NEVADA
|
7372
|
26-2118480
|
||
(State or other jurisdiction of organization)
|
(Primary Standard Industrial Classification Code)
|
(Tax Identification
Number)
|
1915 Plaza Drive
Suite 202
Eagan, Minnesota 55122
651-905-2932
|
InCorp Services, Inc.
375 N Stephanie St., Suite 1411
Henderson, Nevada 89014-8909
702-866-2500
|
|
(Address and telephone number of registrant's executive office)
|
(Name, address and telephone number of agent for service)
|
Large Accelerated Filer
|
p
|
Accelerated Filer
|
p
|
|
Non-accelerated Filer
|
p
|
Smaller reporting company
|
x
|
|
(Do not check if a smaller reporting company)
|
Title of each class of
securities to be
registered
|
Number of
shares to be
registered
|
Proposed
maximum
offering
price per
share(1)
|
Proposed
maximum
aggregate
offering price(2)
|
Amount of
registration fee
|
||||||||
Common Stock for sale by selling stockholders
|
|
2,891,000 |
$
|
0.10
|
$
|
289,100 |
$
|
103.06 |
(1)
|
The proposed maximum offering price is based on the estimated high end of the range at which the common stock will initially be sold.
|
|
(2)
|
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(e) under the Securities Act of 1933.
|
Industry Background | 15 |
Our Services | 15 |
The Market | 15 |
Marketing Strategy | 16 |
Competition | 17 |
ASSETS
|
July 31,
2010
|
|||
Cash
|
$ | 31,240.00 | ||
Total Assets
|
$ | 31,240.00 | ||
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||
Accounts Payable
|
$ | 8,717.00 | ||
Total Current Liabilities
|
$ | 8,717.00 | ||
|
||||
STOCKHOLDERS’ EQUITY
|
$ | 534,792.00 | ||
Additional paid-in-capital
|
$ | 368,292.00 | ||
Accumulated Deficit
|
$ | -345,769.00 | ||
Total stockholders’ equity
|
$ | 22,523.00 | ||
Total liabilities and stockholders’ equity
|
$ | 31,240.00 |
Inception on
February 25, 2008 to
July 31, 2010
|
||||
Revenues
|
$ | 80,700.00 | ||
Operating Expenses
|
$ | 425,175.00 | ||
Earnings (Loss)
|
$ | -344,475.00 | ||
|
||||
Weighted average number of shares of common stock outstanding
|
17,102,000 |
●
|
The ability to continue the development of our technology and improving our user-friendly system and products;
|
●
|
The ability to generate increased revenues from sales;
|
●
|
The ability to generate brand recognition of the ACT products and services and acceptance by clients;
|
●
|
Increased competition from competitors who offer competing products and services; and
|
●
|
ACT’s financial condition and results of operations.
|
Pre-Offering
|
Post Offering
|
|||||||
Offering price per share
|
$ | .10 | $ | .10 | ||||
Net Tangible book value
|
$ | -.0219 | $ | .0203 | ||||
Increase in net tangible book value (per share)
|
||||||||
Dilution to investors
|
$ | .0016 |
Name
|
Shares
Beneficially
Owned
Prior To
Offering(1)
|
Percent
Beneficially
Owned Before
Offering
|
Shares
to be
Offered
|
Amount
Beneficially
Owned
After
Offering
|
Percent
Beneficially
Owned
After
Offering
|
||||||||||||
Roy Aafedt
|
450,000 | 225,000 | 225,000 | 1.30 | % | ||||||||||||
Richard Wagner
|
100,000 | 50,000 | 50,000 | * | |||||||||||||
Paul Staffile
|
50,000 | 25,000 | 25,000 | * | |||||||||||||
J. Michael Cullen
|
100,000 | 50,000 | 50,000 | * | |||||||||||||
Todd Thomas
|
100,000 | 50,000 | 50,000 | * | |||||||||||||
Edward Roos
|
50,000 | 25,000 | 25,000 | * | |||||||||||||
Tabatha and Eric Melby
|
50,000 | 25,000 | 25,000 | * | |||||||||||||
Karl Benardchik
|
60,000 | 30,000 | 30,000 | * | |||||||||||||
Charles Gillette
|
100,000 | 50,000 | 50,000 | * | |||||||||||||
Craig Tevedahl
|
50,000 | 25,000 | 25,000 | * | |||||||||||||
Pablo Silva
|
12,500 | 6,250 | 6,250 | * | |||||||||||||
Darrell Vasvick
|
50,000 | 25,000 | 25,000 | * | |||||||||||||
Kim Winters
|
50,000 | 25,000 | 25,000 | * | |||||||||||||
Joyce Lehr
|
50,000 | 25,000 | 25,000 | * | |||||||||||||
Donald E. Smith
|
50,000 | 25,000 | 25,000 | * | |||||||||||||
Chad Wolf
|
25,000 | 12,500 | 12,500 | * | |||||||||||||
Jill Komblatt
|
100,000 | 50,000 | 50,000 | * | |||||||||||||
Lawrence Hauskins
|
50,000 | 25,000 | 25,000 | * | |||||||||||||
Mary McAlpin
|
50,000 | 25,000 | 25,000 | * | |||||||||||||
Paul and Beth Norcia
|
100,000 | 50,000 | 50,000 | * | |||||||||||||
Timothy E. Wolfe
|
50,000 | 25,000 | 25,000 | * | |||||||||||||
Trident Merchant Group, Inc.
