trading in the first quarter of 2011.  There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.

Fiscal Year – 2013
High Bid
Low Bid
 
First Quarter: 1/1/13 to 3/6/13
$0.0045
$0.0042
 
     
Fiscal Year – 2012
High Bid
Low Bid
 
Fourth Quarter: 10/1/12 to 12/31/12
$0.00
$0.00
 
Third Quarter: 7/1/12 to 9/30/12
$0.00
$0.00
 
Second Quarter: 4/1/12 to 6/30/12
$0.00
$0.00
 
First Quarter: 1/1/12 to 3/31/12
$0.00
$0.00
 
     
Fiscal Year – 2011
High Bid
Low Bid
 
Fourth Quarter: 10/1/11 to 12/31/11
$0.00
$0.00
 
Third Quarter: 7/1/11 to 9/30/11
$0.00
$0.00
 
Second Quarter: 4/1/11 to 6/30/11
$0.00
$0.00
 
First Quarter: 1/1/11 to 3/31/11
$0.00
$0.00

Holders

On June 10, 2013, we had 61 shareholders of record of our common stock.

Dividend Policy

We have never paid cash dividends on our capital stock. We currently intend to retain any profits we earn to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future.


 
- 30 -

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such 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 $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes 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.

Securities authorized for issuance under equity compensation plans

We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.


DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 750,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:

*
have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
*
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.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock that are the subject of this offering, when issued, will be fully paid for and non-assessable. 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.


 
- 31 -

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.

Cash dividends

As of the date of this report, 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 500,000,000 shares of preferred stock with a par value of $0.001 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

We are required to furnish you with an annual report. We will be required to file reports with the SEC under section 13 of the Securities Exchange Act of 1934, as amended. 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 is Action Stock Transfer.  Its telephone number is (801) 274-1099.

General

There are no other securities authorized in our articles of incorporation.


 
- 32 -

CERTAIN TRANSACTIONS

At June 30, 2012, we incurred $17,000 (2011 - $37,000) of management fees to our former President and Director.

As at June 30, 2012, we owed $16,750 (2011 - $3,000) to our former president for management fees incurred on our behalf. The amount owing is unsecured, non-interest bearing, and due on demand.

On November 6, 2012, the Company issued 1,000,000 founders shares to the President and Director of the Company with a fair value of $1,000, which has been recorded as contributed capital.

During the period ended March 31, 2013, we incurred payroll expense of $50,246 to the management and our officers.

Other than the foregoing, none of our directors or executive officers, nor any person who owned of record or was known to own beneficially more than 5% of our outstanding shares of common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect us.


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, 2012, included in this prospectus have been audited, and for the period from January 1, 2013 to March 31, 2013, included in this prospectus, have been reviewed, by M&K PLLC, Independent Registered Public Accounting Firm, 4100 North Sam Houston Parkway West, Houston, Texas 77086, telephone (832) 242-9950, as set forth in its report included in this prospectus. Its report is given upon its 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 has passed on the legality of the shares being sold in this public offering.



 
- 33 -

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 audited by a firm registered with the Public Company Accounting Oversight Board.

Unaudited financial statements for the period ending March 31, 2013 and audited financial statements for the years December 31, 2012 and December 31, 2011 follow:

 
INDEX
 
 
FINANCIAL STATEMENTS (Unaudited)
 
 
F-1
 
F-2
 
F-3
 
F-4
 
 

F-8
FINANCIAL STATEMENTS (Audited)
 
 
F-9
 
F-10
 
F-11
 
F-12
 
F-13










PUB CRAWL HOLDINGS INC.
(A Development Stage Company)
Balance Sheet


 
March 31,
2013
$
December 31,
2012
$
 
   
ASSETS
   
 
   
Cash
93,205
103,241
Prepaid expenses
25
25
 
   
Total Assets
93,230
103,266
 
   
LIABILITIES
   
 
   
Current Liabilities
   
Accounts payable and accrued liabilities
31,626
20,341
Derivative liabilities
537,138
395,285
 
   
Total Current Liabilities
568,764
415,626
 
   
Convertible debenture, net of unamortized discount of $142,898 and
$144,856, respectively
7,102
5,144
 
   
Total liabilities
575,866
420,770
 
   
STOCKHOLDERS’ DEFICIT
   
 
   
Preferred Stock
Authorized: 500,000,000 preferred shares with a par value of $0.001 per share
Issued and outstanding: nil preferred shares
–
–
Common Stock
Authorized: 750,000,000 common shares with a par value of $0.001 per share
Issued and outstanding: 125,500,000 common shares
125,500
125,500
Additional Paid-In Capital
(125,500)
(125,500)
Common Stock Issuable
75,000
–
Accumulated Deficit during the Development Stage
(557,636)
(317,504)
 
   
Total Stockholders’ Deficit
(482,636)
(317,504)
     
Total Liabilities and Stockholders’ Deficit
93,230
103,266
 
 

 

 
(The accompanying notes are an integral part of these financial statements)
F-1
 
 
- 35 -

PUB CRAWL HOLDINGS INC.
(A Development Stage Company)
Statement of Operations


 
Three months
ended
March 31,
2013
$
Accumulated from
November 6, 2012
(date of inception)
to March 31,
2013
$
 
   
Revenue
50,000
50,000
 
   
Operating expenses
   
 
   
Consulting fees
550
25,550
General and administrative
51,900
58,716
Payroll
65,795
85,277
Professional fees
24,157
38,907
Transfer agent fee
220
220
 
   
Total operating expenses
142,622
208,670
 
   
Loss from operations
(92,622)
(158,670)
 
   
Other expense
   
 
   
Loss on change in fair value of derivative liabilities
(141,853)
(387,138)
Interest expense
(5,657)
(11,828)
 
   
Total other expense
(147,510)
(398,966)
 
   
Net loss
(240,132)
(557,636)
 
   
Net loss per share, basic and diluted
–
 
 
   
Weighted average shares outstanding
125,500,000
 

 

 



 
(The accompanying notes are an integral part of these financial statements)
F-2
 
 
- 36 -

PUB CRAWL HOLDINGS INC.
(A Development Stage Company)
Statement of Cashflows


 
Three months
ended
March 31,
2013
Accumulated from
November 6, 2012
(date of inception)
to March 31,
2013
 
$
$
Operating Activities
   
 
   
Net loss for the period
(240,132)
(557,636)
 
   
Adjustments to reconcile net loss to net cash used in operating activities:
   
 
   
Amortization of discount on convertible debenture
1,958
7,102
Loss on change in fair value of derivative liabilities
141,853
387,138
 
   
Changes in operating assets and liabilities:
   
 
   
Prepaid expenses and deposits
–
(25)
Accounts payable and accrued liabilities
11,285
31,626
 
   
Net cash used in operating activities
(85,036)
(131,795)
 
   
Financing Activities
   
 
   
Proceeds from issuance of common stock
75,000
75,000
Proceeds from a related party
–
150,000
 
   
Net cash provided by financing activities
75,000
225,000
 
   
Increase (decrease) in cash
(10,036)
93,205
 
   
Cash, beginning of period
103,241
–
 
   
Cash, end of period
93,205
93,205
 
   
Non-cash transactions
   
 
   
Discount on convertible note due to derivative liability
–
150,000
Effect of reverse merger
–
125,500
 
   
Supplemental Disclosures
   
 
   
Interest paid
 
–
Income tax paid
 
–



 
(The accompanying notes are an integral part of these financial statements)
F-3
 
- 37 -

PUB CRAWL HOLDINGS, INC.
(A Development Stage Company)
Notes to the Financial Statements

1.      Nature of Operations and Continuance of Business

Pub Crawl Holdings, Inc. (the “Company”) was incorporated in the state of Nevada on May 27, 2010. On June 14, 2010, the Company entered into an Assignment Agreement (the “Acquisition”) with PB PubCrawl.com LLC (“PubCrawl”), a California limited liability company, whereby the Company acquired a 100% interest in the member shares of PubCrawl in exchange for 5,000,000 common shares of the Company. The Acquisition was accounted for in accordance with ASC 805-50, Related Issues, as the companies were under common control prior to acquisition. On September 3, 2012, the Company sold their rights to PubCrawl to the former President and Director of the Company. The Company is a development stage company as defined by FASB guidelines.

