Large accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
x
|
Title of Each Class of Securities to be Registered
|
Amount to be Registered
|
Proposed Offering Price Per Share
|
Proposed Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
Common Stock, $0.001 par value
|
400,000
|
$0.10
|
$40,000
|
$5.15
|
TOTAL
|
400,000
|
$0.10
|
$40,000
(1)
|
$5.15
|
(1)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
|
Per Share
|
Total
|
|||||||
Public Offering Price sold by the Company (1)…
|
$ | 0.10 | $ | 40,000 | ||||
Underwriting discounts and Commissions…
|
$ | 0.00 | $ | 0.00 | ||||
Proceeds to Mirror Me, Inc…
|
$ | 0.10 | $ | 40,000 | ||||
Net Proceeds to Mirror Me, Inc(2)…
|
0.10 | $ | 28,500 |
(1)
|
This table excludes shares to be sold by selling shareholder, the proceeds from which, will not be received by the Company.
|
(2)
|
Total reflects an estimate of expenses including: accounting and audit $2,900, legal $5,000, copy and printing $600, $2,000 for EDGAR services and $1,000 for transfer agent setup and initial certificate issuances.
|
PAGE
|
|
Prospectus Summary
|
1 |
The Offering
|
3 |
Summary Finncial Information
|
4 |
Risk Factors
|
4 |
Special Note Regarding Forward-Looking Information
|
15 |
Capitalization
|
15 |
Use of Proceeds
|
16 |
Determination of Offering Price
|
16 |
Dilution
|
17 |
Plan of Distribution and Terms of the Offering
|
18 |
Legal Proceedings
|
19 |
Director, Executive Officers, Promoters and Control Persons
|
20 |
Security Ownership of Certain Beneficial Owners and Management
|
20 |
Description of Securities
|
21 |
Interest of Named Experts and Counsel
|
23 |
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
|
23 |
Description of Business
|
24 |
Reports to Stockholders
|
26 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
27 |
Facilities
|
31 |
Certain Relationships and Related Party Transactions
|
31 |
Market for Common Equity and Related Stockholders Matters
|
31 |
Dividends
|
31 |
Executive Compensation
|
32 |
Shares Eligible for Future Sale
|
33 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
33 |
Index to Financial Statements
|
34 |
Report of Independent Certified Public Accountant
|
F-1 |
Balance Sheet
|
F-2 |
Statement of Operations
|
F-3 |
Statement of Stockholders’ Equity
|
F-4 |
Statement of Cash Flows
|
F-5 |
Notes to Financial Statements
|
F-6 - F-10 |
New Securities Offered…(1)
|
400,000 shares of common stock, $0.001 par value per share.
|
Price Per Share…(2)
|
$0.10
|
Minimum Purchase…
|
$500/5,000 shares of common stock
|
Common Stock Outstanding before Offering…
|
4,000,000 shares of common stock
|
Common Stock Outstanding after Offering…
|
4,400,000 shares of common stock
|
Estimated Total Proceeds…
|
$40,000
|
Offering Expenses…(3)
|
$11,500
|
Net Proceeds after Offering Expenses…
|
$28,500
|
Use of Proceeds…
|
Other than the expenses of the offering, the proceeds of the offering will be used for; accounting, graphic design, marketing, software development, legal, equipment and general working capital.
|
Subscriptions…
|
Subscriptions are to be made payable to “Mirror Me, Inc.”
|
(1)
|
Management may not, and will not purchase any shares in this offering.
|
(2)
|
Currently there is no trading market for our stock. We intend to apply for quotation on the OTC-QB and will require assistance of a market-maker to apply for quotation and there is no guarantee that a market-maker will agree to assist us.
|
(3)
|
Total reflects an estimate of costs including: accounting and audit $2,900, legal $5,000, copy and printing $600, $2,000 for EDGAR services and $1,000 for transfer agent setup and initial certificate issuances.
|
Income Statement Data:
|
(Inception)
October 24, 2013 to
November 30, 2013 (audited)
|
|||
Revenue
|
$ | - | ||
Expenses:
|
||||
General and administrative expenses
|
1,210 | |||
Professional fees
|
10,000 | |||
Total expenses
|
11,210 | |||
Net loss
|
$ | (11,213 | ) | |
Net loss per share – basic
|
$ | (0.02 | ) |
Balance Sheet Data:
|
As at
November 30, 2013 (audited)
|
|||
Total Assets…
|
$ | 5,490 | ||
Total Liabilities…
|
$ | 12,703 | ||
Total Stockholders’ Equity…
|
$ | (7,213 | ) |
·
expanding the market penetration of our offerings to consumers; and
|
·
the successful evolution of our product mix.