|
40,000 | 20,000 | 20,000 | * | |||||||||||||
Mike Mathieu
|
20,000 | 10,000 | 10,000 | * | |||||||||||||
Ron Onopa
|
8,000 | 4,000 | 4,000 | * | |||||||||||||
Mike Rosenbaum
|
40,000 | 20,000 | 20,000 | * | |||||||||||||
Donna Merendino
|
20,000 | 10,000 | 10,000 | * | |||||||||||||
Joel Honegger
|
8,000 | 4,000 | 4,000 | * | |||||||||||||
Allan Carter
|
8,000 | 4,000 | 4,000 | * | |||||||||||||
Mercury Asset Partners, LLC
|
1,208,000 | 604,000 | 604,000 | 3.50 | % | ||||||||||||
Phoenix Holdings, LLC
|
820,000 | 410,000 | 410,000 | 2.00 | % | ||||||||||||
Gemini Funding Group, LLC
|
800,000 | 400,000 | 400,000 | 2.00 | % | ||||||||||||
Guy M. James
|
40,000 | 20,000 | 20,000 | * | |||||||||||||
Galileo Russell
|
40,000 | 20,000 | 20,000 | * | |||||||||||||
Stuart Briggs
|
40,000 | 20,000 | 20,000 | * | |||||||||||||
Elisa Giordano
|
120,000 | 60,000 | 60,000 | * | |||||||||||||
Marie and Donald McAndrew
|
40,000 | 20,000 | 20,000 | * | |||||||||||||
Bella Capital Holdings, LLC
|
200,000 | 100,000 | 100,000 | * | |||||||||||||
Robert Schneiderman
|
20,000 | 10,000 | 10,000 | * | |||||||||||||
Mary Beth Alloco
|
8,000 | 4,000 | 4,000 | * | |||||||||||||
Louise Befumo
|
12,000 | 6,000 | 6,000 | * | |||||||||||||
Teresa Apolei
|
40,000 | 20,000 | 20,000 | * | |||||||||||||
Birchwood Capital Advisors, LLC
|
200,000 | 100,000 | 100,000 | * | |||||||||||||
Richard P. Greene
|
240,000 | 120,000 | 120,000 | * | |||||||||||||
Chris Giordano
|
700000 | 0 | 700000 | * | |||||||||||||
Theresa Gruber
|
120,000 | 0 | 120,000 | * | |||||||||||||
Patrick Derosa
|
25,000 | 12,500 | 12,500 | * | |||||||||||||
Ruben Zak
|
62,500 | 31,250 | 31,250 | * | |||||||||||||
John Cancellie
|
12,500 | 6,250 | 6,250 | * | |||||||||||||
Dave O’Brien
|
12,500 | 6,250 | 6,250 | * | |||||||||||||
TOTAL
|
6,602,000 | 2,891,000 | 3,711,000 | ||||||||||||||
*
|
Less than one percent (1%).