On November 28, 2012, the Company acquired 100% of the members shares of Mobile Dynamic Marketing, Inc. (“Mobile Dynamic”), a company incorporated in the state of Florida on November 6, 2012, in exchange for the issuance of 10,000,000 common shares. As part of the acquisition, the Company cancelled 150,000,000 issued and outstanding common shares held by the former President and Director of the Company and the management and directors of Mobile Dynamic acquired 75,000,000 common shares of the Company in a private transaction with the former President and Director of the Company. Effectively, Mobile Dynamic held 73% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where Mobile Dynamic is deemed to be the acquirer for accounting purposes.

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period ended March 31, 2013, the Company has a working capital deficit of $475,534 and an accumulated deficit of $557,636. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.      Summary of Significant Accounting Policies

a) Basis of Presentation and Principles of Consolidation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is December 31.

b) Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c) Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at March 31, 2013 and December 31, 2012, the Company had no cash equivalents.

 
F-4
 
- 38 -


PUB CRAWL HOLDINGS, INC.
(A Development Stage Company)
Notes to the Financial Statements

2.     Summary of Significant Accounting Policies (continued)

d) Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share . ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at March 31, 2013 and December 31, 2012, the Company had no potentially dilutive shares.

e) Revenue Recognition
 
The Company derives revenue from the sale of software products. In accordance with ASC 605, Revenue Recognition, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, risk of ownership has passed to the customer and collection is reasonably assured.

f) Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures , an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and convertible debentures. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table represents assets and liabilities that are measured and recognized at fair value as of March 31, 2013, on a recurring basis:
 
Description
Level 1
$
 
Level 2
$
 
Level 3
$
 
Total Gains
and (Losses)
$
Derivative liabilities
-
 
-
 
537,138
 
(141,853)
Total
-
 
-
 
537,138
 
(141,853)


 
F-5
 
- 39 -


PUB CRAWL HOLDINGS, INC.
(A Development Stage Company)
Notes to the Financial Statements

2.     Summary of Significant Accounting Policies (continued)

f) Financial Instruments (continued)

The following table represents assets and liabilities that are measured and recognized at fair value as of December 31, 2012, on a recurring basis:

Description
Level 1
$
 
Level 2
$
 
Level 3
$
 
Total Gains
and (Losses)
$
Derivative liabilities (Note 5)
-
 
-
 
395,285
 
(245,285)
Total
-
 
-
 
395,285
 
(245,285)

g) Recent Accounting Pronouncements

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 did not have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.       Reverse Merger

On November 28, 2012, the Company acquired 100% of the members shares of Mobile Dynamic Marketing, Inc. (“Mobile Dynamic”), a company incorporated in the state of Florida on November 6, 2012, in exchange for the issuance of 10,000,000 common shares. As part of the acquisition, the Company cancelled 150,000,000 issued and outstanding common shares held by the former President and Director of the Company and the management and directors of Mobile Dynamic acquired 75,000,000 common shares of the Company in a private transaction with the former President and Director of the Company. Effectively, Mobile Dynamic held 73% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where Mobile Dynamic is deemed to be the acquirer for accounting purposes.

As part of the acquisition transaction, all assets and liabilities of Pub Crawl at the date of acquisition were assumed by the former management.


 
F-6
 
- 40 -


PUB CRAWL HOLDINGS, INC.
(A Development Stage Company)
Notes to the Financial Statements

4.      Convertible Debentures

On December 6, 2012, the Company entered into a convertible promissory note agreement for $150,000. Pursuant to the agreement, the loan is unsecured, bears interest at 10% per annum, and is due on December 5, 2014. The note is also convertible into common shares at a conversion price equal to 25% of the average of the three lowest closing prices for the Company’s common shares in the ten trading days prior to conversion, at the option of the note holder, commencing on December 6, 2012.

In accordance with ASC 815, “Accounting for Derivative Instruments and Hedging Activities”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $150,000. During the period ended March 31, 2013, the Company recorded accretion expense of $1,958.

5.      Derivative Liabilities

As at March 31, 2013 and December 31, 2012, the following are the fair value of the derivative to account for the convertibility feature of the convertible debenture as well as the fact that there is no lower limit on the number of issuable common shares upon conversion:

 
March 31, 2013
$
December 31, 2012
$
Convertible promissory note, due December 5, 2014
537,138
395,285

During the period ended March 31, 2013, the Company recorded a loss on the fair value of the derivative liability of $141,853 (December 31, 2012 - $245,285). The fair value of the derivative financial liabilities was determined using the multinomial lattice models and the following assumptions:

 
Expected
Volatility
Risk-free
Interest Rate
Expected
Dividend Yield
Expected Life
(in years)
At December 6, 2012 (issuance date)
318%
0.25%
0%
2.00
At March 31, 2013
355%
0.25%
0%
1.68

6.      Related Party Transactions

During the period ended March 31, 2013, the Company incurred payroll expense of $50,246 (December 31, 2012 - $16,000) to management and officers of the Company.

7.      Common Shares

a)   
On November 6, 2012, the Company issued 1,000,000 founders share with a fair value of $1,000 to management and directors of the Company. The amounts have been recorded as contributed capital. Upon the reverse merger as described in Note 7b), these amounts have been recorded to additional paid-in capital.

b)   
On November 28, 2012, the Company acquired 100% of the members shares of Mobile Dynamic Marketing, Inc. in exchange for the issuance of 10,000,000 common shares. As part of the acquisition, the Company cancelled 150,000,000 issued and outstanding common shares held by the former President and Director of the Company and 1,000,000 founders’ shares held by the management and directors of Mobile Dynamic.

c)   
As of March 31, 2013, the Company received subscription proceeds of $75,000. Refer to Note 8.

8.      Subsequent events

On May 7, 2013, the Company issued 10,000,000 common shares at $0.0075 per share for proceeds of $75,000, which was received as of March 31, 2013.


