Large accelerated filer
¨
|
Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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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
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Common Stock, $0.001 par value
|
500,000
|
$0.10
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$50,000
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$5.73
|
(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.
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Per Share
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Total
|
|||||||
Public Offering Price sold by the Company…
|
$ | 0.10 | $ | 50,000 | ||||
Underwriting discounts and Commissions…
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$ | 0.00 | $ | 0.00 | ||||
Proceeds to Smart Server, Inc…
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$ | 0.10 | $ | 50,000 | ||||
Net Proceeds to Smart Server, Inc(1)…
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$ | 0.10 | $ | 32,000 | ||||
(1)
Total reflects an estimate of expenses including: accounting and audit $6,000, legal $10,000, copy and printing $600, $400 for EDGAR services and $1,000 for transfer agent setup and initial certificate issuances.
|
PAGE
|
|
Prospectus Summary
|
1
|
The Offering
|
3
|
Summary Financial Information
|
4
|
Risk Factors
|
5
|
Special Note Regarding Forward-Looking Information
|
15
|
Capitalization
|
16
|
Use of Proceeds
|
16
|
Determination of Offering Price
|
17
|
Dilution
|
18
|
Plan of Distribution and Terms of the Offering
|
18
|
Legal Proceedings
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21
|
Director, Executive Officers, Promoters and Control Persons
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21
|
Security Ownership of Certain Beneficial Owners and Management
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21
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Description of Securities
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22
|
Interest of Named Experts and Counsel
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24
|
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
|
24
|
Description of Business
|
25
|
Reports to Stockholders
|
29
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
30
|
Facilities
|
34
|
Certain Relationships and Related Party Transactions
|
34
|
Market for Common Equity and Related Stockholders Matters
|
34
|
Dividends
|
35
|
Executive Compensation
|
35
|
Shares Eligible for Future Sale
|
36
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
37
|
Index to Financial Statements
|
38
|
Report of Independent Certified Public Accountant
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F-1
|
Balance Sheet
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F-2
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Statement of Operations
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F-3
|
Statement of Stockholders’ Equity
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F-4
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Statement of Cash Flows
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F-5
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Notes to Financial Statements
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F-6 – F-10
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New Securities Offered…(1)
|
500,000 shares of common stock, $0.001 par value per share.
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Price Per Share…(2)
|
$0.10
|
Minimum Purchase…
|
$500/5,000 shares of common stock
|
Common Stock Outstanding before Offering…
|
5,000,000 shares of common stock
|
Common Stock Outstanding after Offering…
|
5,500,000 shares of common stock
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Estimated Total Proceeds…
|
$50,000
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Offering Expenses…(3)
|
$18,000
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Net Proceeds after Offering Expenses…
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$32,000
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Use of Proceeds…
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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…
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Subscriptions are to be made payable to “Smart Server”
|
(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.
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(3)
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Total reflects an estimate of costs including: accounting and audit $6,000, legal $10,000, copy and printing $600, $400 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
|
1,489 | |||
Professional fees
|
10,100 | |||
Executive compensation – related party
|
20,000 | |||
Research and development
|
1,600 | |||
Total expenses
|
33,189 | |||
Net loss
|
$ | (33,265 | ) | |
Net loss per share – basic
|
$ | (0.01 | ) |
Balance Sheet Data:
|
As at
November 30, 2013 (audited)
|
|||
Total Assets…
|
$ | 7,086 | ||
Total Liabilities…
|
$ | 20,351 | ||
Total Stockholders’ Equity…
|
$ | (13,265 | ) |
|
(1) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and
|
·
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, 2013
(Audited)
|
AS
ADJUSTED
For the Offering Proceeds
|
|||||||
Total Liabilities:
|
$ | 20,351 | $ | 20,351 | ||||
|
||||||||
Stockholders’ Deficit:
|
||||||||
Preferred Stock, $0.001 par value; 10,000,000 shares authorized;
|
- | - | ||||||
Common Stock, $0.001 par value; 100,000,000 shares authorized;
|
||||||||
5,000,000 shares issued and outstanding
|
5,000 | - | ||||||
5,500,000 shares issued and outstanding as adjusted following 500,000 issued in this offering
|
- | 5,500 | ||||||
Additional paid-in capital
|
15,000 | 64,500 | ||||||
Offering Expenses
|
- | (18,000 | ) | |||||
Deficit accumulated during development stage
|
(33,265 | ) | (33,265 | ) | ||||
Stockholders’ Equity
|
$ | (13,265 | ) | $ | 18,735 | |||
Total Capitalization
|
$ | 7,086 | $ | 39,086 |
Amount
|
||||
$ | 50,000 | |||
$ | 6,000 | |||
Legal
|
10,000 | |||
600 | ||||
Transfer Agent Fees
|
1,000 | |||
EDGAR Fees
|
400 | |||
$ | 32,000 | |||
Use of Net Proceeds
|
||||
Accounting Fees (1)
|
10,500 | |||
Legal(2)
|
8,750 | |||
Working Capital (3)
|
12,750 | |||
Total Use of Net Proceeds
|
$ | 32,000 |
(1)
|
Accounting Fees
. We have allocated up to $10,500 in 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 $8,750 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 up status;
|
|
·
|
prevailing market conditions, including the history and prospects for the industry in which we compete;
|
|
·
|
our future prospects; and
|
|
·
|
our capital structure.
