As filed with the Securities and Exchange Commission on
May 13, 2013
Registration Number: ___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PORT OF CALL ONLINE INC.
(Exact Name of Registrant As Specified in its Charter)
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Nevada
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4712
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27-2060863
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Nevada Agency and Trust Company
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40 Warren Street, Floor 3
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50 West Liberty Street, Suite 880
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Charlestown, MA, 02129-3608
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Reno, Nevada 89501
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(617) 459-6031
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(775) 322-0626
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(Address and telephone number of
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(Name, address and telephone
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principal executive offices)
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of agent for service)
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With copies to:
Synergen Law Group, APC
Attention: Karen A. Batcher, Esq
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
Tel. 619.475.7882
Fax 866.352.4342
Approximate date of commencement of proposed sale to public:
As soon as practical after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities At registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.
o
Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer | o | Accelerated Filer | o | Non-accelerated filer | o | Smaller Reporting Company | x |
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH
CLASS OF SECURITIES
TO BE REGISTERED
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AMOUNT TO BE
REGISTERED
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PROPOSED MAXIMUM
OFFERING
PRICE PER
SHARE
(1)
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PROPOSED MAXIMUM
AGGREGATE OFFERING
PRICE
(1)
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AMOUNT OF
REGISTRATION FEE
(1)
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Common Stock
(2)
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1,600,000 shares
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$0.02
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$32,000
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$4.36
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(1)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.
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(2)
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Represents common stock being sold on behalf of selling shareholders.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
SUBJECT TO COMPLETION, Dated
May 13, 2013
PROSPECTUS
PORT OF CALL ONLINE INC.
1,600,000 COMMON SHARES ON BEHALF OF SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering the 1,600,000 common shares offered through this prospectus. The 1,600,000 common shares offered by the selling shareholders represent 52% of the total outstanding common shares as of the date of this prospectus. We will not receive any proceeds from this offering. We have set an offering price for these securities of $0.02 per common share.
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Offering Price
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Underwriting
Discounts and
Commissions
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Proceeds to
Selling Shareholders
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Per Share
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$0.02
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None
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$0.02
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Total
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$32,000
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None
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$32,000
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The 1,600,000 common shares included in this prospectus may be offered and sold directly by the selling shareholders. Our common stock is presently not traded on any market or securities exchange. The sales price to the public is fixed at 0.02 per share. Sales at variable prices may commence following quotation of the securities on the OTC BB or listing on a national securities exchange.
The selling shareholders, brokers or dealers effecting transactions in these shares should confirm that the common shares are registered under applicable state law or that an exemption from registration is available. We intend to have a market maker file an application for our common stock to be quoted on the OTC Bulletin Board and/or the OTCQB, the middle tier of the OTC Market. However, we do not have a market maker that has agreed to file such application. If our securities are not quoted on the OTC Bulletin Board or the OTCQB, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities.
The offering shall terminate on
May 13, 2014
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The purchase of the securities offered through this prospectus involves a high degree of risk. See section of this prospectus entitled Risk Factors on page 5.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Table of
Co
ntents
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Page
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SU
MM
ARY
To understand this offering fully, you should read the entire prospectus carefully, including the risk factors beginning on page 5 and the financial statements.
Port Of Call Online Inc.
We were incorporated on March 2, 2010 under the laws of the state of Nevada. Our principal offices are located at 40 Warren Street, 3
rd
floor, Charlestown, MA 02129-3608. Our telephone number is (617) 459-6031.
Port of Call Online Inc. intends to create a web-based service that will offer boaters an easy, convenient, fun and easy to use online resource to help them plan and organize their boating trips.
We are still in our development stage and plan and cannot commence business operations on our website until its completion. The Port of Call Online website has not yet been developed, and substantial additional development work and funding will be required before the website can be fully operational. The first phase of our plan of operations is to design and construct the initial Port of Call Online website and initiate its initial marketing strategies. Expenses related to stage one are expected to be approximately $15,000 and we expect to have this stage of the websites development completed by September of 2013. The registrant currently has sufficient capital to complete this phase of its plan of operations. The second phase of our plan of operations is the development of critical mass and additional marketing efforts. The registrant currently has sufficient capital to begin the second phase of its plan of operations which is estimated to employ one individual for $2,000 per month. We can provide no assurance that we will be successful in our planned development of our website. The third phase of our plan of operations is to establish a presence in additional market areas and enhance marketing activities. The implementation of this third phase is dependent on the success of the first two phases The registrant currently does not expect to have sufficient capital to proceed with this phase of its plan of operations. The registrant currently does not have any arrangements for financing and may not be able to obtain financing when required. The registrant believes the only source of funds that would be realistic is through a loan from our president or the sale of equity capital.
We have not earned any revenues to date. We do not anticipate earning revenues until we have completed our website and commenced marketing activities. As of December 31, 2012, we had $39,500 cash on hand and no liabilities. Accordingly, our working capital position as of December 31, 2012 was $39, 500. Since our inception through December 31, 2012, we have incurred a net loss of $7,500. Our net loss is due to lack of revenues to offset our expenses and the professional fees related to the creation and operation of our business.
Our auditor has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and due to the fact that to date we have had no revenues.
Our fiscal year ended is December 31.
The Offering
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Securities Being Offered
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Up to 1,600,000 common shares.
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Sales by Selling
Shareholders
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The sales price to the public is fixed at 0.02 per share. Sales at variable prices may commence following quotation of the securities on the OTC BB or listing on a national securities exchange.
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We are registering common shares on behalf of the selling shareholders in this prospectus. We will not receive any cash or other proceeds in connection with the subsequent sales. We are not selling any common shares on behalf of selling shareholders and have no control or affect on the selling shareholders.
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Securities Issued
and to be Issued
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3,050,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders and thus there will be no increase in our issued and outstanding shares as a result of this offering. The issuance to the selling shareholders was exempt from registration afforded by Section 4(2) and/or Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws.
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Market for our
common stock.
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Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.
We intend to have a market maker file an application for our common stock to be quoted on the OTC Bulletin Board and/or the OTCQB. However, we do not have a market maker that has agreed to file such application. If our securities are not quoted on the OTC Bulletin Board or the OTCQB, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities.
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Use of Proceeds
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We will not receive any proceeds from the sale of the common stock by the selling shareholders.