 
F-7
 
- 41 -




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Pub Crawl Holdings, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Pub Crawl Holdings, Inc. (the “Company”), a development stage company, as of December 31, 2012 and the related statement of operations, stockholders' deficit, and cash flows for the period from inception (November 7, 2012) through December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pub Crawl Holdings, Inc. as of December 31, 2012 and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit since inception and is dependent upon the issuance of additional debt and the raising of equity capital. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
April 15, 2013









F-8



PUB CRAWL HOLDINGS INC.
(A Development Stage Company)


 
December 31,
2012
$
 
 
ASSETS
 
 
 
Cash
103,241
Prepaid expenses
25
 
 
Total Assets
103,266
 
 
LIABILITIES
 
 
 
Current Liabilities
 
 
 
Accounts payable and accrued liabilities
20,341
Derivative liabilities (Note 5)
395,285
 
 
Total Current Liabilities
415,626
 
 
Convertible debenture, net of unamortized discount (Note 4)
5,144
 
 
Total liabilities
420,770
 
 
STOCKHOLDERS’ DEFICIT
 
 
 
Preferred Stock
 
Authorized: 500,000,000 preferred shares with a par value of $0.001 per share
 
Issued and outstanding: nil preferred shares
–
 
 
Common Stock
 
Authorized: 750,000,000 common shares with a par value of $0.001 per share
 
Issued and outstanding: 125,500,000 common shares
125,500
 
 
Additional Paid-In Capital
(125,500)
 
 
Accumulated Deficit during the Development Stage
(317,504)
 
 
Total Stockholders’ Deficit
(317,504)
 
 
Total Liabilities and Stockholders’ Deficit
103,266



(The accompanying notes are an integral part of these financial statements)

F-9



PUB CRAWL HOLDINGS INC.
(A Development Stage Company)


 
Period from
November 7, 2012
(date of inception)
to December 31,
2012
$
   
Revenue
–
   
Operating expenses
 
   
Consulting fees
25,000
General and administrative
6,816
Payroll
19,482
Professional fees
14,750
   
Total operating expenses
66,048
   
Loss from operations
(66,048)
   
Other (expense)
 
   
Loss on change in fair value of derivative liabilities
(245,285)
Interest expense
(6,171)
   
Total other (expense)
(251,456)
   
Net loss
(317,504)
   
Net loss per share, basic and diluted
(0.00)
   
Weighted average shares outstanding
80,583,333












(The accompanying notes are an integral part of these financial statements)

F-10


PUB CRAWL HOLDINGS INC.
(A Development Stage Company)


 
Period from
November 7, 2012
(date of inception)
to December 31,
2012
 
$
Operating Activities
 
   
Net loss for the period
(317,504)
   
Adjustments to reconcile net loss to net cash used in operating
 
activities:
 
Amortization of discount on convertible debenture
5,144
Loss on change in fair value of derivative liabilities
245,285
   
Changes in operating assets and liabilities:
 
Prepaid expenses and deposits
(25)
Accounts payable and accrued liabilities
20,341
   
Net cash used in operating activities
(46,759)
   
Financing Activities
 
   
Proceeds from issuance of convertible debentures
150,000
   
Net cash provided by financing activities
150,000
   
Increase in cash
103,241
 
 
Cash, beginning of period
–
   
Cash, end of period
103,241
   
Non-cash transactions
 
   
Discount on Convertible Note due to Derivative Liability
150,000
Effect of reverse merger
125,500
   
Supplemental Disclosures
 
   
Interest paid
–
Income tax paid
–


(The accompanying notes are an integral part of these financial statements)

F-11



PUB CRAWL HOLDINGS INC.
(A Development Stage Company)
From November 7, 2012 (Date of Inception) to December 31, 2012


   
Additional
   
 
Common Stock
Paid-in
Accumulated
 
 
Shares
Par Value
Capital
Deficit
Total
 
#
$
$
$
$
           
Balance – November 7, 2012 (Date of
Inception)
–
–
–
–
–
           
Issuance of founders’ shares
10,000,000
10,000
(10,000)
–
–
           
Effect of reverse merger
115,500,000
115,500
(115,500)
–
–
           
Net loss for the period
–
–
–
(317,504)
(317,504)
 
–
–
     
Balance – December 31, 2012
125,500,000
125,500
(125,500)
(317,504)
(317,504)





























(The accompanying notes are an integral part of these financial statements)

F-12


PUB CRAWL HOLDINGS, INC.
(A Development Stage Company)

1.    Nature of Operations and Continuance of Business

Pub Crawl Holdings, Inc. (the “Company”) was incorporated in the state of Nevada on May 27, 2010. On June 14, 2010, the Company entered into an Assignment Agreement (the "Acquisition") with PB PubCrawl.com LLC (“PubCrawl”), a California limited liability company, whereby the Company acquired a 100% interest in the member shares of PubCrawl in exchange for 5,000,000 common shares of the Company. The Acquisition was accounted for in accordance with ASC 805-50, Related Issues, as the companies were under common control prior to acquisition. On September 3, 2012, the Company sold their rights to PubCrawl to the former President and Director of the Company. The Company is a development stage company as defined by FASB guidelines.

On November 28, 2012, the Company acquired 100% of the members shares of Mobile Dynamic Marketing, Inc. (“Mobile Dynamic”), a company incorporated in the state of Florida on November 7, 2012, in exchange for the issuance of 10,000,000 common shares. As part of the acquisition, the Company cancelled 150,000,000 issued and outstanding common shares held by the former President and Director of the Company and the management and directors of Mobile Dynamic acquired 75,000,000 common shares of the Company in a private transaction with the former President and Director of the Company. Effectively, Mobile Dynamic held 73% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where Mobile Dynamic is deemed to be the acquirer for accounting purposes.

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period ended December 31, 2012, the Company has a working capital deficit of $312,360 and an accumulated deficit of $317,504. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.    Summary of Significant Accounting Policies

a) Basis of Presentation and Principles of Consolidation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is December 31.

b) Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c) Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, 2012, the Company had no cash equivalents.

 
F-13
 
- 47 -

PUB CRAWL HOLDINGS, INC.
(A Development Stage Company)
Notes to the Financial Statements

2.   Summary of Significant Accounting Policies (continued)

d) Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share . ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at December 31, 2012, the Company had no potentially dilutive shares.

e) Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures , an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and convertible debenture. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table represents assets and liabilities that are measured and recognized at fair value as of December 31, 2012, on a recurring basis:
Description
Level 1
$
 
Level 2
$
 
Level 3
$
 
Total Gains
and (Losses)
$
Derivative liabilities (Note 5)
-
 
-
 
395,285
 
(245,285)
Total
-
 
-
 
395,285
 
(245,285)

 
F-14
 
- 48 -


PUB CRAWL HOLDINGS, INC.
(A Development Stage Company)
Notes to the Financial Statements

2.     Summary of Significant Accounting Policies (continued)

f) Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “ Accounting for Income Taxes ” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

g) Recent Accounting Pronouncements
In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


 
F-15
 
- 49 -


PUB CRAWL HOLDINGS, INC.
(A Development Stage Company)
Notes to the Financial Statements

3.    Reverse Merger

On November 28, 2012, the Company acquired 100% of the members shares of Mobile Dynamic Marketing, Inc. (“Mobile Dynamic”), a company incorporated in the state of Florida on November 7, 2012, in exchange for the issuance of 10,000,000 common shares. As part of the acquisition, the Company cancelled 150,000,000 issued and outstanding common shares held by the former President and Director of the Company and the management and directors of Mobile Dynamic acquired 75,000,000 common shares of the Company in a private transaction with the former President and Director of the Company. Effectively, Mobile Dynamic held 73% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where Mobile Dynamic is deemed to be the acquirer for accounting purposes.