|
·
our encryption and authentication technology, and access and security procedures, may be compromised, breached or otherwise be insufficient to ensure the security of customer information;
|
·
we could experience unauthorized access, computer viruses, system interference or destruction, “denial of service” attacks and other disruptive problems, whether intentional or accidental, that may inhibit or prevent access to our website or use of our products and services;
|
·
someone could circumvent our security measures and misappropriate our partners’ or our customers’ intellectual property, interrupt our operations, or jeopardize our licensing arrangements, which are contingent on our sustaining appropriate security protections;
|
·
our computer systems could fail and lead to service interruptions;
|
·
we may be unable to scale our infrastructure with increases in customer demand; or
|
·
our network of facilities may be affected by a natural disaster, terrorist attack or other catastrophic events.
|
·
|
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.
|
As of
November 30, 2012
(Audited)
|
AS
ADJUSTED
For the Offering Proceeds
|
|||||||
Total Liabilities:
|
$ | 12,703 | $ | 12,703 | ||||
Stockholders’ Deficit:
|
||||||||
Preferred Stock, $0.001 par value; 10,000,000 shares authorized;
|
- | - | ||||||
Common Stock, $0.001 par value; 100,000,000 shares authorized;
|
||||||||
4,000,000 shares issued and outstanding
|
4,000 | - | ||||||
4,400,000 shares issued and outstanding as adjusted following 400,000 issued in this offering
|
- | 4,400 | ||||||
Additional paid-in capital
|
- | 39,600 | ||||||
Offering Expenses
|
- | (11,500 | ) | |||||
Deficit accumulated during development stage
|
(11,213 | ) | (11,213 | ) | ||||
Stockholders’ Equity
|
$ | (7,213 | ) | $ | 21,287 | |||
Total Capitalization
|
$ | 5,490 | $ | 33,990 |
Amount
|
||||
$ | 40,000 | |||
$ | 2,900 | |||
Legal
|
5,000 | |||
600 | ||||
Transfer Agent Fees
|
1,000 | |||
EDGAR Fees
|
2,000 | |||
$ | 28,500 | |||
Use of Net Proceeds
|
||||
Accounting Fees (1)
|
8,250 | |||
Legal(2)
|
7,500 | |||
Working Capital (3)
|
12,750 | |||
Total Use of Net Proceeds
|
$ | 28,500 |
(1)
|
Accounting Fees
. We have allocated up to $8,250 services in assisting us in our SEC reports and preparation of our financial statements for a twelve month period.
|
(2)
|
Legal Fees.
We have allocated up to $7,500 in services for assistance in our SEC reports for a twelve month period.
|
(3)
|
Working Capital
. Includes any application deemed appropriate for the company to maintain operations, including but not limited to the expenses relating to our marketing and website maintenance.
|
|
·
|
our start u
p status;
|
|
·
|
prevailing market conditions, including the history and prospects for the industry in which we compete;
|
|
·
|
our future prospects; and
|
|
·
|
our capital structure.
|
Offering price per share...
|
$ | 0.10 | ||
Net tangible book value per share before offering…
|
$ | 0.00 | ||
Increase per share attributable to investors…
|
$ | 0.01 | ||
Pro forma net tangible book value per share after offering…
|
$ | 0.01 | ||
Dilution per share to investors…
|
$ | 0.09 |
(1)
|
Includes 4,000,000 shares issued in November of 2013, to our one founding stockholder for her initial contribution of $4,000 for setting up our corporate entity and providing the product development and concept plans for the business opportunity.
|
·
|
Shares will be offered to friends, family and other associates of Ms. Vazquez through personal contacts; there will be no direct mail or advertising associated with this offering;
|
·
|
Shares will be offered to individuals who have expressed interest to Ms. Vazquez in regards to investing in a start-up venture;
|
·
|
he must not be subject to a statutory disqualification;
|
·
|
he must not be compensated in connection with such selling participation by payment of commissions or other payments based either directly or indirectly on such transactions;
|
·
|
he must not be an associated person of a broker-dealer;
|
·
|
he must primarily perform, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of Mirror Me otherwise than in connection with transactions in securities; and
|
·
|
he must perform substantial duties for the issuer after the close of the offering not connected with transactions in securities, and not have been associated with a broker or dealer for the preceding 12 months, and not participate in selling an offering of securities for any issuer more than once every 12 months
.