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Summary Financial Information
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December 31, 2012
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Balance Sheet Data
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(audited
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Cash
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$ | 39,500 | ||
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Total Current Assets
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$ | 39,500 | ||
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Liabilities
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$ | - | ||
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Total Stockholder’s Equity
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$ | 39,500 | ||
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From Inception | |||
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(March 2, 2010) to | |||
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December 31, 2012 | |||
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Statement of Loss and Deficit
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(audited) | |||
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Revenue
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$ | - | ||
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Net Loss for the Period
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$ | 7,500 | ||
RISK FA
CT
ORS
Our business is subject to numerous risk factors, including the following.
Risks Related To Our Financial Condition and Business Model
If we do not obtain additional financing, we will not be able to conduct our business operations to the extent that we become profitable.
Our current operating funds will cover the initial phases of our business plan; however, we currently do not have any operations and we have no income. We estimate that we will require additional funds in order to expand our website and conduct our proposed operations. Because of this and the fact that we will incur significant legal and accounting costs necessary to maintain a public corporation, we will require additional financing to complete our development activities. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. We believe the only source of funds that would be realistic is through a loan from our president and the sale of equity capital.
We cannot offer any assurance as to our future financial results. You may lose your entire investment.
We have not generated any income from operations to date and future financial results are uncertain. We cannot assure you that the registrant can operate in a profitable manner. We have an accumulated deficit of $(7,500) from inception to December 31, 2012. Even if we obtain future revenues sufficient to expand operations, increased production or marketing expenses would adversely affect liquidity of the registrant.
Our independent auditor has indicated that he has substantial doubt about our ability to continue as a going concern, if true, you could lose your investment.
Our independent auditor has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and the fact to date have had no revenues. Potential investors should be aware that there are difficulties associated with being a new venture, and the high rate of failure associated with this fact. We have incurred a net loss of $7,500 for the period from March 2, 2010 (inception) to December 31, 2012 and have had no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our website. These factors raise substantial doubt that we will be able to continue as a going concern.
We anticipate our operating expenses will increase prior to our earning revenues. We may never achieve profitability and you may lose your entire investment.
Prior to completion of our development stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We anticipate that our ongoing expenses will increase by approximately $15,000 once we become a reporting company under the Securities Exchange act of 1934. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our business development, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.
The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to complete the development of our website or even meet routine business obligations.
If we become a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports. We estimate that these costs could range up to $15,000 per year for the next few years and will be higher if our business volume and activity increase but lower during our first year of being public because we have not yet been subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a result, we may not have sufficient funds to complete the development of our website or even meet routine business obligations. Immediately upon effectiveness, we will be required to file only those reports required by Section 15(d).
Immediately following the effective date, we will not be a fully reporting company and there is a risk that our reporting obligations under Section 15(d) of the Securities Act will be suspended.
Upon completion of this offering, we will become a reporting company and file annual, quarterly and current reports with the SEC. However, we will not be a fully reporting company immediately following the effective date of this registration statement. There is a risk that our reporting obligation under Section 15(d) of the Securities Act will be suspended in the event we have less than three hundred records shareholders at our next fiscal year end.
Until we become a fully reporting company under the requirements of the Exchange At, we will be subject to the 15(d) reporting requirements under the Securities Exchange Act of 1934 which does not require a company to file all the same reports and information as fully reporting company.
Until our common stock is registered under the Exchange Act, we will not be a fully reporting company, but only subject to the reporting obligations imposed by Section 15(d) of the Securities Exchange Act of 1934.
Pursuant to Section 15(d), we will be required to file periodic reports with the SEC, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, once this registration statement is declared effective, including the annual report on Form 10-K for the fiscal year during which the registration statement is declared effective. That filing obligation will generally apply even if our reporting obligations have been suspended automatically under section 15(d) of the Exchange Act prior to the due date for the Form 10-K.
After that fiscal year and provided the Company has less than 300 shareholders, the Company is not required to file these reports. If the reports are not filed, the investors will have reduced visibility as to the Company and its financial condition. In addition, as a filer subject to Section 15(d) of the Exchange Act, the Company is not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; the company will be subject to only limited portions of the tender offer rules; our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our company; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.
Because our executive officer does not have experience in e-commerce, there is a higher risk our business will fail.
None of our executive officers have any experience in e-commerce and have never managed any company involved in e-commerce. As a result our business could suffer irreparable harm due to our lack of experience in e-commerce.
Because our executive officer does not have experience in accounting and finance, there is a higher risk our business will fail.
Our executive officer does not have any experience accounting and finance and have never acted in this capacity for another company. He will be responsible for preparing our financial statements and developing and accessing our internal control over financial reporting. As a result our business could suffer irreparable harm due to his lack of experience in accounting and finance.
Our executive officer has only agreed to provide his services on a part-time basis. He may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.
Because we are in the development stage of our business, our executive officer will not be spending a significant amount of time on our business. Joseph C. Shea, III expects to expend approximately 15 hours per week on our business. Competing demands on Mr. Shea’s time may lead to a divergence between his interests and the interests of other shareholders. Mr. Shea is currently working as a consultant to CRMenergy, a Boston based startup specializing in the sale and marketing of energy saving products for commercial and industrial business. None of the work he will be undertaking as a consultant to CRMenergy will directly compete with the registrant.
Our directors own approximately 47.5% of our outstanding common stock. Investors may find that corporate decisions influenced by our directors are inconsistent with the best interests of other stockholders
Our directors own approximately 47.5% of the outstanding shares of our common stock as of the date of this prospectus. Accordingly, they have, and following the completion of the offering, will continue to have power in deciding every aspect of our business. They will have the power in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of its assets, the interests of our directors may still differ from the interests of other stockholders. Joseph C. Shea, III owns 1,400,000 common shares for which he paid $14,000. Gertrude M. Shea owns 50,000 for which she paid $1,000.
The success of our business depends on the continued use and growth of the Internet as a commerce platform
The existence and growth of our service depends on the continued acceptance of the Internet as a commerce platform for individuals and enterprises. The Internet could possibly lose its viability as a tool to pay for online services by the adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease-of-use, accessibility and quality of service. The acceptance and performance of the Internet has been harmed by viruses, worms, and spy-ware. If for some reason the Internet was no longer widely accepted as a tool to pay for online services, the demand for our service would be significantly reduced, which would harm or cause our business to fail.
We will rely on a third-party for hosting and maintenance of our website. Any mismanagement or service interruptions could significantly harm our business
Our website will be hosted and maintained by a third party hosting service. Any mismanagement, service interruptions, or damage to the data of our company or our customers, could result in the loss of customers, or other harm to our business.