As part of the acquisition transaction, all assets and liabilities of Pub Crawl at the date of acquisition were assumed by the former management.

4.     Convertible Debentures

On December 6, 2012, the Company entered into a convertible promissory note agreement for $150,000. Pursuant to the agreement, the loan is unsecured, bears interest at 10% per annum, and is due on December 5, 2014. The note is also convertible into common shares at a conversion price equal to 25% of the average of the three lowest closing prices for the Company’s common shares in the ten trading days prior to conversion, at the option of the note holder, commencing on December 6, 2012.

In accordance with ASC 815, “Accounting for Derivative Instruments and Hedging Activities”, the Company recognized the intrinsic value of the derivative of $150,000, and a full discount on the convertible debenture. During the period ended December 31, 2012, the Company recorded accretion expense of $5,144, and as at December 31, 2012, the convertible debenture is $5,144 with a remaining unamortized discount of $144,866.

5.    Derivative Liabilities

As at December 31, 2012, the following are the fair value of the derivative to account for the convertibility feature of the convertible debenture as well as the fact that there is no lower limit on the number of issuable common shares upon conversion:

 
December 31,
2012
$
 
 
Convertible promissory note, due December 5, 2014
395,285

On December 6, 2012 (issuance date), the Company recorded the initial fair value of the derivative liability at $497,557, and a loss on change in the fair value of the derivative liability of $347,557. At December 31, 2012, the Company mark-to-market the fair value of the derivative liability to $395,285, and a gain on the change in fair value of the derivative liability of $102,272. During the period ended December 31, 2012, the Company recorded a loss on the fair value of the derivative liability of $245,285. The fair value of the derivative financial liabilities was determined using the multinomial lattice models and the following assumptions:

 
Expected
Volatility
Risk-free
Interest Rate
Expected
Dividend Yield
Expected Life
(in years)
 
       
At December 6, 2012 (issuance date)
318%
0.25%
0%
2.00
At December 31, 2012
312%
0.25%
0%
1.93

 
F-16
 
- 50 -


PUB CRAWL HOLDINGS, INC.
(A Development Stage Company)
Notes to the Financial Statements

6.    Related Party Transactions

During the period ended December 31, 2012, the Company incurred payroll expense of $18,484 to the management and director of the Company.

7.    Common Shares

a) 
On November 7, 2012, the Company issued 1,000,000 founders share with a fair value of $1,000 to management and directors of the Company. The amounts have been recorded as contributed capital. Upon the reverse merger as described in Note 7b), these amounts have been recorded to additional paid-in capital.

b) 
On November 28, 2012, the Company acquired 100% of the members shares of Mobile Dynamic Marketing, Inc. in exchange for the issuance of 10,000,000 common shares. As part of the acquisition, the Company cancelled 150,000,000 issued and outstanding common shares held by the former President and Director of the Company and 1,000,000 founders’ shares held by the management and directors of Mobile Dynamic.

8.    Income Taxes

The Company has $67,075 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2030. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes for the period ended December 31, 2012 and had no uncertain tax positions as at December 31, 2012:

 
December 31,
2012
$
 
 
Net loss before taxes
(317,504)
Statutory rate
34%
 
 
Computed expected tax recovery
107,951
Permanent differences and other
(85,145)
Valuation allowance
(22,806)
 
 
Income tax provision
–
 
 
As at December 31, 2012, the Company has non-capital losses carried forward of $ 67,075 , which are available to offset deferred years’ taxable income. These losses expire as follows:

 
$
 
 
2030
67,075
 
 
 
67,075

9.    Subsequent events

In accordance with ASC 855, we have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.
 
 
 
 
 
 
F-17
 
- 51 -

 
Until _______________, 2013, 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.




 
 
 
 
 
 
 
 

 






 
- 52 -

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.         OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering, all of which are to be paid by the registrant, are as follows:

SEC Registration Fee
$
73.66
Printing Expenses
 
0
Accounting Fees and Expenses
 
9,000
Legal Fees and Expenses
 
10,000
Blue Sky Fees/Expenses
 
0
Transfer Agent Fees
 
926.34
TOTAL
$
20,000


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.         Section 4 of our Articles of Incorporation filed as Exhibit 3.1 to this registration statement.

2.         Article IX of our Bylaws filed as Exhibit 3.2 to this 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.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers, and controlling persons against liability under the Act, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.


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, since inception:

On June 14, 2010, the Company issued 5,000,000 shares of the Company's Common Stock at $0.001 in connection with the acquisition of PubCrawl. The shares were issued pursuant Section 4(2) of the Securities Act of 1933, as amended, as they were transactions by an issuer not involving a public offering.

 
- 53 -

On August 5, 2010, the Company issued a 10% Promissory Note, in the principal amount of $75,000 to Sun Valley Investments to evidence funds previously loaned by Sun Valley Investments to the Company. The $75,000 principal amount underlying the Promissory Note is due and payable on demand upon 10 days written notice from Sun Valley Investments and accrues interest at the rate of 10% per annum. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) to the Securities Act of 1933, as amended, on the basis that the securities were offered and sold in a non-public offering to a “sophisticated investor” who had access to registration-type information about the Company. No commission was paid in connection with the sale of the promissory note.

On April 5, 2013, we issued 10,000,000 shares of common stock to one investor in consideration of $75,000.00.  A Form D was filed with the SEC.  The investor was an accredited investor and accordingly the transaction was exempt from registration pursuant to Reg. 506 of the Securities Act of 1933, as amended.

We did not use any underwriters with respect to the foregoing sales of its Common Stock. We did not, nor did any person acting on our behalf, offer or sell the securities by any form of general solicitation or general advertising.

In connection with the Acquisition, the Shareholders of MDM received Ten Million shares (10,000,000) of our common stock. The 10,000,000 shares of our common stock, which were issued to the Shareholders as of the effective date of the Acquisition, were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated under the section, which exempts transactions by an issuer not involving any public offering.  Prior to the acquisition of MDM, there was no relationship between us, MDM or any officers or directors of MDM.

All securities sold contained a restrictive legend on the share certificate stating that the securities have not been registered under the Act and setting forth, or referring to the restrictions on transferability and sale of the securities.

ITEM 16.           EXHIBITS .

The following exhibits are filed as part of this Registration Statement, pursuant to Item 601 of Regulation S-K.