|
(1)
|
Includes 5,000,000 shares issued in November of 2013 (at a price of $0.004 per share), to our founding stockholder for his services provided to the Company of 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 Mr. Lane 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 Mr. Lane 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 Smart Server 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 Smart Server to each offeree;
|
·
|
the subscription is completed by the offeree, and submitted with check to Smart Server where the subscription and a copy of the check is sent to counsel for review;
|
·
|
each subscription is reviewed by counsel for Smart Server to confirm the subscribing party completed the form, and to confirm the state of acceptance;
|
·
|
once approved by counsel, the subscription is accepted by Mr. Lane, and the funds are deposited into an account labeled: Smart Server, Inc., within four (4) days of acceptance;
|
·
|
subscriptions not accepted, are returned with the check un-deposited within 24 hours of
|
Name
|
Age
|
Title
|
Matthew Lane
|
31
|
President, Secretary, Treasurer and Director
|
Name of Beneficial Owner
|
Number Of Shares
|
Percent Before Offering
|
Percent After Offering
|
Matthew Lane
|
5,000,000
|
100%
|
90.9%
|
All Directors, Officers and Principle Stockholders as a Group
|
5,000,000
|
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 third party retailer or through the Company’s website.
|
·
|
Saves time – Have you ever waited patiently for a server to return your debit or credit card and it was not returned in a timely manner? What’s the point in waiting for your check when you can close out your tab at anytime from your smartphone? This can be frustrating when you are in a hurry to pay your bill or you have places to be. With Smart Server you can avoid this entirely by simply paying your bill from your smartphone or tablet at participating restaurants.
|
·
|
Reviews – As evident by the popularity of Yelp, “reviews are written by people using Yelp to share their everyday local business experiences, giving voice to consumers and bringing “word of mouth” online. The information these reviews provide is valuable for consumers and businesses alike.” With that being said, we believe an important part of having repeat customers in the restaurant and bar industry is knowing what your customers think about the level of customer service, and the overall experience. To that end, we intend to provide
|
·
|
reviews from Smart Server users. Upon implementation, users will be able to review and rate participating restaurants and bars through our app. We believe our reviews will provide valuable feedback to our users, as well as offering an incentive to attract new participating establishments.
|
·
|
Promotions – We intend to work with participating restaurants and establishments to offer customers who use Smart Server exclusive rewards, promotions, and special offers. When implemented, these discounts will be available directly from your from and automatically redeemable on your bill.
|
·
|
Bill Splitting – Another feature we plan on adding to our app, is a function where Smart Server users can split a bill whenever there are two or more individuals paying the bill. This feature avoids the necessity of having the server split the bill into two separate checks which can be make paying your bill even more complicated, and thus time consuming. When implemented, we believe this feature will make our app even more convenient because it will save your time.
|
·
|
Tipping – Yet another feature we intend to make available on our app is the ability to tip your server when paying your bill. Currently, we are researching the viability of adding a mandatory tipping feature to our app, unless the user writes a negative review stating why they decided not to include a tip, whether it was for poor service or the food was unpleasant.
|
·
|
Lost debit/credit card – Have you ever handed your credit card to a Server to pay your bill and accidentially left your card? With Smart Server you won’t have to worry about this because you never have to pull your card out of your wallet/purse. This reduces the likelihood of loosing your card, your card being stolen, or being forced to come back to pick up your card upon realzing that you left it.
|
·
|
Formation of the company;
|
·
|
Development of Company logo;
|
·
|
Development of our business plan;
|
·
|
Filing a Trademark application for our logo;
|
·
|
Launching of our preliminary website; and
|
·
|
Begin the design and development of our initial mobile application.