We may be exposed to liability for infringing intellectual property rights of other companies
Our success will, in part, depend on our ability to operate without infringing on the proprietary rights of others. Although we have conducted searches and are not aware of any trademarks which our company might infringe, we cannot be certain that infringement has not or will not occur. We could incur substantial costs, in addition to the great amount of time lost, in defending any trademark infringement suits or in asserting any trademark rights, in suit with another party.
We may be unsuccessful in implementing required internal controls over financial reporting.
We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a public company, we will need to create information technology systems, implement financial and management controls, reporting systems and procedures and contract additional accounting, finance and legal staff.
As long as we remain a smaller reporting company, we will not be required to obtain or disclose an auditor’s attestation concerning management’s report on internal controls over financial reporting. Any failure to develop or maintain effective controls, or any difficulties encountered in our implementation of our internal controls over financial reporting could result in material misstatements that are not prevented or detected on a timely basis, which could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Ineffective internal controls could cause investors to lose confidence in our reported financial information.
Risks Related To This Offering
If a market for our common stock does not develop, shareholders may be unable to sell their shares
There is currently no market for our common stock and a market may never develop. We currently plan to apply for listing of our common stock on the OTC Bulletin Board electronic quotation service
and/or the OTCQB
upon the effectiveness of the registration statement of which this prospectus forms a part. However, our shares may never be traded on the OTC Bulletin Board electronic quotation service
and/or the OTCQB
or, if traded, a public market may never materialize. If our common stock is not traded on the OTC Bulletin Board electronic quotation service
and/or the OTCQB
or if a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.
If a market for our common stock develops, our stock price may be volatile
If a market for our common stock develops, we anticipate that the market price of our common stock will be subject to wide fluctuations in response to several factors, including:
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the evolving demand for our service;
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our ability or inability to arrange for financing;
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our ability to manage expenses;
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changes in our pricing policies or our competitors; and
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global economic and political conditions.
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Further, if our common stock is traded on the OTC Bulletin Board electronic quotation service
and/or the OTCQB
, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations may adversely affect the market price of our common stock.
If the selling shareholders sell a large number of common shares all at once or in blocks, the market price of our shares would most likely decline
The selling shareholders are offering 1,600,000 common shares through this prospectus. Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall.
Our status as an “emerging growth company” under the jobs act of 2012 may make it more difficult to raise capital if the need arises
Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.
We will not be required to comply with certain provisions of the Sarbanes-Oxley Act for as long as we remain an “emerging growth company”
We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with certain of these rules, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made in our internal control procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC, which would be in our second annual report regardless of whether we continue to qualify as an “emerging growth company” as defined in the JOBS Act.
Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.
Reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors
As an “emerging growth company” , we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
As an "emerging growth company" under the Jumpstart Our Business Startups Act (JOBS), we are permitted to rely on exemptions from certain disclosure requirements.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
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have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
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comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
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submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and
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disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation.
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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will remain an emerging growth company for up to five full fiscal years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any January 31 before that time, we would cease to be an emerging growth company as of the following December 31, or if our annual revenues exceed $1 billion, we would cease to be an emerging growth company the following fiscal year, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an emerging growth company immediately.
Notwithstanding the above, we are also currently a "smaller reporting company," meaning that we are not an investment company, an asset-backed issuer, nor a majority-owned subsidiary of a parent company that is not a smaller reporting company, and has a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. If we are still considered a "smaller reporting company" at such time as we cease to be an "emerging growth company," we will still be able to take advantage of scaled disclosure requirements. Specifically, similar to "emerging growth companies," "smaller reporting companies" are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in its SEC filings due to its status as an "emerging growth company" or "smaller reporting company" may make it harder for investors to analyze the Company's results of operations and financial prospects.
We will elect to take advantage of the extended transition period for complying with new or revised accounting standards under section 102(b)(1)
This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election our financial statements may not be comparable to companies that comply with public company effective dates.
The existing scaled executive compensation disclosure requirements for smaller reporting companies will continue to apply for so long as the Company is an emerging growth company, regardless of whether the Company remains a smaller reporting company.
We do not meet the requirements for our stock to be quoted on NASDAQ, American Stock Exchange or any other senior exchange and the tradability in our stock will be limited under the penny stock regulation.
The liquidity of our common stock is restricted as our common stock falls within the definition of a penny stock.
Under the rules of the Securities and Exchange Commission, if the price of the registrant's common stock on the OTC Bulletin Board
and/or the OTCQB
is below $5.00 per share, the registrant's common stock will come within the definition of a "penny stock." As a result, Original Source common stock is subject to the "penny stock" rules and regulations. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission's regulations concerning the transfer of penny stock. These regulations require broker-dealers to:
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Make a suitability determination prior to selling penny stock to the purchaser;
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Receive the purchaser's written consent to the transaction; and
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Provide certain written disclosures to the purchaser.
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These requirements may restrict the ability of broker/dealers to sell the registrant's common stock, and may affect the ability to resell the registrant's common stock.
FORWARD-LOOKING
ST
ATEMENTS
This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. The actual results could differ materially from our forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the Risk Factors section in this prospectus.
PLAN OF DISTRIBUTION AND SEL
LI
NG SHAREHOLDERS
This prospectus relates to the sale of 1,600,000 common shares being registered on behalf of selling shareholders. We are bearing all costs relating to the registration of the common shares. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common shares.
There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to be eligible for trading on the over-the-counter market. We do not yet have a market maker who has agreed to file such application.
The sales price to the public is fixed at 0.02 per share. Sales at variable prices may commence following quotation of the securities on the OTC BB
and/or the OTCQB
or listing on a national securities exchange.
If the selling shareholders engage in short selling activities, they must comply with the prospectus delivery requirements of Section 5(b)(2) of the Securities Act.
Pursuant to Regulation M of the Securities Act, the selling shareholders will not, directly or indirectly, bid for, purchase, or attempt to induce any person to bid for or purchase their common shares during the offering except for offers to sell or the solicitation of offers to buy and unsolicited purchases that are not effected from or through a broker or dealer, on a securities exchange or through an inter-dealer quotation system or electronic communications network.
These requirements may restrict the ability of broker/dealers to sell our common stock, and may affect the ability to resell our common stock.