Exhibit
 
Incorporated by reference
Filed
Number
Document Description
Form
Date
Number
Herewith
 
         
2.1
Exchange Agreement between Pub Crawl Holdings, Inc. and Mobile Dynamic Marketing, Inc.
8-K
1/31/13
2.1
 
 
         
3.1
Articles of Incorporation - Pub Crawl.
S-1
10/07/10
3.1
 
 
         
3.2
Bylaws - Pub Crawl Holdings, Inc.
S-1
10/07/10
3.2
 
 
         
3.3
Articles of Incorporation - Mobile Dynamic Marketing, Inc.
10-K/A
4/16/13
3.2
 
 
         

 
- 54 -


3.4
Bylaws - Mobile Dynamic Marketing, Inc.
     
X
 
         
5.1
Opinion of The Law Office of Conrad C. Lysiak, P.S., regarding the legality of the securities being registered.
     
X
 
         
10.1
Assignment Agreement between the Company, Peter
Kremer, and PBPubCrawl.com, LLC dated June 14,
2010.
S-1
10/07/10
10.1
 
 
         
10.2
Form of Management Agreement between the
Company and Peter Kremer dated June 22, 2010.
S-1
10/07/10
10.2
 
 
         
10.3
Promissory Note between the Company and Sun
Valley Investments dated August 5, 2010.
S-1
10/07/10
10.3
 
 
         
10.4
Consulting Agreement between the Company and
Voltaire Gomez dated September 23, 2010.
S-1
10/07/10
10.4
 
 
         
10.5
Settlement Agreement between the Company and Sun
Valley Investments dated May 25, 2012.
8-K
08/11/12
10.1
 
 
         
10.6
Promissory Note between the Company and Deville
Enterprises, Inc. dated June 1, 2012.
8-K
08/11/12
10.2
 
 
         
14.1
Code of Ethics.
S-1
10/07/10
14.1
 
 
         
21.1
List of Subsidiaries.
 
 
 
X
 
         
23.1
Consent of M&K CPAS, PLLC.
     
X
 
         
23.2
Consent of The Law Office of Conrad C. Lysiak, P.S.
     
X
 
         
101.INS
XBRL Instance Document.
     
X
 
         
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
 
         
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
 
         
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
 
         
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
 
         
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X


 
- 55 -


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.

 
- 56 -

 
(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.

 
- 57 -

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.

 
(3)
For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 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.







 
- 58 -


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Largo, Florida on June 13, 2013.

 
PUB CRAWL HOLDINGS INC.
 
 
 
BY:
BRIAN MCFADDEN
   
Brian McFadden
   
Principal Executive Officer and Director
 
   
 
BY:
MICHELLE PANNONI
   
Michelle Pannoni
   
Principal Financial Officer, Principal Accounting
Officer and Treasurer


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature
Title
Date
 
   
BRIAN MCFADDEN
President, Principal Executive Officer, and a
June 13, 2013
Brian McFadden
member of the Board of Directors.
 
 
   
MICHELLE PANNONI
Secretary, Treasurer, Principal Financial Officer,
June 13, 2013
Michelle Pannoni
Principal Accounting Officer and a member of
the Board of Directors
 








 
- 59 -

EXHIBIT INDEX

Exhibit
 
Incorporated by reference
Filed
Number
Document Description
Form
Date
Number
Herewith
 
         
2.1
Exchange Agreement between Pub Crawl Holdings,
Inc. and Mobile Dynamic Marketing, Inc.
8-K
1/31/13
2.1
 
 
         
3.1
Articles of Incorporation - Pub Crawl.
S-1
10/07/10
3.1
 
 
         
3.2
Bylaws - Pub Crawl Holdings, Inc.
S-1
10/07/10
3.2
 
 
         
3.3
Articles of Incorporation - Mobile Dynamic Marketing, Inc.
10-K/A
4/16/13
3.2
 
 
         
3.4
Bylaws - Mobile Dynamic Marketing, Inc.
     
X
 
         
5.1
Opinion of The Law Office of Conrad C. Lysiak, P.S., regarding the legality of the securities being registered.
     
X
 
         
10.1
Assignment Agreement between the Company, Peter
Kremer, and PBPubCrawl.com, LLC dated June 14,
2010.
S-1
10/07/10
10.1
 
 
         
10.2
Form of Management Agreement between the
Company and Peter Kremer dated June 22, 2010.
S-1
10/07/10
10.2
 
 
         
10.3
Promissory Note between the Company and Sun
Valley Investments dated August 5, 2010.
S-1
10/07/10
10.3
 
 
         
10.4
Consulting Agreement between the Company and
Voltaire Gomez dated September 23, 2010.
S-1
10/07/10
10.4
 
 
         
10.5
Settlement Agreement between the Company and Sun
Valley Investments dated May 25, 2012.
8-K
08/11/12
10.1
 
 
         
10.6
Promissory Note between the Company and Deville
Enterprises, Inc. dated June 1, 2012.
8-K
08/11/12
10.2
 
 
         
14.1
Code of Ethics.
S-1
10/07/10
14.1
 
 
         
21.1
List of Subsidiaries.
 
 
 
X
 
         
23.1
Consent of M&K CPAS, PLLC.
     
X
 
         
23.2
Consent of The Law Office of Conrad C. Lysiak, P.S.
     
X
 
         

 
- 60 -


101.INS
XBRL Instance Document.
     
X
 
         
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
 
         
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
 
         
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
 
         
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
 
         
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X

 
 
 
 
 
 
 
 
 

 





 
- 61 -
 

Exhibit 3.4

 
BY-LAWS
 
OF
 
Mobile Dynamic Marketing, Inc.
 
A Florida Corporation
 
 
 
ARTICLE I - OFFICES
 
The registered office of the Corporation in the State of Florida shall be located in the City and State designated in the Certificate of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.
 
ARTICLE II - MEETING OF SHAREHOLDERS
 
Section 1 - Annual Meetings: (Chapter 607.0701*)
The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Directors, at the time fixed from time to time by the Directors.
 
Section 2-Special Meetings: (Chapter 607.0702)
Special meetings of the shareholders shall be held within or without the State of Florida. Such meetings may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders not less than ten per cent (1 0%), (this percentage may be raised up to 50% if provided for in the Articles of Incorporation of the Corporation), of the shares then outstanding and entitled to vote thereat.
 
Section 3-Court-ordered meeting: (Section 607.0703)
The circuit court of the circuit in this State where the Corporation's principal office is located, or where the Corporation's registered office is located if its principal office is not located in this state, may after notice to the Corporation, order a meeting to be held:
 
(a) On application of any shareholder of the Corporation entitled to vote in an annual meeting if an annual meeting has not been held within any thirteen month period; or
(b) On application of a shareholder who signed a demand for a special meeting as provided for under Section 2 of these Bylaws if the special meeting was not held in accordance with the notice.
 
The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, and enter other orders a may be appropriate.1
 
 
 
 
__________________________________________
 
1 *Unless otherwise stated in these bylaws, all references to Sections refer to those sections contained in the Florida Title 18 of the Florida Business Corporations
 
FL Bylaws - 1
 
 
 
 
 
 
Section 4-Place of Meetings: (Chapter 607.0701 & 607.0702)
Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Florida as the Directors may from time to time fix. If no designation is made, the meeting shall be held at the Corporation's principal office in the state of Florida.
 
Section 5 - Notice of Meetings: (Chapter 607.0705)
(a) Written or printed notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by first class mail, (other than first-class mail may be used to mail any notice so long as such notice is mailed at least thirty days before the meeting), by or at the direction of the president, the secretary, or the officer or the person calling the meeting, not less than ten or more than sixty days before the date of the meeting, unless the lapse of the prescribed time shall have been waived before or after the taking of such action, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the business to be transacted or the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to dissent and receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder as it appears on the share transfer records of the corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request, with the postage thereon prepaid.
 
(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, without protesting the lack of notice thereof, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by law.
 
Section 6 - Waiver of Notice of Meeting: (Section 607.0706)
 
(a) Whenever any notice is required by law, the Articles of Incorporation of the Corporation or these Bylaws, a shareholder may waive such notice before or after the date and time stated in the notice, so long as such waiver is written, signed by the shareholder entitled to such notice, and delivered to the Corporation for inclusion in the minutes or filing with the Corporate records. Neither the business to be transacted at nor the purpose of any regular or special meeting of the shareholders need by specified in any written waiver of notice unless so required by the Articles of Incorporation of the Corporation or these Bylaws.
 