|
||||||||||||||||
(1)
|
Assumes current issued and outstanding ______17,102,000________ shares of common shares
|
||||||||||||||||
|
Retail. End users who would traditionally have to buy a kit or hire a credit management specialist to do this for them. The drawback to most self-help methods is that it usually doesn’t work, and in some cases makes the situation worse. Our software, along with video tutorials, makes it impossible for a client to fail. The process is the same for everyone, why would you pay hundreds or thousands if you could do it yourself for minimal expense.
|
|
Wholesale. Those who wish to offer as a complimentary service to existing and potential clients to close more sales in their particular business -- from real estate, automotive, loan originators, boat and RV facilities, to insurance professionals. All in an effort to build a client network of profitable sales.
|
|
The customer is provided with everything they need, that can be provided over the Internet, to manage their credit. This service is offered at a price that cannot be matched by anyone operating a traditional credit management firm because of the need for employees.
|
|
The ACT and 700CreditMD system creates your own personalized home page and organizes your credit profile which is updated in real time and is accessible 24/7. The three major credit bureaus are hoping you get distracted, dejected, or simply give up and settle for a sub-par credit score. This means that credit card companies, banks and mortgage lenders can charge you a higher rate of interest, costing you thousands of dollars in wealth building capabilities
|
|
The wholesale division (ACT) also offers the processing of credit management to other firms that wish to offer this service or for those that do offer this service. ACT will increase their profit and reduce overhead.
|
|
We also offer private label websites allowing customers to use their store front to offer our services.
|
|
In addition, we offer consulting services.
|
TOTAL SALES
|
$ | 1,800,000 | 100 | % | ||||
Cost of Goods Sold
|
$ | 156,529 | 9 | % | ||||
Gross Profit
|
$ | 1,643,417 | 67 | % | ||||
Operating Expenses
|
$ | 1,200,780 | 91 | % | ||||
EBIT ( Operating Earnings )
|
$ | 442,691 | 25 | % |
Probability
|
60 | % | 75 | % | 90 | % | ||||||
ROI
|
32 | % | 26 | % | 18 | % | ||||||
Operating Earnings
|
320,571 | 259,451 | 181,539 | |||||||||
Investment
|
1,000,000 | 1,000,000 | 1,000,000 |
Nr of hits
|
0 | 1 | 2 | 3 | 4 | 5 | ||||||||||||||||||
Nr of cells with # of hits above
|
229 | 211 | 93 | 35 | 7 | 1 | ||||||||||||||||||
Poisson prediction
|
226.7 | 211.4 | 98.5 | 30.6 | 7.1 | 1.6 |
Name and address of beneficial owner
|
Amount of
beneficial
ownership
|
Percent
owned
|
|||
Chris Jackson
1915 Plaza Drive, Suite 202, Eagan, MN 55122
|
5,500,000 | ||||
Enrico Giordano
1915 Plaza Drive, Suite 202, Eagan, MN 55122
|
5,000,000 | ||||
Chris Giordano (1)
1915 Plaza Drive, Suite 202, Eagan, MN 55122
|
900,000 | ||||
Mercury Assets Partners, LLC
1915 Plaza Drive, Suite 202, Eagan, MN 55122
|
1,208,000 | ||||
Phoenix Holdings, LLC
1915 Plaza Drive, Suite 202, Eagan, MN 55122
|
820,000 | ||||
Gemini Funding Group, LLC
1915 Plaza Drive, Suite 202, Eagan, MN 55122
|
800,000 | ||||
All officers and directors as a group (2)
|
10,500,000 |
|
(1)
|
Principal of Birchwood Capital LLC and includes ownership of 200,000 shares.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension
Value and
Non qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|
|||||||||
Chris Jackson, COO, Director
|
2008
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
2009
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Enrico Giordano, Treasurer
|
2008
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
2009
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Name
|
Age
|
Office
|
Since
|
|||
Chris Jackson
|
45 |
President, Chief Operating Officer, Director
|
Inception
|
|||
Enrico Giordano
|
51 |
Treasurer
|
Inception
|
●
|
The Officers and Directors;
|
|
|
●
|
Any person proposed as a nominee for election as a director;
|
●
|
Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;
|
|
●
|
Any relative or spouse of any of the foregoing persons who have the same house as such person.
|
Advanced Credit Technologies, Inc.