The 1,600,000 common shares offered by the selling shareholders may be sold by one or more of the following methods, without limitation:
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ordinary brokerage transactions and transactions in which the broker solicits purchases; and
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face-to-face transactions between sellers and purchasers without a broker-dealer. In effecting sales, brokers or dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate.
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The selling security holder or dealer effecting a transaction in the registered securities, whether or not participating in a distribution, is required to deliver a prospectus.
Under the Securities Act of 1933, the selling shareholders will be considered to be underwriters of the offering. The selling shareholders may have civil liability under Section 11 and 12 of the Securities Act for any omissions or misstatements in the registration statement because of their status as underwriters. We may be sued by selling shareholders if omissions or misstatements result in civil liability to them.
Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the shareholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:
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(a)
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ordinary brokerage transactions and transactions in which the broker solicits purchasers;
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(b)
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privately negotiated transactions;
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(c)
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market sales (both long and short to the extent permitted under the federal securities laws);
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(d)
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at the market to or through market makers or into an existing market for the shares;
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(e)
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through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and
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(f)
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a combination of any of the aforementioned methods of sale.
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In effecting sales, brokers and dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling security holder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from a purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling security holder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfill the broker-dealer commitment to the selling security holder if such broker-dealer is unable to sell the shares on behalf of the selling security holder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such re-sales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.
The shareholders and any broker-dealers or agents that participate with the shareholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
None of the selling shareholders listed in this registration statement are registered broker-dealers or affiliates of registered broker-dealers.
State Law Restrictions on Resale
If a selling security holder wants to sell our common shares under this registration statement in the United States, the selling shareholders will also need to comply with the states securities laws with regard to secondary sales. All states offer a variety of exemption from registration for secondary sales.
Any person who purchases common shares from a selling shareholder under this registration statement who then wants to sell such shares will also have to comply with state laws regarding secondary sales. When the registration statement becomes effective, and a selling shareholder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or it will rely on an exemption there from.
Selling Shareholders
The table below sets forth information with respect to the resale of shares of common stock by the selling shareholders. We will not receive any proceeds from the resale of common stock by the selling shareholders for shares currently outstanding.
The registrant shall register, pursuant to this prospectus 1,600,000 common shares currently outstanding for the account of the following individuals or entities. The percentage owned prior to and after the offering assumes the sale of all of the common shares being registered on behalf of the selling shareholders.
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Name
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Total Shares
Before
Offering
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# of Shares
Being
Registered
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Total Shares
After
Offering
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% After
Offering
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Steven Augusta
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50,000 | 50,000 |
Nil
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Nil
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James Campbell
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50,000 | 50,000 |
Nil
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Nil
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Timothy Connors
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75,000 | 75,000 |
Nil
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Nil
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Edward Costa
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50,000 | 50,000 |
Nil
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Nil
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Donald Deciccio
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50,000 | 50,000 |
Nil
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Nil
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Sandra Deciccio
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50,000 | 50,000 |
Nil
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Nil
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Joseph Dimino
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50,000 | 50,000 |
Nil
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Nil
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Tana Dimino
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50,000 | 50,000 |
Nil
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Nil
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William Gibbons
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50,000 | 50,000 |
Nil
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Nil
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Carol Ann Hayes
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50,000 | 50,000 |
Nil
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Nil
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|||||||
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James Hayes
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50,000 | 50,000 |
Nil
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Nil
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Jeremiah Healy
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50,000 | 50,000 |
Nil
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Nil
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Ruth Healey
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50,000 | 50,000 |
Nil
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Nil
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Shelley Hoon Keith
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50,000 | 50,000 |
Nil
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Nil
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Julia, Ltd.
(1)
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50,000 | 50,000 |
Nil
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Nil
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John Keith
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50,000 | 50,000 |
Nil
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Nil
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Barry Lyden
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50,000 | 50,000 |
Nil
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Nil
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Kelly Lyden
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50,000 | 50,000 |
Nil
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Nil
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Thomas Maguire
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50,000 | 50,000 |
Nil
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Nil
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Peter Marks
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50,000 | 50,000 |
Nil
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Nil
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Michael Oliveira
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75,000 | 75,000 |
Nil
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Nil
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Lucille Polcari
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50,000 | 50,000 |
Nil
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Nil
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George Pyne
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50,000 | 50,000 |
Nil
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Nil
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Roseleen Pyne
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50,000 | 50,000 |
Nil
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Nil
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Andrew Rogers
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50,000 | 50,000 |
Nil
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Nil
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Francis Shea
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75,000 | 75,000 |
Nil
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Nil
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Mary Shea
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75,000 | 75,000 |
Nil
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Nil
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William Shea
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50,000 | 50,000 |
Nil
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Nil
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Laura Shea
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50,000 | 50,000 |
Nil
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Nil
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Barry Weiner
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50,000 | 50,000 |
Nil
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Nil
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Total
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1,600,000 | 1,600,000 |
Nil
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Nil
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(1)
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Julia Ltd. is 100% owned by Robert Karam
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The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table.
Other than the following family relationships between the below shareholders and our directors, none of the selling shareholders:
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Relationship to
Joseph C. Shea, III
CEO,
CFO, President & Director
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Relationship to
Gertrude M. Shea
Secretary & Director
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Kelly Lyden
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Sister
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Daughter
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Barry Lyden
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Brother-in-law
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Son-in-law
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Francis Shea
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Uncle
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Brother-in-law
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Mary Shea
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Aunt
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Sister-in-law
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William Shea
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Uncle
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Brother-in-law
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Laura Shea
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Aunt
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Sister-in-law
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(1)
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have had a material relationship with us other than as a shareholder at any time within the past three years; or
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(2)
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have ever been one of our officers or directors.
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Prior to each sale of common shares to the selling shareholders, each selling shareholder represented in writing to the registrant that the common shares would be purchased solely for the account of the shareholder and not for distribution. The selling shareholders further represented that, at the time of purchase, they did not have any agreements or understandings, directly or indirectly, with any person to distribute the securities. All selling shareholders have represented to the registrant that they intend to sell their shares in the ordinary course of business.
DESCRIPTIO
N
OF BUSINESS
In General
The registrant was incorporated in Nevada as a development stage company to create a web-based service that will offer boaters an easy, convenient, fun and easy to use online resource to help them plan and organize their boating trips. Listings will be provided for a plethora of product and service providers of interest to the boating traveler, including available moorage facilities, along with a full presentation of information important to boaters, such as location, address, phone number, email, Dock information (# berths, depth, how to approach, VHF channel, etc.), availability of fuel and power, pricing, along with other applicable information. Restaurants in the immediate area or further away, attractions either within walking distance, or general attractions in the area, accommodation. repair services (motor, hull, etc.), boat rental, yacht brokerage services, maps. As well as a variety of other services such as grocery locations, food delivery services, cleaning services, car rental and nanny services.