(b) A shareholder's attendance at a meeting:
 
(i) shall constitute a waiver of lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; or
(ii) shall constitute a waiver of objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
 
 
 
 
FL Bylaws - 2
 
 
 
 
 
 
Section 7 - Shareholders' List: (607.0720)
 
(a) After fixing a record date for a meeting, a Corporation shall prepare an alphabetical list of the names of all its shareholders entitled to notice of the meeting, arranged by voting group with the address of, and the number, class, and series, if any, of shares held by, each shareholder. The shareholders' list must be available for inspection by any shareholder for a period often days before the meeting or such shorter time as exists between the record date and the meeting and continue through the meeting at the Corporation's principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the Corporation's transfer agent or registrar. Any shareholder of the Corporation or the shareholder's agent or attorney is entitled on written demand to inspect the shareholders' list during regular business hours and at the shareholder's expense, during the period it is available for inspection.
 
(b) The Corporation shall make the shareholder's list available at the meeting of shareholders, and any shareholder or the shareholder's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
 
(i) If the Corporation refuses to allow a shareholder or hi s agent or attorney to inspect the shareholders' list before or at the meeting of shareholders, and such shareholder is entitled to inspect such shareholders' list, the meeting shall be adjourned until the demand of such shareholder either in person or by proxy who failed to get such access, or if not adjourned upon such demand, the circuit court of the county where the Corporation's principal office (or if none in this state, its registered office) is located, on application of the shareholder, may summarily order the inspection or copying at the Corporation's expense and may postpone the meeting for which such list was prepared until the inspection or copying is complete.
(ii) shareholder of the Corporation may not sell or otherwise distribute any information or records inspected under this section, except the extent that such use is for a proper purpose as described by law, and any shareholder who violates this section of these Bylaws shall be subject to a civil penalty of $5,000.
 
Section 8 - Quorum: (Section 607.0725)
(a) Except as otherwise provided herein, or by law, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the Articles of Incorporation"), or for meetings ordered by the Superior Court called pursuant to Section 607.0703 of the Florida Business Corporations Act, a quorum shall be present at all meetings of shareholders of the Corporation, if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting in person or by proxy. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series of stock. The subsequent withdrawal of any shareholder from the meeting, after the commencement of a meeting, or the refusal of any shareholder represented in person or by proxy to vote, shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.
 
(b) Despite the absence of a quorum at any meeting of shareholders, the shareholders present may adjourn the meeting.
 
(c) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
 
 
 
FL Bylaws - 3
 
 
 
 
 
 
Section 9 - Voting: (Section 607.0721, & 607.0722)
(a) Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, any corporate action, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shareholder entitled to vote is required by statute, to be taken by vote of the shareholders, shall be authorized by an affirmative vote of the majority of shares entitled to vote on that matter and represented either in person or by proxy at a meeting of shareholders at which a quorum is present. Unless otherwise provided for in the Articles of Incorporation of this Corporation, directors will be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present and each shareholder entitled to vote has the right to vote the number of shares owned by him for a many persons as there are directors to be elected.
 
(b) Except as otherwise provided by statute, the Articles of Incorporation, or these bylaws, at each meeting of shareholders, each shareholder of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.
 
Section 10 - Proxy: (Section 607.0728)
Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so either in person or by proxy, so long as such proxy is executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. Every proxy shall be revocable at will unless the proxy conspicuously states that it is irrevocable and the proxy is coupled with an interest. A proxy that is irrevocable under the terms stated in these Bylaws, becomes revocable when the interest with which it is coupled is extinguished and when the interest with which it is coupled is either a creditor of a corporation who extended credit to the Corporation under terms requiring the irrevocable proxy or an employee of the Corporation whose employment contract requires the appointment, such proxy becomes revocable three years after the date of the proxy or at the end of the period, if any, specified therein, whichever is less, unless the period of irrevocability is renewed from time to time by the execution of a new irrevocable proxy as provided for by these Bylaws. A proxy shall not be revoked by the death or incapacity of the shareholder, but the proxy shall continue to be in force until revoked by the personal representative or the guardian of the shareholder. The presence at any meeting of any shareholder who has given a proxy does not revoke the proxy unless the shareholder files written notice of the revocation with the Secretary of the meeting prior to the voting the proxy or votes the shares subject to the proxy by written ballot. A person named in a proxy as the attorney or agent of a shareholder may, if the proxy so provides, substitute another person to act in his place, including any other person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument effecting it is filed with the Secretary of the Corporation. A telegram, telex, cablegram, or similar transmission by the shareholder, or as a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder shall be treated as a valid proxy. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless otherwise provided in the proxy. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.
 
Section 11 - Action Without a Meeting: (Section 607.0704)
(a) Unless otherwise provided for in the Articles of incorporation of the Corporation, action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by shareholders of each voting group entitled to vote thereon having not less than the minimum number of votes with
 
 
 
 
 
 
 
FL Bylaws - 4
 
 
 
 
 
 
 
 
 
respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by the shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the Corporation at its principal office in the State of Florida or its principal place of business, or to the Secretary or another officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take corporate action unless, within sixty days of the date of the earliest dated consent delivered in the manner required by this section, written consents signed by the number of holders required to take action are delivered to the Corporation.
 
Any written consent may be revoked before the date that the Corporation receives the required number of consents to authorize the proposed action. No revocation is effective unless in writing and until received by the Corporation at its principal office or its principal place of business, or received by the Secretary or other officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Within ten days after obtaining authorization by written consent, notice must be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action is one for which dissenters' rights provided for under the Certificate of Incorporation of the Corporation or by law, the notice shall contain a clear statement of the right of shareholders dissenting there from to be paid the fair value of their shares upon compliance with applicable law regarding the rights of dissenting shareholders.
 
(b) A consent signed, as required by this section of these Bylaws, has the effect of a meeting vote and may be described as such in any document.
 
(c) Whenever action is taken as provided in this section of these Bylaws, the written consent of the shareholders consenting thereto or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders.
 
ARTICLE III - BOARD OF DIRECTORS
 
Section 1 - Number, Term, Election and Qualifications: (Section 607.0802 & 607.0803)
(a) The first Board of Directors and all subsequent Boards of the Corporation shall consist of (_____), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The Board of Directors or shareholders all have the power, in the interim between annual and special meetings of the shareholders, to increase or decrease the number of Directors of the Corporation. A Director must be a natural person 18 years of age or older, but need not be a resident of the State of Florida or shareholders of the Corporation unless the Certificate of Incorporation of the Corporation or these Bylaws require.
 
(b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered in the Certificate of Incorporation of the Corporation or these Bylaws, by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election. (c) The first Board of Directors shall hold office until the first annual meeting of shareholders
 
 
 
 
 
FL Bylaws - 5
 
 
 
 
 
 
 
 
 
 
and until their successors have been duly elected and qualified or until there is a decrease in the number of Directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his election, or until his prior death, resignation or removal.
 