|
||||||||
(A development stage enterprise)
|
||||||||
Balance Sheets
|
||||||||
(Unaudited)
|
||||||||
July 31,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash in bank
|
$ | 31,240 | $ | 9,626 | ||||
Total assets
|
31,240 | 9,626 | ||||||
Liabilities and stockholders' deficit
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
3,000 | 6,000 | ||||||
Notes payable - Related parties
|
-- | 6,400 | ||||||
Accrued interest
|
193 | 1,027 | ||||||
Due to related parties
|
5,524 | 5,524 | ||||||
Total liabilities
|
8,717 | 18,951 | ||||||
Stockholders' deficit
|
||||||||
Common stock 100,000,000, $.001 par value shares
|
||||||||
authorized, 15,800,000 and 14,515,000 issued
|
||||||||
and outstanding
|
15,800 | 14,515 | ||||||
Additional paid-in capital
|
352,492 | 224,660 | ||||||
Deficit accumulated during the development stage
|
(345,769 | ) | (248,500 | ) | ||||
Total stockholders' deficit
|
22,523 | (9,325 | ) | |||||
Total liabilities and stockholders' deficit
|
$ | 31,240 | $ | 9,626 | ||||
See accompanying notes to financial statements
Advanced Credit Technologies, Inc.
|
||||||||||||
(A development stage enterprise)
|
||||||||||||
Statements of Operations
|
||||||||||||
(Unaudited) | ||||||||||||
February 25, 2008
|
||||||||||||
Seven Months
|
Seven Months
|
(Inception)
|
||||||||||
Ended
|
Ended
|
through
|
||||||||||
July 31, 2010
|
July 31, 2009
|
May 31, 2010
|
||||||||||
Revenues
|
$ | 15,091 | $ | 37,657 | $ | 80,700 | ||||||
Commissions paid
|
- | 25,877 | 44,360 | |||||||||
Gross margin
|
15,091 | 11,780 | 36,340 | |||||||||
Operating expenses
|
||||||||||||
Professional fee
|
12,864 | 1,750 | 18,864 | |||||||||
Consulting fees
|
- | - | 213,975 | |||||||||
Officer's compensation
|
24,375 | - | 24,375 | |||||||||
Travel and entertainment
|
10,531 | 11,438 | 30,179 | |||||||||
Rent
|
4,800 | 4,800 | ||||||||||
Computer and internet
|
7,100 | 7,100 | ||||||||||
Research and development
|
34,500 | 6,708 | 52,400 | |||||||||
Office supplies and expenses
|
14,726 | 14,726 | ||||||||||
Other operating expenses
|
3,197 | 5,830 | 14,396 | |||||||||
Total operating expenses
|
112,093 | 25,726 | 380,815 | |||||||||
Loss from operations
|
(97,002 | ) | (13,946 | ) | (344,475 | ) | ||||||
Interest expense
|
267 | 267 | 1,294 | |||||||||
Net loss
|
$ | (97,269 | ) | $ | (14,213 | ) | $ | (345,769 | ) | |||
Earnings per share
|
$ | (0.01 | ) | $ | (0.00 | ) | ||||||
Weighted average shares outstanding
|
14,908,009 | 14,265,000 | ||||||||||
·
|
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
|
·
|
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
●
|
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
Income (loss)
|
Shares
|
Per Share
|
|||||
(Numerator)
|
(Denominator)
|
Amount
|
|||||
|
|||||||
For the Year Ended December 31, 2009:
|
$
|
(24,548)
|
14,280,753
|
$
|
(0.00)
|
||
Basic and diluted EPS
|
|||||||
Income to common stockholders
|
|||||||
For the period February 25, 2008 (inception) through December 31, 2008:
|
$
|
(223,952)
|
4,064,548
|
$
|
(0.06)
|
||
Basic and diluted EPS
|
|||||||
Income to common stockholders
|
July 31,
2010
|
December 31, 2009
|
||||
Liabilities
|
|||||
Due to related parties
|
|
5,524
|
5,524
|
||
Notes payable to related parties
|
|
--
|
6,400
|
Deferred income tax asset:
|
December 31,
2009
|
||||
Net operating loss carry forward
|
$ | 345,000 | |||
Valuation allowance
|
(345,000 | ) | |||
Net deferred income tax asset
|
— |
Advanced Credit Technologies, Inc.