The targeted market includes boaters who go on vacation, towing their boats, those that travel using their boats, and others who wish a boating experience while on their vacation.
The Market
The U.S. boating industry consisted of nearly 13 million boat registrations as of 2005 (the last year for which publicly available statistics are available from the National Marine Manufacturers Association - NMMA), A study undertaken by the NMMA in 2005 indicated that more than 72 million people in the U.S. participate in recreational boating. Boats under 26’ represented 95% of all mechanically propelled registered boats. Although these statistics have not been updated management believes them to be representative of the current market.
From the point of view of people taking vacations involving their boats, this would tend to show that the market may well be comprised of two types: those that tow / trailer their boats and a large number of boats (i.e. 20’+) that are capable of comfortably traversing America’s waterways and representing the focus on a vacation. In addition to the endless lakes, bays, inlets, and rivers, there are very well developed waterway systems in the U.S. and there are literally thousands of marinas / moorages throughout these waterways. Thus, boating is a very significant activity in the U.S., boating infrastructure is well established in the U.S., there is an endless number of attractive boating destinations available to boaters, and there is a large market of both users and potential advertisers available to the registrants intended website.
Competition
The registrant has identified few competitors in this particular space, with two being www.waterwayguide.com and www.marinas.com.
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Website
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Description
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Waterwayguide.com
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General
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Claims to be “
America’s cruising authority since 1947
”, the website is an outgrowth of several print publications – six 500 page waterway guides with a full array of information on more than 3,800 marinas along the waterways, “goin’ ashore” articles on ports along the way, etc.”
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The Guides feature helpful aerial photographs with white-lined routes, detailed planning maps, and a “Skipper’s Handbook” with essential cruising information and advice. Each Waterway Guide is approximately 500 pages, and for added durability and easy use in the cockpit and at the helm, the guides feature flexible spiral bindings and heavy laminated covers with bookmarker flaps.
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WATERWAY GUIDE’S six editions – Great Lakes, Northern, Chesapeake Bay, Atlantic ICW, Southern and Bahamas – Cover the coastal waters from Maine to Florida, the Gulf of Mexico, the Great Lakes and the Great Loop Cruise of America’s inland waterways, as well as the islands of the Bahamas.
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Updated annually.
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Current content includes navigation updates and boating and cruising news.
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Waterway Guides are available at major marine stores, marinas and bookstores on the East Coast, Gulf Coast and the Great Lakes, including national marine retailers such as West Marine and Marine Max.
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$39.95 per edition.
Perceived Weaknesses
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Online version has extensive listing of marinas, but the presentation is lacking and readers must drill down to find basic information on each marina (information is there but difficult to get at in a convenient manner). “Featured” marinas has a very limited number listing (vs. the entire universe of marinas) and therefore has limited utility
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Exclusive focus on eastern U.S.
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Marinas.com
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General
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“
Explore 25,000 marina and marine locations, view 250,000 images of marinas, free reservations, interactive mapping database, free navigational charts and more. Read and write Marina Reviews. Navigate the waterways viewing important detailed aerial photographs of key inlets, harbors, bridges, all the important marinas and exciting features including lighthouses, landmarks and restaurants. Boaters & marine lovers have made MARINAS.com the #1 marina website on the worldwide web!!
”
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“
Our state-of-the-art frame shop allows you to build your own framed and matted custom framed photo and preview it right on your computer screen before ordering. Pick any picture from thousands of MARINAS.com marina aerial images, and go to our Online Print and Frame Shop.
”
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Overall, a well organized and attractive site, but heavily weighted toward providing aerial graphic pictures.
Perceived Weaknesses
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Focused on providing “featured” content (~100 marinas in the U.S.). For example, in clicking on Directory / Marinas, one sees a series of states, along with “featured” marinas below this listing. If one clicks on a state, one then sees the beginnings of “featured” listings again. Once one drills down to particular cities, information on basic (unpaid) listings is very limited.
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With the emphasis on providing pictures, a very limited number of marinas appear on any given page.
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The registrant intends to design portofcallonline.com to have several advantages over this competition.
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Item
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Portofcallonline.com Advantage
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Organization
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More effective presentation through the use of table formats.
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Advertisers will still have an ability to differentiate themselves from others through supplementing their basic information with pictures and other content of their choosing.
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Content
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Much more information for basic (free) listings – better and more useful for both boaters and marinas / other product and service providers (marinas will still have an incentive to advertise however).
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Graphics
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On par or superior to marinas.com. Superior to waterwayguide.com.
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The portofcallonline.com website has not yet been developed, and substantial additional development work and funding will be required before the website can be fully operational. The competitive advantage of the registrant will lie in its ability to bring together organization of the website using more effective presentation through the use of table formats; giving advertisers an ability to differentiate themselves from others through supplementing their basic information with pictures and other content of their choosing; building greater content through more information for basic free listings; and the use of modern graphics.
The Website
The registrant’s website is still under construction. The portofcallonline.com website has not yet been developed, and substantial additional development work will be required before the website can be fully operational.
Site Design & Content
The purpose of the website will be to offer boaters an easy, convenient, fun and easy to use online resource to help them plan and organize their boating trips.
It will incorporate several features. Listings will be provided for a plethora of product and service providers of interest to the boating traveler, including available moorage facilities, along with a full presentation of information important to boaters, such as location, address, phone number, email, Dock information (# berths, depth, how to approach, VHF channel, etc.), availability of fuel and power, pricing, along with other applicable information. Restaurants in the immediate area or further away, attractions either within walking distance, or general attractions in the area, accommodation. repair services (motor, hull, etc.), boat rental, yacht brokerage services, maps. As well as a variety of other services such as grocery locations, food delivery services, cleaning services, car rental and nanny services.
For travelers towing their boat to the destination, relevant services will also be an important resource (i.e. accommodation such as camping, motel / hotel).
Management will investigate the potential and advisability of adding a classified advertising section to the website.
The site will be oriented to several target markets: boaters traveling to destinations on their boat; boaters towing their boats to their destination(s); and people interested in perhaps renting a boat.