|
·
|
a prospectus, with subscription agreement, is delivered by Mirror Me to each offeree;
|
·
|
the subscription is completed by the offeree, and submitted with check to Mirror Me where the subscription and a copy of the check is sent to counsel for review;
|
·
|
each subscription is reviewed by counsel for Mirror Me to confirm the subscribing party completed the form, and to confirm the state of acceptance;
|
·
|
once approved by counsel, the subscription is accepted by Ms. Vazquez, and the funds are deposited into an account labeled: Mirror Me, Inc., within four (4) days of acceptance;
|
·
|
subscriptions not accepted, are returned with the check un-deposited within 24 hours of determination of non-acceptance.
|
Name
|
Age
|
Title
|
Luz Vazquez
|
36
|
President, Secretary, Treasurer and Director
|
Name of Beneficial Owner
|
Number Of Shares
|
Percent Before Offering
|
Percent After Offering
|
Luz Vazquez
|
4,000,000
|
100%
|
90.9%
|
All Directors, Officers and Principle Stockholders as a Group
|
4,000,000
|
100%
|
90.9%
|
•
|
adopt resolutions;
|
•
|
to issue the shares;
|
•
|
to fix the number of shares;
|
•
|
to change the number of shares constituting any series; and
|
|
|
•
|
to provide for or change the following:
|
•
|
the voting powers;
|
•
|
designations;
|
•
|
preferences; and
|
•
|
relative, participating, optional or other special rights, qualifications, limitations or restrictions, including the following:
|
•
|
dividend rights (including whether dividends are cumulative);
|
•
|
dividend rates;
|
•
|
terms of redemption (including sinking fund provisions);
|
•
|
redemption prices;
|
•
|
conversion rights; and
|
•
|
liquidation preferences of the shares constituting any class or series of the preferred stock.
|
|
·
|
20 to 33%
|
|
·
|
33% to 50%
|
|
·
|
more than 50%.
|
|
·
|
any breach of the director’s duty of loyalty to us or our stockholders
|
|
·
|
acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law
|
|
·
|
or under applicable Sections of the Nevada Revised Statutes
|
|
·
|
the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes or,
|
|
·
|
for any transaction from which the director derived an improper personal benefit.
|
·
|
efficient design and programing writing;
|
·
|
extensive Beta testing through friends and family network, or eventually through current users;
|
·
|
timely and useful downloadable updates;
|
·
|
marketable launch through the Company’s website or through third party retailer.
|
·
|
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.
|
·
|
To set up our corporate structure (file for incorporation) set up corporate governance. Accomplished through the incorporation in Nevada in October of 2013;
|
·
|
To retain counsel and an auditor to assist in preparation of documents providing for the raising of $40,000 to complete Stage II of our Plan of Operations. Accomplished in October 2013 and November of 2013. Total costs approximately $13,500. (Counsel to be paid from proceeds of offering in the sum of $5,000);
|
·
|
Launch initial website;
|
·
|
Begin to write program for first app.
|
·
|
Expand and improve our website;
|
·
|
Develop network of Beta testers; and
|
·
|
Research and secure multiple third party retailers which will allow us to market and sell our applications.
|
|
·
|
our financial condition;
|
|
·
|
earnings;
|
|
·
|
need for funds;
|
|
·
|
capital requirements;
|
|
·
|
prior claims of preferred stock to the extent issued and outstanding; and
|
|
·
|
other factors, including any applicable laws.
|
|
·
|
no restricted shares will be eligible for immediate sale on the date of this prospectus; and
|
|
·
|
the remainder of the restricted shares will be eligible for sale from time to time thereafter upon expiration of their respective Rule 144 holding periods, subject to restrictions on such sales by affiliates.
|
For the Period Ended October 31, 2013 (Audited)
|
Page
|
INDEPENDENT AUDITORS’ REPORT
|
F-1
|
BALANCE SHEET
|
F-2
|
STATEMENT OF OPERATIONS
|
F-3
|
STATEMENT OF STOCKHOLDERS’ EQUITY
|
F-4
|
STATEMENT OF CASH FLOWS
|
F-5
|
NOTES TO FINANCIAL STATEMENTS
|
F-6 - F-10
|
MIRROR ME, INC.