|
||||||||
(A development stage enterprise)
|
||||||||
Balance Sheets
|
||||||||
December 31,
|
||||||||
2009
|
2008
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash in bank
|
$ | 9,626 | $ | 10 | ||||
Total assets
|
9,626 | 10 | ||||||
Liabilities and stockholders' deficit
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
6,000 | 3,000 | ||||||
Notes payable - Related parties
|
6,400 | 6,400 | ||||||
Accrued interest
|
1,027 | 387 | ||||||
Due to related parties
|
5,524 | -- | ||||||
Total liabilities
|
18,951 | 9,787 | ||||||
Stockholders' deficit
|
||||||||
Common stock 100,000,000, $.001 par value shares
|
||||||||
authorized, 14,515,000 and 14,265,000 issued
|
||||||||
and outstanding
|
14,515 | 14,265 | ||||||
Additional paid-in capital
|
224,660 | 199,910 | ||||||
Deficit accumulated during the development stage
|
(248,500 | ) | (223,952 | ) | ||||
Total stockholders' deficit
|
(9,325 | ) | (9,777 | ) | ||||
Total liabilities and stockholders' deficit
|
$ | 9,626 | $ | 10 | ||||
See accompanying notes to financial statements
Advanced Credit Technologies, Inc.
|
||||||||||||
(A development stage enterprise)
|
||||||||||||
Statements of Operations
|
||||||||||||
February 25, 2008
|
February 25, 2008
|
|||||||||||
(Inception)
|
(Inception)
|
|||||||||||
Year Ended
|
through
|
through
|
||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2009
|
2008
|
2009
|
||||||||||
Revenues
|
$ | 64,554 | $ | 1,055 | $ | 65,609 | ||||||
Commissions paid
|
44,360 | -- | 44,360 | |||||||||
Gross margin
|
20,194 | 1,055 | 21,249 | |||||||||
Operating expenses
|
||||||||||||
Professional fee
|
3,000 | 3,000 | 6,000 | |||||||||
Consulting fees
|
- | 213,975 | 213,975 | |||||||||
Travel and entertainment
|
19,608 | 40 | 19,648 | |||||||||
Research and development
|
11,500 | 6,400 | 17,900 | |||||||||
Other operating expenses
|
9,994 | 1,205 | 11,199 | |||||||||
Total operating expenses
|
44,102 | 224,620 | 268,722 | |||||||||
Loss from operations
|
(23,908 | ) | (223,565 | ) | (247,473 | ) | ||||||
Interest expense
|
640 | 387 | 1,027 | |||||||||
Net loss
|
$ | (24,548 | ) | $ | (223,952 | ) | $ | (248,500 | ) | |||
Earnings per share
|
$ | (0.00 | ) | $ | (0.06 | ) | ||||||
Weighted average shares outstanding
|
14,280,753 | 4,064,548 | ||||||||||
Advanced Credit Technologies, Inc.
|
||||||||||||||||||||
(a development stage enterprise)
|
||||||||||||||||||||
Statements of Stockholders' Deficit
|
||||||||||||||||||||
Deficit
|
||||||||||||||||||||
Accurmulated
|
||||||||||||||||||||
Additional
|
During
|
|||||||||||||||||||
Common stock
|
Paid-In
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance, February 25, 2008
|
-- | $ | -- | $ | -- | $ | -- | $ | -- | |||||||||||
Proceeds from issuance of
|
||||||||||||||||||||
Capital contributed by founders
|
-- | -- | 200 | -- | 200 | |||||||||||||||
Stock issued for consulting
|
14,265,000 | 14,265 | 199,710 | -- | 213,975 | |||||||||||||||
Net loss for the period from
|
||||||||||||||||||||
February 25, 2008 (inception)
|
||||||||||||||||||||
through December 31, 2008
|
-- | -- | -- | (223,952 | ) | (223,952 | ) | |||||||||||||
Balance, December 31, 2008
|
14,265,000 | 14,265 | 199,910 | (223,952 | ) | (9,777 | ) | |||||||||||||
Proceeds from issuance of
|
||||||||||||||||||||
common stock
|
250,000 | 250 | 24,750 | -- | 25,000 | |||||||||||||||
Net loss for the year ended
|
||||||||||||||||||||
December 31, 2009
|
-- | -- | -- | (24,548 | ) | (24,548 | ) | |||||||||||||
Balance, December 31, 2009
|
14,515,000 | $ | 14,515 | $ | 224,660 | $ | (248,500 | ) | $ | (9,325 | ) | |||||||||
Advanced Credit Technologies, Inc.