Although these segments will have slightly different needs, the general design of the site will be as follows: Offer useful, location-specific information available to boaters interested in planning their vacations; Because there are literally thousands of moorage facilities in the U.S., the organization of the information on the site will be critical and a very important competitive advantage over competing websites; Incorporate state of the art graphic design and navigation techniques; Have additional interesting content relevant to the region being visited; Incorporate a seamless, easy manner in which facilities can sign up and post their information.
Revenue Sources
Listings
In order to have as complete information as possible, listings will be offered for moorage facilities at no cost. Although other sites offer free listings, the manner in which this is presented either limits the information available or is very difficult and cumbersome to access and navigate. They tend to have very prominent sections of their sites that have a limited number of featured listings. The registrants website however intends to follow a regional model, the general presentation will follow a table format, which has the benefit of allowing users the ability to view much more information on a single page. Users should have the ability to see at a glance what amenities are available at each moorage facility in a given city / region (i.e. which moorage facilities have the amenities that are most important to them). Moorage facilities that wish to pay a fee will have the ability to have an additional icon beside their name that allows users to view photos of their facility and also view a write up on the facility. They should also have the ability to post other content they wish to help them market their facility. The intent with this feature is to provide users with the best and most complete information available at a glance, optimizing the organization and presentation of a large amount of relevant data, all while offering businesses the ability to advertise their services for a reasonable fee. The planned point of departure and competitive advantage that the registrant is expected to enjoy is that rather than limiting or making it difficult for users to access the information they need, the intent is to offer premium listings to facilities that wish to highlight their own facility. It is an enhancing type of concept, rather than a limiting one. Basic information is expected to be provided with premium content and pictures posted for an advertising fee. The fee structure has yet to be decided by the registrant. The registrant expects to be able to determine appropriate fees once the website is operational.
General Advertising
Advertisers wishing more prominent exposure will have the opportunity to advertise in two ways: Banner ads and featured sections. For example, should a particular boating destination wish to be featured (i.e. similar to a community advertising in the travel section of a newspaper for example), this opportunity will be made available. This may have its own section on the website (i.e. “featured boating destinations”).
Potential Classified Ads section
This would be geared toward posting of boats available for sale, etc.
Marketing
Marketing to Business
The registrant intends to pursue a marketing effort to realize its goal of having the most complete, easy to use, informative website dedicated to boat travelers. The registrant plans to accomplish this through implementing a range of marketing techniques. To gain initial listings, develop a targeted list of industry participants that may be interested in listing with Portofcallonline.com. Develop a state of the art beta site with which to market Portofcallonline.com to the moorage facilities and boating industry. Develop an email marketing e-brochure and email message that encourages moorage and other market players to list with Portofcallonline.com at no charge. Pursue a variety of public relations activities, including media articles.
Marketing to Boaters
Sophisticated search strategies will be the primary means to direct boaters to the website.
In addition and depending on funding, a paid-for search / advertising strategies may be utilized, along with select advertising strategies in traditional boating magazines and print publications.
Government Regulation
Some electronic commerce activities are regulated by the Federal Trade Commission. These activities include the use of commercial e-mails, online advertising and consumer privacy. The Federal Trade Commission regulates all forms of advertising, including online advertising, and states that advertising must be truthful and non-deceptive. Safeguards will be put in place to protect consumers’ rights and privacy on our website.
Employees
We have no employees as of the date of this prospectus other than our president and secretary. We currently do not conduct business as we are only in the development stage of our company. We plan to conduct our business largely through the outsourcing of experts in each particular area of our business.
Research and Development Expenditures
We have not incurred any material research or development expenditures since our incorporation.
Subsidiaries
We do not currently have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patent or trademark.
Office Property
We maintain our executive office at 40 Warren Street, 3
rd
floor , Charlestown, MA, 02129-3608. This office space is being provided to the registrant free of charge by our president, Mr. Shea. This arrangement provides us with the office space necessary at this point. As business operations increase, we may need to lease or acquire additional or alternative space to accommodate our development activities and growth.
USE OF
PR
OCEEDS
We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.
DETERMINATION
OF
OFFERING PRICE
The $0.02 per share offering price of our common stock was determined arbitrarily by us. There is no relationship whatsoever between this price and our assets, earnings, book value or any other objective criteria of value. We intend to apply to the OTC Bulletin Board electronic quotation service
and/or the OTCQB
for the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders named in this prospectus.
D
IL
UTION
The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
DESCRIPTION OF
S
ECURITIES
General
Our authorized capital stock consists of 65,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As of
May 13, 2013
, there were 3,050,000 shares of our common stock issued and outstanding held by thirty two (32) stockholders of record. There are no preferred shares issued.
Common Stock
Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority or, in the case of election of directors, by a plurality, of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. Two persons present and being, or represented by proxy, shareholders of the Corporation are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.
Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Dividend Policy
We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any dividends in the foreseeable future.
Pre-emptive Rights
Holders of common stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the common stock.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase common shares.
Options
We have not issued and do not have outstanding any options to purchase common shares.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into common shares or any rights convertible or exchangeable into common shares.
Nevada Anti-Takeover laws
Nevada revised statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the state of Nevada; and does business in the state of Nevada directly or through an affiliated corporation. Because of these conditions, the statute does not apply to our company.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF F
IN
ANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operation
The registrant is a development stage company with limited initial funding. Therefore, development will occur in several phases, as follows:
Phase I – Initial Beta Launch
Design and construct the initial website for the initial targeted market (geographically based), Complete development of its initial marketing strategies of list development and email marketing materials. The site will not “go live” until management believes it has sufficient critical mass in terms of listings to have a meaningful presence in the marketplace.
Due to the nature of the costs involved and the fact that the registrant’s officers will not be receiving a salary at this time, expenses related to Phase I are expected to be less than $15,000. The president will spearhead this effort. The registrant currently has sufficient capital to complete this stage of its plan of operations. The registrant expects to have this stage of the plan of operations completed by the end of September 2013.
Phase II – Development of Critical Mass
As the website begins to take shape and if the moorage facilities and other market participants respond to the registrants initial marketing strategies the registrant will look to hire a full time employee to help manage the large amount of information coming in to the site and assist with enhanced local and regional marketing initiatives.
This second phase of the operating plan would principally be devoted to establishing a full presence in the market with as much information on as many potential listings as possible. The registrant will be particularly attuned to monitoring all marketing activities in order to refine its business strategy.