|
||||
(A DEVELOPMENT STAGE COMPANY)
|
||||
STATEMENT OF OPERATIONS
|
||||
(audited)
|
||||
Inception
|
||||
(October 24, 2013)
|
||||
to
|
||||
November 30,
|
||||
2013
|
||||
Revenue
|
$ | - | ||
Operating expenses:
|
||||
General and administrative
|
1,210 | |||
Professional fees
|
10,000 | |||
Total operating expenses
|
11,210 | |||
Other expense:
|
||||
Interest expense - related party
|
(3 | ) | ||
Total other expense
|
(3 | ) | ||
Net loss
|
$ | (11,213 | ) | |
Weighted average number of common
|
||||
shares outstanding - basic
|
526,316 | |||
Net loss per share - basic
|
$ | (0.02 | ) |
MIRROR ME, INC.
|
||||||||||||||||||||||||
(A DEVELOPMENT STAGE COMPANY)
|
||||||||||||||||||||||||
STATEMENT OF STOCKHOLDERS' DEFICIT
|
||||||||||||||||||||||||
(audited)
|
||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||
During
|
Total
|
|||||||||||||||||||||||
Preferred Shares
|
Common Shares
|
Development
|
Stockholders'
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Stage
|
Deficit
|
|||||||||||||||||||
Inception, (October 24, 2013)
|
- | $ | - | - | $ | - | $ | - | $ | - | ||||||||||||||
November 26, 2013
|
||||||||||||||||||||||||
Issuance of common stock for cash
|
- | - | 4,000,000 | 4,000 | - | 4,000 | ||||||||||||||||||
Net loss
|
- | - | - | - | (11,213 | ) | (11,213 | ) | ||||||||||||||||
Balance, November 30, 2013
|
- | $ | - | 4,000,000 | $ | 4,000 | $ | (11,213 | ) | $ | (7,213 | ) |
MIRROR ME, INC.
|
||||
(A DEVELOPMENT STAGE COMPANY)
|
||||
STATEMENT OF CASH FLOWS
|
||||
(audited)
|
||||
Inception
|
||||
(October 24, 2013)
|
||||
to
|
||||
November 30,
|
||||
2013
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||
Net loss
|
$ | (11,213 | ) | |
Adjustments to reconcile net income
|
||||
to net cash used in operating activities:
|
||||
Stock issued for services
|
- | |||
Changes in operating assets and liabilities:
|
||||
Increase in prepaid expenses
|
(4,600 | ) | ||
Increase in accounts payable
|
5,700 | |||
Increase in accrued interest payable - related party
|
3 | |||
Net cash used in operating activities
|
(10,110 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||
Proceeds from line of credit
|
7,000 | |||
Proceeds for the sale of common stock
|
4,000 | |||
Net cash provided by financing activities
|
11,000 | |||
NET CHANGE IN CASH
|
890 | |||
CASH AT BEGINNING OF PERIOD
|
- | |||
CASH AT END OF PERIOD
|
$ | 890 | ||
SUPPLEMENTAL INFORMATION:
|
||||
Interest paid
|
$ | - | ||
Income taxes paid
|
$ | - |
2013
|
||||
Deferred tax assets:
|
||||
Net operating loss carryforward
|
$ | 3,925 | ||
Total deferred tax assets
|
3,925 | |||
Less: Valuation allowance
|
(3,925 | ) | ||
Net deferred tax assets
|
$ | - |
2013
|
||||
Federal statutory rate
|
(35.0 | )% | ||
State taxes, net of federal benefit
|
(0.00 | )% | ||
Change in valuation allowance
|
35.0 | % | ||
Effective tax rate
|
0.0 | % |
TABLE OF CONTENTS
|
PAGE
|
Prospectus Summary
|
1
|
The Offering
|
3
|
Summary Financial Information
|
4
|
Risk Factors
|
4
|
Lack of Operating History
|
4
|
Dependency on Sole Officer & Director
|
11
|
Lack of Experience By Our Sole Officer
|
11
|
Sole Officer Involved in Other Businesses
|
12
|
No Public Market For Our Stock
|
13
|
Special Note Regarding Forward Looking Statement
|
15
|
Capitalization
|
15
|
Use of Proceeds
|
16
|
Determination of Offering Price
|
16
|
Dilution
|
17
|
Plan of Distribution
|
18
|
Legal Proceedings
|
19
|
Director, Executive Officers, Promoters & Control Persons
|
20
|
Security Ownership of Certain Beneficial Owners & Management
|
20
|
Description of Securities
|
21
|
Interest of Named Experts and Counsel
|
23
|
Disclosure of Commission Position of Indemnification of Securities Act Liabilities
|
23
|
Description of Business
|
24
|
Reports to Stockholders
|
26
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
27
|
Facilities
|
31
|
Certain Relationships and Related Party Transactions
|
31
|
Market for Common Equity and related Stockholders Matters
|
31
|
Dividends
|
31
|
Executive Compensation
|
32
|
Shares Eligible for Future Sale
|
33
|
Changes in and Disagreements with Accounts
|
33
|
Index to Financial Statements
|
34
|
Audited Financial Statements
|
|
Independent Auditors Report
|
F-1
|
Balance Sheet
|
F-2
|
Statement of Operations
|
F-3
|
Statement of Stockholder’s Equity
|
F-4
|
Statement of Cash Flows
|
F-5
|
Notes to Financial Statements
|
F-6 - F-10
|
Amounts
|
||||
Accounting and audit
|
$ | 2,900 | ||
Legal
|
$ | 5,000 | ||
Copying
|
$ | 600 | ||
EDGAR Filing Fees
|
$ | 2,000 | ||
Transfer agent setup
|
$ | 1,000 | ||
Securities and Exchange Commission registration fee
|
$ | 5.16 | ||
Total
|
$ | 11,505.16 |
A.