|
||||||||||||
(A development stage enterprise)
|
||||||||||||
Statements of Cash Flows
|
||||||||||||
February 25, 2008
|
February 25, 2008
|
|||||||||||
(Inception)
|
(Inception)
|
|||||||||||
Year Ended
|
through
|
through
|
||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2009
|
2008
|
2009
|
||||||||||
Cash flows used by operating activities:
|
||||||||||||
Net loss
|
$ | (24,548 | ) | $ | (223,952 | ) | $ | (248,500 | ) | |||
Adjustments to reconcile net loss to
|
||||||||||||
net cash provided by operations
|
||||||||||||
Stock issued for consulting services
|
-- | 213,975 | 213,975 | |||||||||
Changes in liabilities
|
3,000 | 3,000 | 6,000 | |||||||||
Accrued interest
|
640 | 387 | 1,027 | |||||||||
Net cash provided by operations
|
(20,908 | ) | (6,590 | ) | (27,498 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from common stock issuance
|
25,000 | 200 | 25,200 | |||||||||
Proceeds from related party loans
|
5,524 | 6,400 | 11,924 | |||||||||
Cash flows from financing activities
|
30,524 | 6,600 | 37,124 | |||||||||
Increase in cash
|
9,616 | 10 | 9,626 | |||||||||
Cash - Beginning
|
10 | -- | -- | |||||||||
Cash - Ending
|
$ | 9,626 | $ | 10 | $ | 9,626 | ||||||
·
|
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
|
·
|
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
·
|
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
Income (loss)
|
Shares
|
Per Share
|
|||||
(Numerator)
|
(Denominator)
|
Amount
|
|||||
|
|||||||
For the Year Ended December 31, 2009:
|
$
|
(24,548)
|
14,280,753
|
$
|
(0.00)
|
||
Basic and diluted EPS
|
|||||||
Income to common stockholders
|
|||||||
For the period February 25, 2008 (inception) through December 31, 2008:
|
$
|
(223,952)
|
4,064,548
|
$
|
(0.06)
|
||
Basic and diluted EPS
|
|||||||
Income to common stockholders
|
Paid upon signing of the agreement
|
$ | 11,500. | ||
Due upon completion of user functionality
|
5,000 | |||
Due upon completion of administrative functionality
|
6,500 | |||
Due upon completion of user acceptance testing and
|
||||
final rollout of the product
|
23,000 |
December 31, 2009
|
December 31, 2008
|
|||||||
Liabilities
|
||||||||
Due to related parties
|
5,524 | - | ||||||
Notes payable to related parties
|
6,400. | 6,400 |
Deferred income tax asset:
|
December 31,
2009
|
||||
Net operating loss carry forward
|
$ | 248,500 | |||
Valuation allowance
|
(248,500 | ) | |||
Net deferred income tax asset
|
— |
Legal and Accounting
|
$ | 22,500 | ||
SEC EDGAR Filing
|
$ | 1,500 | ||
Transfer Agent
|
$ | 1,000 | ||
Total
|
$ | 25,000 |
Exhibit
|
Description
|
|
3.1
|
Certificate of Formation of Limited Liability Company filed on February 26, 2007
|
|
3.1.1
|
Certificate of Conversion and Certificate of Formation For-Profit Corporation filed on July 13, 2010
|
|
3.2
|
By-laws adopted on July 13, 2010
|
|
4.1
|
Specimen Common Stock Certificate
|
|
5.1
|
Opinion of W. Manly, P.A.
|
|
10.1
|
Employment Agreement with Chris Jackson, dated March 1, 2008
|
|
10.2
|
Employment Agreement with Enrico Giordano, dated March 1, 2008
|
|
10.3 | Contata Marketing Agreement | |
23.1
|
Consent of Stan J.H. Lee, CPA, P.A.