Due to the nature of the costs involved and the fact that the president will not be receiving a salary at this time, expenses related to Phase II are expected to be related to the costs of hiring an additional employee, approximately $2,000 per month. The company currently has sufficient capital to initiate this phase of its plan of operations.
Phase III – Establish Presence in Additional Market Areas
If the registrant is successful in Phase I and Phase II they will continue to enhance marketing activities in several ways. To generate additional revenues, focus marketing activities on major advertisers (i.e. regions, large scale destinations wishing to feature their area and attractions). As well as focusing on additional marketing activities on the endless array of boating-related product and service organizations throughout the market areas (i.e. in and around any particular moorage facility there may many potential advertisers).
If the registrant decides to move forward with Phase III, the registrant will likely not have sufficient capital to carry out this phase of its plan of operations. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. We believe the only source of funds that would be realistic is through the sale of equity capital.
Results of Operations for Period Ending December 31, 2012
We did not earn any revenues from inception through the period ending December 31, 2012. We do not anticipate earning revenues until such time as we have begun operations on our website. We are presently in the start-up phase of our business and we can provide no assurance that we will attain sufficient business on our website to attain profitability.
We incurred operating expenses in the amount of $7,500 from inception on March 2, 2010 through the period ended December 31, 2012. These operating expenses included the purchase of our domain name, the research and the preparation of our business plan in addition to administrative expenses. We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributed to costs associated with setting up and maintaining our website, and the professional fees to be incurred in connection with the filing of a registration statement with the Securities Exchange Commission under the Securities Act of 1933. We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.
Liquidity and Capital Resources
As of December 31, 2012, we had cash of $39,500 and operating capital of $39,500.
Cash Used In Operating Activities
We used cash in operating activities in the amount of $7,500 during the period from our inception on March 2, 2010 through to December 31, 2012. Cash used in operating activities was funded by cash from financing activities.
Cash From Investing Activities
We used $nil cash in investing activities during the period from our inception on March 2, 2010 through to December 31, 2012.
Cash from Financing Activities
We generated cash from financing activities in the amount of $47,000 during the period from our inception on March 2, 2010 through to December 31, 2012. Cash generated by financing activities is attributable to the private placement financings of our common stock that we have completed since our incorporation. These financings include sales of a portion of the shares that are offered by the selling shareholders through this prospectus. We have applied these proceeds towards our completion of our plan of operations. We plan to spend the balance of these proceeds as described above under Plan of Operations.
As of December 31, 2012, we had no commitments for capital expenditures.
We estimate that our total expenditures over the next twelve months will be approximately $40,000. We anticipate that our cash and working capital will be sufficient to enable us to complete the first phase of our plan of operations, begin the second phase of our plan of operations and to pay for the costs of this offering and our general and administrative expenses for the next twelve months. However, our ability to continue our plan of operations after that point will be subject to us obtaining adequate financing as the expenditures will exceed our cash reserves.
We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue significant development activities beyond those planned for the current fiscal year. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
CHANGES IN AND DISAGREEMEN
TS
WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
DIRECTORS, EXECUTIVE OFFI
CE
RS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their respective ages as of
May 13, 2013
are as follows:
|
Name
|
Age
|
Position(s) and Office(s) Held
|
Term of Office
|
|||
|
Joseph C.
Shea, III
|
41
|
President, Chief Executive Officer, Chief Financial Officer and Director
|
Since Inception
To Present
|
|||
|
Gertrude M.
Shea
|
76
|
Secretary and Director
|
Since Inception To Present
|
Set forth below is a brief description of the background and business experience of our officers and directors.
The registrant believes that the skills, experiences and qualifications of its officers and directors provide the registrant with the expertise and experience necessary to advance the interests of its shareholders.
Joseph C. Shea, III
has been the President, Chief Executive Officer, Chief Financial Officer and Director of Port of Call Online Inc. since its inception. Mr. Shea has both the professional and boating expertise and experience which will serve him well as President of Port of Call Online. Following graduation from St. Francis Xavier (1991 – 95), he worked at John Hancock Financial Services (1997 – 2001) in the Inside Sales area. Following this, he worked at the Boston Building Trades Council from 2002 – 2005 as Assistant to the General Agent/Treasurer during the largest public works project in history for that organization. From 2007 to 2012, he worked in sales and marketing for Khameleon Software. Since 2012, he has been consulting to CRMenergy, a Boston based startup specializing in the sale and marketing of energy saving products for commercial and industrial business. In addition, Mr. Shea grew up on and around boats and the Yachting industry. His many extended cruises to new ports of call highlighted the lack of a central repository of information targeted to and beneficial for yachtsmen.
Mr. Shea is not currently, nor has he ever been, a director of any public company.
Gertrude M. Shea
has been the Secretary and Director of Port of Call Online Inc. since its inception Mrs. Shea has been the secretary, treasurer and on the Board of Directors of Shea Insurance Group since its inception in April 1992. Shea Insurance Group is life insurance agency specializing in the sale and consultation of insurance products to corporate clients.
Mrs. Shea is not currently, nor has she ever been, a director of any public company.
Directors
Our bylaws authorize no less than one (1) director. We currently have two directors.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Significant Employees
We have no significant employees other than our president and secretary. We do not believe we will require any additional employees until such time as the website is complete and begins obtaining significant traffic. We are outsourcing in the meantime for the development of our website.
We do not have any standard arrangements by which directors are compensated for any services provided as a director. No cash has been paid to the directors in their capacity as such.
Code of Ethics Policy
We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.
Corporate Governance
There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.
Involvement in Certain Legal Proceedings
None of our directors, executive officers and control persons have been involved in any of the following events during the past ten years:
- Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
- Any conviction in a criminal proceeding or being subject to any pending criminal proceeding (excluding traffic violations and other minor offenses);
- Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities,; or
- Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Change-In-Control Arrangements
There are currently no employment agreements or other contracts or arrangements with our officers or directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of any of our directors, officers or consultants. There are no arrangements for our directors, officers, employees or consultants that would result from a change-in-control.
EXECUTIVE COM
PE
NSATION
Compensation Discussion and Analysis
The registrant does presently not have employment agreements with any of its named executive officers and it has not established a system of executive compensation or any fixed policies regarding compensation of executive officers. Due to financial constraints typical of those faced by a development stage business, the company has not paid any cash and/or stock compensation to its named executive officers
Our current named executive officers hold substantial ownership in the registrant and are motivated by a strong entrepreneurial interest in developing our operations and potential revenue base to the best of their ability. As our business and operations expand and mature, we may develop a formal system of compensation designed to attract, retain and motivate talented executives
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer since our inception for all services rendered to us.