|
·
|
Design Smart Server Logo
|
·
|
Website Theme and Initial Setup
|
·
|
Domain Purchase & Registration (2 yrs)
www.smart-server.biz
|
·
|
Virtual Private Server Rental 1 Year
|
·
|
Mobile App Setup & Deployment
|
·
|
Apple Individual Developers Subscription “Annual Fee”
|
·
|
WordPress Plugin Subscriptions
|
·
|
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 $50,000 to complete Stage II of our Plan of Operations. Accomplished in October 2013 and December of 2013. Total costs approximately $13,500;
|
·
|
Launch initial website;
|
·
|
Begin to write program for first app.
|
·
|
Filed Trademark application for our Smart Server logo.
|
1.
|
Expand and improve our website – Management is formulating its plan on how best to employ its resources to expand and improve our website. We are working to add to the functionality of the site, which when fully implemented we intend to include: more detailed sections regarding partipating locations (which at this time we have no partipating locations); user/customer reviews, feedback, and testimonials, as well as reviews from participating restaurants and bars; information regarding special rewards, promotions, and special offers offered by participating restaurants and bars; and more information as our website expands and more ideas come forth.. 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 the Smart Server brand. We have begun designing a more advanced website, and intend to launch it during the first quarter of 2015. We estimate that the total cost required to complete the development of a more advanced website is $7,000.
|
2.
|
Creating a Wireframe and Prototype of our application – The wireframe is essentially the design and the prototype is the development of our app. The prototype will let us see how things interact with the user and realize if we need a “back” button here or a “done” button there. Our developer has begun the design writing of the app and anticipate having the prototype done during the second quarter of 2015. We estimate that the total cost required to complete the prototype is $15,000.
|
3.
|
Develop network of Beta testers and testing our App – Initial Beta testing will be done through friends and family. Our web developer will create a landing page that potential beta testers can easily find, learn about our beta test and sign up. We will get the word out via social networks to attract beta testing candidates. We anticipate
|
4.
|
Application Publishing – Research and secure multiple third party retailers which will allow us to market and sell our applications. Publishing refers to the process that takes the completed app and moves it into the Apple store. We estimate this process will cost $2,000 and be completed during the fourth quarter of 2015.
|
|
·
|
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.
|
·
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
·
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
·
|
the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
|
·
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
|
For the Year Ended November 30, 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
|
2013
|
||||
Deferred tax assets:
|
||||
Net operating loss carryforward
|
$ | 4,643 | ||
Total deferred tax assets
|
4,643 | |||
Less: Valuation allowance
|
(4,643 | ) | ||
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
|
8
|
Lack of Experience By Our Sole Officer
|
9
|
Sole Officer Involved in Other Businesses
|
9
|
No Public Market For Our Stock
|
10
|
Special Note Regarding Forward Looking Statement
|
15
|
Capitalization
|
16
|
Use of Proceeds
|
16
|
Determination of Offering Price
|
17
|
Dilution
|
18
|
Plan of Distribution
|
18
|
Legal Proceedings
|
21
|
Director, Executive Officers, Promoters & Control Persons
|
21
|
Security Ownership of Certain Beneficial Owners & Management
|
21
|
Description of Securities
|
22
|
Interest of Named Experts and Counsel
|
24
|
Disclosure of Commission Position of Indemnification of Securities Act Liabilities
|
24
|
Description of Business
|
25
|
Reports to Stockholders
|
29
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
30
|
Facilities
|
34
|
Certain Relationships and Related Party Transactions
|
34
|
Market for Common Equity and related Stockholders Matters
|
34
|
Dividends
|
35
|
Executive Compensation
|
35
|
Shares Eligible for Future Sale
|
36
|
Changes in and Disagreements with Accounts
|
37
|
Index to Financial Statements
|
38
|
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
|
$ | 6,000 | ||
Legal
|
$ | 10,000 | ||
Copying
|
$ | 600 | ||
EDGAR Filing Fees
|
$ | 400 | ||
Transfer agent setup
|
$ | 1,000 | ||
Securities and Exchange Commission registration fee
|
$ | 5.73 | ||
Total
|
$ | 18,005.73 |
A.
|
The undersigned registrant hereby undertakes to:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(iii)
|
(3)
|
(5)
|
(A)
|
(C)
|
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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 effective date, 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 effective date; or
|
(6)
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
(7)
|
In accordance of the Company’s request for acceleration of effective date pursuant to Rule 461 under the Securities Act:
|
(i)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of such issue.