|
|
23.2
|
Consent of W. Manly, P.A. (see exhibit 5.1)
|
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act;
|
(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement;
|
(iii) Include any additional or changed material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(v) 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;
|
(vi) 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
|
(vii) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
ADVANCED CREDIT TECHNOLOGIES, INC.
|
|||
By:
|
/s/ Chris Jackson | ||
Chris Jackson
|
|||
President and Chief Operating Officer
|
|||
Signature
|
Title
|
||
/s/ Chris Jackson
|
Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer and Director
|
||
Chris Jackson
|
|||
/s/
Enrico Giordano
|
Title
|
||
Enrico Giordano
|
|||
Articles of Incorporation
(PURSUANT TO NRS 78)
|
Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
|
Document Number
20080124536-71
|
Filing Date and Time
2/25/2008 9:20 AM
|
||
Entity Number
E0113192008-9
|
1. Name of Corporation | ADVANCED CREDIT TECHNOLOGIES, INC. | |
2. Resident Agent Name and Street Address |
REGISTERED AGENTS OF AMERICA, INC.
1802 NORTH CARSON STREET, SUITE 212
CARSON CITY, NEVADA 89701
|
|
3. Shares | NUMBER OF SHARES WITH PAR VALUE: ____ PAR VALUE: _____NUMBER OF SHARES WITHOUT PAR VALUE: 1500 | |
4. Name and Address of Board of Directors/Trustees |
CHRISTOPHER S. JACKSON
5200 HUMBOLDT AVE. S #205 , BLOOMINGTON , MN 55431
|
|
5. Purpose |
The purpose of this Corporation shall be:
BUSINESS CONSULTING SERVICES
|
|
6. Name, Address and Signature of Incorporator |
PRESIDENTIAL SERVICES INCORPORATED
28015 SMYTH DR, VALENCIA, CA 91355
/s/ Kein Wessell
|
|
7. Certificate of Acceptance of Appointment of Resident Agent |
I hereby accept appointment as Resident Agent for the above named corporation.
/s/ Authorized Signature of RA or on Behalf of RA Company
|
Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)
|
|
|
|
||
|
1. Name of Corporation | ADVANCED CREDIT TECHNOLOGIES, INC. | |
2. The Articles have been amended as follows: |
Article 3 to be amended to:
NUMBER OF SHARES WITH PAR VALUE: 100,000,000
PAR VALUE SHARE: $.001
|
|
3. | The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 100 percent | |
4. Effective date of filing: |
5/4/10
|
|
5. Office Signature |
/s/
|
|
Certificate of Amendment
(PURSUANT TO NRS 78.380)
|
|
|
|
||
|
1. Name of Corporation | ADVANCED CREDIT TECHNOLOGIES, INC. | |
2. The Articles have been amended as follows: |
Article 3 to be amended to:
NUMBER OF SHARES WITH PAR VALUE: 100,000,000
PAR VALUE SHARE: $.001
|
|
3. The undersigned declare that they constitute at least two-thirds of the Incorporators o , or of the board of directors x | ||
4. Effective date of filing: |
5/4/10
|
|
5. Signature of Represented Entity /s/ ______________________________ 5-4-10
|
||
6. I hereby accept appointment as Resident Agent for the above named corporation.
/s/ Authorized Signature of RA or on Behalf of RA Company 5-4-2010
|
Statement of Change of
Registered Agent
by Represented Entity
(PURSUANT TO NRS 77.340)
|
|
|
|
||
|
1. Name of entity as currently on file: | ADVANCED CREDIT TECHNOLOGIES, INC. | |
2. Entity File Numer: |
|
|
3. Type of information being changed by this statement: | ||
x
Change of Commercial Registered Agent
o
Change of Name and Address of Noncommercial Registered Agent
o
Change of Name, Title of Officer or Other Position with Entity to whom service is to be sent and Address of the Business Office of that Person
|
||
4. Information in effect upon the filing of this statement. | ||
a) Commercial Registered Agent:
InCorp Services, Inc
b)Noncommercial Registered Agent:
________________________
c) Title of Office or Other Position with Entity:
____________________________
|
||
5. The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued.
|
||
6. Signatures | /s/___________________________________ /s/___________________________________ |
NUMBER
00
|
SHARES |
_________________________
Secretary
|
_________________________
President
|
1.