Section 2 - Duties and Powers: (Section 607.0801)
The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders. (Note: If the Corporation has thirty-five or fewer shareholders, the Articles of Incorporation of the Corporation may, if desired, dispense with the Board of Directors or limit the authority of the Board of Directors and such dispense or limitation of authority of the Board of Directors stated in the Articles of incorporation will be repeated under this section of these Bylaws.)
 
Section 3 - Annual Meetings; Notice: (Section 607.0820 & 607.0822)
(a) An annual meeting of the Board of Directors shall be held either within or without the State of Florida at such time and at such place as the Board shall fix; so long as such meeting immediately follows the annual meeting of the shareholders and is at the place of such annual meeting of shareholders. In the absence of the Board fixing such time and place, such meeting shall be held at noon on the first Tuesday of (month).
 
(b) No notice shall be required of any annual meeting of the Board of Directors and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any annual meeting when such time and place was fixed before such change, notice of such action shall be given to each Director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in these Bylaws with respect to special meetings, unless such notice shall be waived in the manner set forth in these Bylaws.
 
Section 4 - Special Meetings; Notice: (Section 607.0822)
(a) Special meetings of the Board of Directors shall be held at such time and place as may be specified in the respective notices or waivers of notice thereof.
 
(b) Except as otherwise required statute, notice of special meetings shall be mailed directly to each Director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. If mailed, the notice of any special meeting shall be deemed to be delivered on the second day after it is deposited in the United States mails, so addressed, with postage prepaid. If notice is given by telegram, it shall be deemed t be delivered when the telegram is delivered to the telegraph company. A notice, or waiver of notice, except as required by these Bylaws, need not specify the business to be transacted at or the purposes or purposes of the meeting.
 
(c) Notice of any special meeting shall not be required to be given to any Director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to
 
 
 
 
FL Bylaws - 6
 
 
 
 
 
 
 
 
 
him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.
 
(d) Unless otherwise stated in the Articles of Incorporation of the Corporation, the Chairperson, President or any two Directors of the Corporation may call any special meeting of the Board of Directors.
 
Section 5  - Chairperson:
The Chairperson of the Board, if any and if present, shall preside at all meetings of the Board of Directors. If there shall be no Chairperson, or he or she shall be absent, then the President shall preside, and in his absence, any other director chosen by the Board of Directors shall preside.
 
Section 6 - Quorum and Adjournments: (Section 607.0820 & 607.0824)
(a) At all meetings of the Board of Directors, or any committee thereof, the presence of a majority of the entire Board, or such committee thereof, shall constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or these Bylaws. (Note: If the Articles of Incorporation authorize a quorum to consist of less than a majority, but no fewer than one-third of the prescribed number of directors as permitted by law, these Bylaws would state that this lesser amount, instead of a majority, will constitute a quorum.)
 
(b) A majority of the Directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, whether or not a quorum exists. Notice of such adjourned meeting shall be given to Directors not present at time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors who were present at the adjourned meeting.
 
Section 7 - Manner of Acting: [Section 607.0820(c), 607.0821 & 607.0824]
(a) At all meetings of the Board of Directors, each Director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.
 
(b) Except as otherwise provided by statute, by the Articles of Incorporation, or these bylaws, action approved by a majority of the votes of the Directors present at any meeting of the Board or any committee thereof, at which a quorum is present shall be the act of the Board of Directors or any committee thereof.
 
(c) Any action authorized in writing made prior or subsequent to such action, by all of the Directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors, or any committee thereof, and have the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board or committee for all purposes and may be stated as such in any certificate or document filed with the Secretary of the State of Florida. Any action taken without a meeting is deemed effective when the last director or committee member signs the consent, unless the consent specifies a different effective date for such action.
 
(d) Where appropriate communications facilities are reasonably available, any or all directors shall have the right to participate in any Board of Directors meeting, or a committee of the Board of Directors meeting, by means of conference telephone or any means of communications by which all persons participating in the meeting are able to hear each other.
 
 
 
 
FL Bylaws - 7
 
 
 
 
 
 
 
Section 8 - Vacancies: (Section 607.0809)
(a) Any vacancy in the Board of Directors occurring by reason of an increase in the number of  directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a Director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any Director, or other cause, shall be filled by an affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board or by a sole remaining Director, at any regular meeting or special meeting of the Board of Directors called for that purpose.
 
(b) Unless otherwise provided for by statute, the Articles of Incorporation or these Bylaws, when one or more Directors shall resign from the board and such resignation is effective at a future date, a majority of the Directors, then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote otherwise to take effect when such resignation or resignations shall become effective.
 
(c) If a Director or Directors or class of Directors was elected by a voting group of shareholders, only the shareholders of that voting group or a majority of the Directors then in office elected by such voting group or be a sole remaining Director elected by such voting group may fill the vacancy in the Board of Directors created by such Director. Unless the Articles of Incorporation of the Corporation state otherwise, if there is no Director elected by such voting group remaining in office, the Directors not elected by such voting group may fill vacancies by an affirmative vote of a majority of those remaining Directors, though less than a quorum of the Board of Directors exists or by the shareholders.
 
Section 9 - Resignation: (Section 607.0807)
A Director may resign at any time by giving written notice to the Corporation. Such resignation shall be effective upon receipt thereof by the Corporation unless the notice specifies a later effective date, in which event the Board may fill the pending vacancy before the effective date if they provide that the successor does not take office until the effective date.
 
Section 10 - Removal: (Section 607.0808)
One or more or all the Directors of the Corporation may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, unless the Articles of Incorporation provide that Directors may only be removed for cause. If a Director was elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that Director. The notice of the meeting at which a vote is taken to remove a Director must state that the purpose or one of the purposes of the meeting is the removal of the Director or Directors.
 
Section 11 - Salary: (Section 607.08101)
The Board of Directors may authorize and establish reasonable compensation of the Directors for services to the Corporation as Directors, including, but not limited to attendance at any annual or special meeting of the Board.
 
Section 12 - Committees: (Section 607.0825)
The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees,
 
 
 
 
FL Bylaws - 8
 
 
 
 
 
 
 
 
 
and alternate members thereof, as they deem desirable, each consisting of two or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board and, unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.
 
ARTICLE IV - OFFICERS
 
Section 1 - Number, Qualifications, Election and Term of Office: (Section 607.0841)
(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairperson of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairperson of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.
 
(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.
 
(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, subject to earlier termination by his or her death, resignation or removal.
 
(d) Each officer shall have the authority to perform such duties as may be provided for in these Bylaws or as may be determined, from time to time, by resolution of the Board not inconsistent with these Bylaws.
 
(e) Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or these By-Laws to be executed, acknowledged, or verified by two or more officers.
 
Section 2 - Resignation: (Section 607.0842)
Any officer may resign at any time by giving written notice of such resignation to the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Corporation, and the acceptance of such resignation shall not be necessary to make it effective. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.
 
Section 3 - Removal: (Section 607.0842)
Any officer elected by the Board of Directors may be removed, either with or without cause, and a successor elected by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
 
Section 4 - Vacancies: (Section 607.0842)
A vacancy, however caused, occurring in the Board and any newly created Directorships resulting from an increase in the authorized number of Directors may be filled by the Board of
 
 
 
 
FL Bylaws - 9
 
 
 
 
 
 
 
 
 
Directors, even though there is less than a quorum of the Board, or by the sole remaining Director.
 