|
The undersigned registrant hereby undertakes to:
|
a.
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (230.424 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.
|
Signature
|
Title
|
Date
|
/S/ Luz Vazquez |
President
|
December 26, 2013 |
Luz Vazquez
|
||
/S/ Luz Vazquez |
Director
|
December 26, 2013 |
Luz Vazquez
|
||
/S/ Luz Vazquez |
Principal Executive Officer
|
December 26, 2013 |
Luz Vazquez
|
||
/S/ Luz Vazquez |
Principal Financial Officer
|
December 26, 2013 |
Luz Vazquez
|
||
/S/ Luz Vazquez |
Principal Accounting Officer
|
December 26, 2013 |
Luz Vazquez
|
||
/S/ Luz Vazquez |
Secretary/Treasurer
|
December 26, 2013 |
Luz Vazquez
|
Exhibit
|
Description
|
3(i)(a)*
|
Articles of Incorporation of Mirror Me filed on October 24, 2013
|
3(ii)(a)*
|
Bylaws of the Mirror Me
|
4*
|
Instrument defining the rights of security holders:
(a)Articles of Incorporation
(b)Bylaws
(c)Stock Certificate Specimen
|
5*
|
Opinion of the Stoecklein Law Group, LLP
|
10.1*
|
Subscription Agreement
|
10.2
|
Waiver From Stoecklein Law Group, LLP
|
11*
|
Statement Re: Computation of per share earnings
|
23.1*
|
Consent of Seale and Beers CPAs
|
23.2*
|
Consent of the Stoecklein Law Group, LLP
|
Luz Vazquez
|
1455 Kettner Blvd., #305,
San Diego, 92101
|
Luz Vazquez
|
1455 Kettner Blvd., #305,
San Diego, 92101
|
Columbia Center
|
Telephone: (619) 704-1310
|
401 West A Street
|
Facsimile: (619) 704-1325
|
Suite 1150
|
email:
djs@slgseclaw.com
|
San Diego, California 92101
|
web:
www.slgseclaw.com
|
·
|
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
|
·
|
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
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·
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the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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(a)
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The undersigned subscribes for ____________ shares of Common Stock of Mirror Me, Inc., at $0.10 per share.
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1.
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[ ] Individual 6. [ ] Joint Tenants with rights of Survivorship
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2.
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[ ] Tenants in Common 7. [ ] Custodian for_____________________________________
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3.
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[ ] Community Property 8. [ ] Uniform Gifts to Minors Act of the State ________________
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4.
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[ ] Partnership 9. [ ] Corporation _____________________________________
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5.
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[ ] Trust 10. [ ] Other (explain) ___________________________________
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(a)
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Subscriber is buying the Common Stock for Subscriber's own account or is buying for the account or benefit of a member or members of Subscriber's immediate family or in a fiduciary capacity for the account of another person or entity and is not purchasing as an agent for another. Furthermore, if Subscriber is purchasing for the account of another person or entity, Subscriber has full authority to execute this Subscription Agreement in such capacity and on behalf of such person or entity.
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Columbia Center
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Telephone: (619) 704-1310
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401 West A Street
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Facsimile: (619) 704-1325
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Suite 1150
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email:
djs@slgseclaw.com
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San Diego, California 92101
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web:
www.slgseclaw.com
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