|
Pricing:
Contata and Representative will decide on general or per customer pricing for @MyWork-CM application
|
2.
|
Contata Responsibilities:
Contata will be responsible for:
|
|
4.
|
Revenue Share:
Contata will retain 50% of Net Revenues and will pay Representative an amount equal to 50% of Net Revenues. Net Revenues means the amounts billed and received by Contata under contracts solicited by Representative for use of the Product less Refunds and credit card fees and charges.
|
5.
|
Third Party Agents:
For third party agents that have potential to bring in more than 500 user seats, Contata and Representative may agree to designate such agents as Volume Agents, and share up to 20% of Net Revenue from such seats. Volume Agent fees will be deducted from the Net Revenues before splitting between Representative and Contata.
|
6.
|
Minimum Revenue:
Notwithstanding any of the foregoing, Contata will retain an amount each month not less than $8 per user of the Product, and the amounts payable to Representative shall be reduced to the extent that the remainder of Net Revenues in any month is less than 50% of total Net Revenues.
|
7.
|
Payment:
On or before the fifteenth day of each calendar month, Contata shall pay Representative the amounts due to Representative with respect to Net Revenues received in the previous calendar month. With each payment, Contata shall provide a summary statement of the calculation of the amounts due to Representative. Appropriate adjustments shall be made in subsequent months to take into account refunds of amounts included in Net Revenues in any prior month.
|
8.
|
Support:
Representative will provide initial training and ongoing first level support to licensees of Product. Contata will provide support to Representative on issues that have been diagnosed as technical problems and not user issues.
|
(1)
|
Intellectual Property generated in connection with Representative's efforts under this Agreement;
|
(2)
|
Intellectual Property not generated in connection with Representative's efforts under this Agreement;
|
–
|
Solicit means making any contact with, directing any proposal to, or taking any other action for the purpose of entering into a business relationship outside the terms of this Agreement, with the licensee or potential licensee, directly or on behalf of a third party, involving any product or service that competes with the Product
|
–
|
The term licensee will apply to specific division of use within a company/organization. Divisions not mentioned in proposals or licensing agreements are not subject to this Section 4.
|
a.
|
Entire Agreement.
This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements. This Agreement may not be amended or modified in any manner except by an instrument in writing signed by the parties.
|
b.
|
No Assignment.
Representative shall not subcontract or assign any of Representative's rights or obligations hereunder without the prior express written consent of Contata, which may be given or withheld in the sole discretion of Contata.
|
c.
|
Severability.
The invalidity or unenforceability of one or more provisions of this Agreement shall not affect the validity or enforceability of any of the other provisions, and this Agreement shall be construed as if such invalid or unenforceable provisions were omitted.
|
d.
|
Construction.
This Agreement shall be deemed to have been entered into in, and shall be construed and enforced in accordance with the laws of, the State of Minnesota.
|
e.
|
Waivers.
The failure of any party to insist, in any one or more instances, upon the performance of any of the terms or conditions of this Agreement or to exercise any right shall not be construed as a waiver of the future performance of any such term or condition or the future exercise of such right.
|
f.
|
Headings.
The heading of the paragraphs used in this Agreement are included for convenience only and are not to be used in construing or interpreting this
|
g.
|
Notices.
Any notice to be given shall be sufficiently given when received. Notices may be sent by email and shall be deemed received the earlier of the time the party to be notified replies to the notice whether or not specifically acknowledging receipt or, absent proof of network failure preventing receipt, twenty four hours after sending. Notice which is mailed certified mail or sent by a recognized overnight express service shall be deemed received on the date indicated on the return receipt or proof of delivery provided by the express service. Notices shall be sent to the parties at the address set forth below or such other address as may be provided by notice appropriately given.
|
h.
|
Additional Terms in Schedule.
The attached Schedule may include additional terms or agreements of the parties. The attached Schedule and any additional terms or agreements form a part of this Agreement In case of conflict, the terms in the Schedule override those in the Agreement.
|
Stan J.H. Lee, CPA
2160 North Central Rd Suite 203
t
Fort Lee
t
NJ 07024
P.O. Box 436402
t
San Ysidro
t
CA 92143-9402
619-623-7799
t
Fax 619-564-3408
t
stan2u@gmail.com
|