|
Signature
|
Title
|
Date
|
/S/ Matthew Lane
|
President
|
March 20 , 2014
|
Matthew Lane
|
||
/S/ Matthew Lane
|
Director
|
March 20 , 2014
|
Matthew Lane
|
||
/S/ Matthew Lane
|
Principal Executive Officer
|
March 20 , 2014
|
Matthew Lane
|
||
/S/ Matthew Lane
|
Principal Financial Officer
|
March 20 , 2014
|
Matthew Lane
|
||
/S/ Matthew Lane
|
Principal Accounting Officer
|
March 20 , 2014
|
Matthew Lane
|
||
/S/ Matthew Lane
|
Secretary/Treasurer
|
March 20 , 2014
|
Matthew Lane
|
Exhibit
|
Description
|
3(i)(a)*
|
Articles of Incorporation of Smart Server filed on October 24, 2013
|
3(ii)(a)*
|
Bylaws of the Smart Server, Inc.
|
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
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10.1*
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Subscription Agreement
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10.2*
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Promissory Note dated November 7, 2013
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10.3*
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Promissory Note dated December 5, 2013
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10.4*
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Promissory Note dated January 30, 2014
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10.5*
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Consulting Agreement TechiT Marketing dated November 11, 2013
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11*
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Statement Re: Computation of per share earnings
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23.1*
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Consent of Seale and Beers, CPAs
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23.2*
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Consent of the Stoecklein Law Group, LLP
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Matthew Lane
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2956 WORDEN ST.,
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SAN DIEGO, 92106
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Matthew Lane
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2956 WORDEN ST.,
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SAN DIEGO, 92106
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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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·
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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;
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·
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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 Smart Server, 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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$20,000 USD
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November 7, 2013
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1.
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Interest Rate
. The outstanding principal balance of this Note shall bear an interest rate of six percent (6%).
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2.
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Maturity Date
. The date that this Note shall mature, and the principal amount outstanding hereunder, plus accrued unpaid interest thereon and any charges pertaining thereto, shall become due and payable at any time twenty four (24) months from the original issue date (the “
Maturity Date
”).
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3.
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Prepayments
. The Company may voluntarily prepay this Note either in whole or in part without penalty or premium.
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4.
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Waivers
. The Company hereby waives diligence, presentment for payment, demand, protest, notice of non-payment, notice of dishonor, notice of protest, and any and all other notices and demands whatsoever. The Company shall remain bound under this Note until all principal and interest and any other amounts that are payable hereunder have been paid or converted in full, notwithstanding any extensions or renewals granted with respect to this Note or the release of any party liable hereunder. The Company and any and all endorsers hereof, also waive the right to plead any and all statutes of limitations as a defense to any demand on this Note or any and all obligations or liabilities arising out of or in connection with this Note, to the fullest extent permitted by law.
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5.
|
Events of Default
. Any of the following events shall constitute an event of default by the Company under this Note (an “
Event of Default
”):
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|
(a)
|
the failure of the Company to pay to Holder, on the Maturity Date, any and all amounts due and owing under this Note; or
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6.
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No Waiver by Holder
. Any delay or omission on the part of Holder to exercise any of Holder’s rights or remedies hereunder or under applicable law, including, without limitation, the right to accelerate amounts owing under this Note, shall not be deemed a waiver of that right or remedy or of any other right or remedy of Holder in respect thereof. The acceptance by Holder of any payment pursuant to the terms of this Note which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the Holder’s rights or remedies under this Note or under applicable law at that time or at any subsequent time or nullify any prior exercise of any such rights or remedies without the express written consent of Holder, except as and to the extent provided to the contrary by applicable law.
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7.
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Governing Law
. This Note shall be governed by and construed according to and enforced under the internal laws of the State of California without giving effect to its choice of laws rules.
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8.
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Binding Nature
. The provisions of this Note shall be binding on the Company and shall inure to the benefit of the Holder.
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9.
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Usury Savings Provisions
. In the event Holder receives any sums under this Note which constitute interest in an amount in excess of that permitted by any applicable law, then, all such sums constituting interest in excess of that permitted to be paid under applicable law shall, at Holder’s option, either be credited to the payment of principal owing hereunder or returned to the Company.
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10.