Section 5 - Duties of Officers: (Section 607.0841)
Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such authority and perform such duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these Bylaws, or may from time to time be specifically conferred or imposed by the Board of Directors, not inconsistent with these Bylaws.
 
Section 6 - Shares of Other Corporations:
The President, any Vice President, or such other person as the Board of Directors may authorize can execute any proxy, consent, or exercise the right to vote possessed by the Corporation shares of stock owned by the Corporation at any meeting or shareholders of, or with respect to any action of shareholders of any other corporation, subject to the direction of the Board of Directors.
 
Section 7 - Compensation: (Section 607.0302)
The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors.
 
ARTICLE V - SHARES OF STOCK
 
Section 1 - Certificate of Stock: (Section 607.0604, 607.0621 & 607.0625)
 
(a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.
 
(b)The certificates representing shares of the Corporation shall state on its face that the Corporation is organized under the laws of Florida:
 
(I) the name of the person to whom issued;
(II) the number and class of shares;
(III) the designation of the series, if any, which such certificate represents; and
(IV) the relative rights, preferences and limitations applicable to each class, if any, must be summarized on the front or back of each certificate or a statement on the front or back of such certificate that the Corporation will furnish the shareholder a full statement of this information on request to such shareholder and without charge.
 
(c) Certificated shares of the Corporation shall be signed, (either manually or by facsimile), by the President or Vice-President and the Secretary or an Assistant Secretary, or any other Officer designated by the Board of Directors. In case any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
 
(d) Within a reasonable time after the issuance of by the Board or the transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or states on certificates by this subsection of these Bylaws.
 
 
 
 
FL Bylaws -10
 
 
 
 
 
 
 
 
(e) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
 
Section 2 - Fractions of Shares/Scrip: (Section 607.0826)
The Board of Directors may authorize the issuance of certificates or payment of money for fractions of a share, either represented by a certificate or uncertificated, which shall entitled the holder to exercise voting rights, receive dividends and participate in any assets of the Corporation in the event of liquidation, in proportion to the fractional holdings; or it may authorize the payment in case of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Coloration, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.
 
Section 3 - Lost or Destroyed Certificates: (Section 678.405)
The Board of Directors may direct a new certificate or certificates to be issued in place of in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed if the owner:
 
(a) so requests before the Corporation has notice that the shares have been acquired by a bona fide purchaser,
 
(b) files with the Corporation a sufficient indemnity bond; and
 
(c) satisfies such other requirements, including evidence of loss, theft, or destruction, as may be imposed by the Corporation.
 
Section 4 - Transfers of Shares:
(a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by a owner of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent or a registrar , if any; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed and the payment of all taxes due thereon.
 
(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
 
Section 5-Record Date: (Section 607.0723 & 607.0707)
(a) The Board of Directors may fix, in advance, a date not exceeding seventy days before the meeting or action requiring a determination of shareholders, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for a shareholders entitled to notice of meeting shall be at the close of business on the day preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. If no record date is given for
 
 
FL Bylaws -11
 
 
 
 
 
 
 
 
shareholders entitled to a share dividend, it is the date the Board of Directors authorizes the share dividend.
 
(b) If no record date is fixed, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder delivers his/her demand to the Corporation.
 
(c) If no record date is fixed and no prior action is required by the Board, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded.
 
(d) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
 
ARTICLE VI - DIVIDENDS (Section 607.0623)
 
Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may  determine.
 
ARTICLE VII - FISCAL YEAR
 
The fiscal year of the Corporation shall be fixed, and shall be subject to changed by the Board of Directors from time to time, subject to applicable law.
 
ARTICLE VIII - CORPORATE SEAL [Section 607.0302(2)]
 
The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors.
 
ARTICLE IX - AMENDMENTS (Section 602.1020)
 
Section 1 - Initial Bylaws:
The initial Bylaws of the Corporation shall be adopted by the Board of Directors at its organizational meeting, when such meeting is held by the Directors.
 
Section 2 - By Shareholders:
All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of Directors even though these Bylaws may also be altered, amended or repealed by the Board of Directors.
 
Section 3 - By Directors:
The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation; however, Bylaws made by the Board may be altered or repealed, and new Bylaws made by the shareholders.
 
 
FL Bylaws -12
 

 
 
 


Exhibit 5.1

THE LAW OFFICE OF
CONRAD C. LYSIAK, P.S.
601 West First Avenue, Suite 903
Spokane, Washington 99201
(509) 624-1475
FAX: (509) 747-1770
EMAIL: cclysiak@lysiaklaw.com

June 13, 2013

Board of Directors
Pub Crawl Holdings, Inc.
801 West Bay Drive, Suite 470
Largo, Florida 33770

 
RE:
PUB CRAWL HOLDINGS, INC.

Ladies/Gentlemen:

I have acted as counsel for Pub Crawl Holdings, Inc., a Nevada corporation (the “Company”), in connection with the preparation of a registration statement on Form S-1 (the “Registration Statement”) pursuant to the United States Securities Act of 1933, as amended (the “Act”) to be filed with the Securities and Exchange Commission (the “SEC”) in connection with a proposed public offering by certain shareholders of 40,000,000 common shares, $0.001 par value per share of the Company’s common stock (the “Shares”) at the market price.

You have asked me to render my opinion as to the matters hereinafter set forth herein.

I have examined originals and copies, certified or otherwise identified to my satisfaction, of all such agreements, certificates, and other statements of corporate officers and other representatives of the company, and other documents as I have deemed necessary as a basis for this opinion.  In my examination I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies.  I have, when relevant facts material to my opinion were not independently established by me, relied to the extent I deemed such reliance proper upon written or oral statements of officers and other representatives of the Company.

Based upon and subject to the foregoing, I am of the opinion that insofar as the laws of Nevada are concerned:

1.
The Company is a corporation duly organized and validly existing under the laws of Nevada.

2.
The Shares described in the Registration Statement will be, when sold, duly authorized, fully paid and non-assessable.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement, and to the use of my firm name wherever appearing in the Registration Statement.

 
Yours truly,
 
 
 
The Law Office of Conrad C. Lysiak, P.S.
 
 
 
BY:
CONRAD C. LYSIAK
   
Conrad C. Lysiak


 
 
 


Exhibit 21.1

LIST OF SUBSIDIARIES

 
Name of Subsidiary
Jurisdiction of Formation
     
1.
PB PubCrawl.com
California
     
2.
Mobile Dynamic Marketing, Inc.
Florida




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 




 
 
 


Exhibit 23.1
CONSENT OF M&K CPAS, PLLC - PAGE 1.

 
 
 


Exhibit 23.2


THE LAW OFFICE OF
CONRAD C. LYSIAK, P.S.
601 West First Avenue, Suite 903
Spokane, Washington 99201
(509) 624-1475
FAX: (509) 747-1770
EMAIL: cclysiak@lysiaklaw.com




CONSENT


I HEREBY CONSENT to the inclusion of my name in connection with the Form S-1 Registration Statement filed with the Securities and Exchange Commission as attorney for the registrant, Pub Crawl Holdings, Inc.

DATED this 13 th day of June, 2013.


 
Yours truly,
 
 
 
The Law Office of Conrad C. Lysiak, P.S.
 
 
 
 
 
BY:
CONRAD C. LYSIAK
   
Conrad C. Lysiak