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Severability
. If, but only to the extent that, any provision of this Note shall be invalid or unenforceable, then, such offending provision shall be deleted from this Note, but only to the extent necessary to preserve the validity and effectiveness of this Note to the fullest extent permitted by applicable law.
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$20,000 USD
|
December 5, 2013
|
1.
|
Interest Rate
. The outstanding principal balance of this Note shall bear an interest rate of six percent (6%).
|
2.
|
Maturity Date
. The date that this Note shall mature, and the principal amount outstanding hereunder, plus accrued unpaid interest thereon and any charges pertaining thereto, shall become due and payable at any time twenty four (24) months from the original issue date (the “
Maturity Date
”).
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3.
|
Prepayments
. The Company may voluntarily prepay this Note either in whole or in part without penalty or premium.
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4.
|
Waivers
. The Company hereby waives diligence, presentment for payment, demand, protest, notice of non-payment, notice of dishonor, notice of protest, and any and all other notices and demands whatsoever. The Company shall remain bound under this Note until all principal and interest and any other amounts that are payable hereunder have been paid or converted in full, notwithstanding any extensions or renewals granted with respect to this Note or the release of any party liable hereunder. The Company and any and all endorsers hereof, also waive the right to plead any and all statutes of limitations as a defense to any demand on this Note or any and all obligations or liabilities arising out of or in connection with this Note, to the fullest extent permitted by law.
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5.
|
Events of Default
. Any of the following events shall constitute an event of default by the Company under this Note (an “
Event of Default
”):
|
|
(a)
|
the failure of the Company to pay to Holder, on the Maturity Date, any and all amounts due and owing under this Note; or
|
6.
|
No Waiver by Holder
. Any delay or omission on the part of Holder to exercise any of Holder’s rights or remedies hereunder or under applicable law, including, without limitation, the right to accelerate amounts owing under this Note, shall not be deemed a waiver of that right or remedy or of any other right or remedy of Holder in respect thereof. The acceptance by Holder of any payment pursuant to the terms of this Note which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the Holder’s rights or remedies under this Note or under applicable law at that time or at any subsequent time or nullify any prior exercise of any such rights or remedies without the express written consent of Holder, except as and to the extent provided to the contrary by applicable law.
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7.
|
Governing Law
. This Note shall be governed by and construed according to and enforced under the internal laws of the State of California without giving effect to its choice of laws rules.
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8.
|
Binding Nature
. The provisions of this Note shall be binding on the Company and shall inure to the benefit of the Holder.
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9.
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Usury Savings Provisions
. In the event Holder receives any sums under this Note which constitute interest in an amount in excess of that permitted by any applicable law, then, all such sums constituting interest in excess of that permitted to be paid under applicable law shall, at Holder’s option, either be credited to the payment of principal owing hereunder or returned to the Company.
|
10.
|
Severability
. If, but only to the extent that, any provision of this Note shall be invalid or unenforceable, then, such offending provision shall be deleted from this Note, but only to the extent necessary to preserve the validity and effectiveness of this Note to the fullest extent permitted by applicable law.
|
$20,000 USD
|
January 30, 2014
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1.
|
Interest Rate
. The outstanding principal balance of this Note shall bear an interest rate of six percent (6%).
|
2.
|
Maturity Date
. The date that this Note shall mature, and the principal amount outstanding hereunder, plus accrued unpaid interest thereon and any charges pertaining thereto, shall become due and payable at any time twenty four (24) months from the original issue date (the “
Maturity Date
”).
|
3.
|
Prepayments
. The Company may voluntarily prepay this Note either in whole or in part without penalty or premium.
|
4.
|
Waivers
. The Company hereby waives diligence, presentment for payment, demand, protest, notice of non-payment, notice of dishonor, notice of protest, and any and all other notices and demands whatsoever. The Company shall remain bound under this Note until all principal and interest and any other amounts that are payable hereunder have been paid or converted in full, notwithstanding any extensions or renewals granted with respect to this Note or the release of any party liable hereunder. The Company and any and all endorsers hereof, also waive the right to plead any and all statutes of limitations as a defense to any demand on this Note or any and all obligations or liabilities arising out of or in connection with this Note, to the fullest extent permitted by law.
|
5.
|
Events of Default
. Any of the following events shall constitute an event of default by the Company under this Note (an “
Event of Default
”):
|
|
(a)
|
the failure of the Company to pay to Holder, on the Maturity Date, any and all amounts due and owing under this Note; or
|
6.
|
No Waiver by Holder
. Any delay or omission on the part of Holder to exercise any of Holder’s rights or remedies hereunder or under applicable law, including, without limitation, the right to accelerate amounts owing under this Note, shall not be deemed a waiver of that right or remedy or of any other right or remedy of Holder in respect thereof. The acceptance by Holder of any payment pursuant to the terms of this Note which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the Holder’s rights or remedies under this Note or under applicable law at that time or at any subsequent time or nullify any prior exercise of any such rights or remedies without the express written consent of Holder, except as and to the extent provided to the contrary by applicable law.
|
7.
|
Governing Law
. This Note shall be governed by and construed according to and enforced under the internal laws of the State of California without giving effect to its choice of laws rules.
|
8.
|
Binding Nature
. The provisions of this Note shall be binding on the Company and shall inure to the benefit of the Holder.
|
9.
|
Usury Savings Provisions
. In the event Holder receives any sums under this Note which constitute interest in an amount in excess of that permitted by any applicable law, then, all such sums constituting interest in excess of that permitted to be paid under applicable law shall, at Holder’s option, either be credited to the payment of principal owing hereunder or returned to the Company.
|
10.
|
Severability
. If, but only to the extent that, any provision of this Note shall be invalid or unenforceable, then, such offending provision shall be deleted from this Note, but only to the extent necessary to preserve the validity and effectiveness of this Note to the fullest extent permitted by applicable law.
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A.
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WEBSITE
. TECHIT will provide website consulting, design and management, to the Company by assisting in the management of corporate technology. TECHIT will provide such services utilizing qualified personnel that may include, but not be limited to TECHIT, and/ or contracted third-party providers.
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(i)
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Advise as to efficient design and function of Company’s Website;
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(ii)
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Assist the Company in communicating with the Company’s subscribers;
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(iii)
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Assist in the Company’s development and management of the Company’s primary social networking Website.
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B.
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APPLICATION
. TECHIT agrees to do each of the following:
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(i)
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Create the Application of the Company, and extend its best efforts to ensure that the design and functionality of the Application meets the Company’s specifications.
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(ii)
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On completion of the Application, assist the Company in installation of the Application to its final location, which assistance will include helping the Company with its upload of the finished files to the Company’s selected Web-hosting company and submitting for approval on the Apple Store.
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(iii)
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Provide all files and code to the Company.
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(iv)
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Provide services and an Application that are satisfactory and acceptable to the Company and substantially free of defects.
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(v)
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Communicate with the Company regarding progress it has made each week.
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(vi)
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Provide continued support for the Application for 90 days after the iphone application is successfully approved on the Apple Store.
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(i)
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TECHIT and any person performing any services on its behalf hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to anyone outside the Company or use in other than the Company’s business any secret or confidential information of the Company or its subsidiaries or affiliates, except as authorized by the Company. The Company information that is not readily available to the public shall be considered secret and confidential for the purpose of this Agreement and shall include, but not be limited to, information relating to the Company, its subsidiaries and affiliates, customers, processes, products, apparatus, data, compounds, business studies, business and contracting plans, business procedures and finances;
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(ii)
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TECHIT and any person performing any services on its behalf hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to any other person or use secret or confidential information of others that, to its knowledge, has been disclosed to the Company with restriction on the use or disclosure thereof, in violation of those restrictions;
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(iii)
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TECHIT and any person performing any services on its behalf hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to the Company or induce the Company to use, without prior permission of the owner, any secret or confidential information or material of others of which they are or may become possessed; and
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(iv)
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Notwithstanding the foregoing, TECHIT and any person performing services on its behalf hereunder shall not be liable for the disclosure of information that may otherwise be deemed confidential hereunder:
|
a)
|
if the information is in, or becomes part of, the public domain, other than by disclosure of the information by TECHIT; or
|
b)
|
if the information is furnished to a third party by the Company without restriction on the third party’s right to disseminate the information; or
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c)
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if TECHIT can document that the information is already of record in its files at the time of disclosure, or is disclosed to TECHIT by a third party as a matter of right; or
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d)
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if the information is disclosed with the Company’s written approval; or
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e)
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if the information is compelled to be revealed via subpoena, civil investigative demand or other judicial or administrative process, provided that in such event TECHIT shall provide the Company (unless prohibited from so doing) with as much advance notice as is practicable so that the Company may seek an appropriate protective order, and shall limit disclosure strictly to those items of information as to which disclosure is required.
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6.
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Conflicts of Interest
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7.
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Limitation of TECHIT Liability
|
8.
|
Notices
|
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
|