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||||
|
Name
and
principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||
|
Joseph
Shea,
CEO, CFO, President,
& Director
|
2010
2011
2012
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
|||||||||
|
Gertrude
Shea,
Secretary
& Director
|
2010
2011
2012
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
|||||||||
Narrative Disclosure to the Summary Compensation Table
Our named executive officers do not currently receive any compensation from the registrant for their service as officers of the registrant.
Outstanding Equity Awards At Fiscal Year-end Table
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our last completed fiscal year.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
||||||||||||||||||
|
OPTION AWARDS
|
STOCK AWARDS
|
|||||||||||||||||
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or Shares
of
Stock That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Shares or
Other
Rights
That Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Shares or
Other
Rights
That
Have Not
Vested
(#)
|
|||||||||
|
Joseph
Shea
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||
|
Gertrude
Shea
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||
Compensation of Directors Table
The table below summarizes all compensation paid to our directors for our last completed fiscal year.
|
DIRECTOR COMPENSATION
|
||||||||||||||
|
Name
|
Fees Earned or
Paid in
Cash
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||
|
Joseph
Shea
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||
|
Gertrude
Shea
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||
Narrative Disclosure to the Director Compensation Table
Our directors do not currently receive any compensation from the registrant for their service as members of the board of directors of the registrant.
SECURITY OWNERSHIP OF CERTAI
N
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of
May 13, 2013
, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 3,050,000 shares of common stock issued and outstanding on
May 13, 2013
.
|
Title of class
|
Name and address of beneficial owner
|
Amount of beneficial ownership
|
Percent of class*
|
|||||||
|
Common
|
Joseph C. Shea, III
40 Warren St. 3
rd
Floor
Charlestown, MA
02129-3608
|
1,400,000 | 45.9 | % | ||||||
|
Common
|
Gertrude Shea
351 Sylvan Park Road
Stowe, VT
05672
|
50,000 | 1.6 | % | ||||||
|
Common
|
Total all executive officers and directors
|
1,450,000 | 47.5 | % | ||||||
|
Common
|
5% Shareholders
|
|||||||||
|
None
|
||||||||||
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
DISCLOSURE OF COMMISSION
P
OSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities mother than the payment by us of expenses incurred or paid by a director, officer or controlling person of us 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, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
CERTAIN RELAT
IO
NSHIPS AND RELATED TRANSACTIONS
We completed an offering of 1,400,000 shares of common stock on April 21, 2010 to our president and director, Joseph C. Shea, III, at a price of $0.01 per share. The total proceeds received from this offering were $14,000. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act. We did not engage in any general solicitation or advertising.
We completed an offering of 1,650,000 shares of our common stock at a price of $0.02 per share to a total of thirty one (31) purchasers on March 31, 2012. Gertrude Shea our secretary and director participated in this offering by purchasing 50,000 shares.
Family relationships between any of the selling shareholders and our directors:
|
Relationship to
Joseph C. Shea, III
CEO, CFO, President & Director
|
Relationship to
Gertrude M. Shea
Secretary & Director
|
|
|
Kelly Lyden
|
Sister
|
Daughter
|
|
Barry Lyden
|
Brother-in-law
|
Son-in-law
|
|
Francis Shea
|
Uncle
|
Brother-in-law
|
|
Mary Shea
|
Aunt
|
Sister-in-law
|
|
William Shea
|
Uncle
|
Brother-in-law
|
|
Laura Shea
|
Aunt
|
Sister-in-law
|
MARKET FOR COMMON EQ
UI
TY AND RELATED STOCKHOLDER MATTERS
Market Information
Item 5(a)
a) Market Information. Our common stock is not quoted on a market or securities exchange. We cannot provide any assurance that an active market in our common stock will develop. We intend to quote our common shares on a market or securities exchange.
b) Holders. At
May 13, 2013
, there were 32 shareholders of the registrant holding a total of 3,050,000 common shares. We have no shares of common stock subject to outstanding options or warrants to purchase, or securities convertible into, our common stock. Except for this offering, there is no common stock that is being, or has been proposed to be, publicly offered.
c) Dividends. Holders of the registrant’s common stock are entitled to receive such dividends as may be declared by its board of directors. No dividends on registrant’s common stock have ever been paid, and the registrant does not anticipate that dividends will be paid on its common stock in the foreseeable future. d) Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by the registrant under equity compensation plans.
d) Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by the registrant under equity compensation plans.
|
|
Number of Securities | Weighted Average Exercise | Number of Securities | |||
| Issued upon Exercise of | Price of Outstanding Options | Remaining Available | ||||
| Plan Category | Outstanding Options, | Warrants and Rights | Future Issuance | |||
|
Equity Compensation Plans
Approved by Security Holders
|
n/a
|
n/a
|
n/a
|
|||
|
Equity Compensation Plans
Not Approved by Security Holders
|
n/a
|
n/a
|
n/a
|
|||
|
Total
|
n/a
|
n/a
|
n/a
|
e) Performance graph
Not applicable.
f) Sale of unregistered securities.
We completed an offering of 1,400,000 shares of common stock on April 21, 2010 to our president and director, Joseph C. Shea, III, at a price of $0.01 per share. The total proceeds received from this offering were $14,000. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act. We did not engage in any general solicitation or advertising.
We completed an offering of 1,650,000 shares of our common stock at a price of $0.02 per share to a total of thirty one (31) purchasers on March 31, 2012. The total amount we received from this offering was $33,000. The identity of the purchasers from this offering is included in the selling shareholder table set forth above. In addition to the 50,000 shares issued to Gertrude Shea, our secretary and director. The securities were sold and/or issued only to “accredited investors,” as such term is defined in the Securities Act in a transaction that did not involve any underwriters, underwriting discounts or commissions, or any public offering were not registered under the Securities Act or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and/or Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws.
Item 5(b) Use of Proceeds. As described herein
Item 5(c) Purchases of Equity Securities by the issuer and affiliated purchasers. None.
Admission to Quotation on the OTC Bulletin Board and/or OTCQB
We intend to have a market maker file an application for our common stock to be quoted on the OTC Bulletin Board and/or the OTCQB. However, we do not have a market maker that has agreed to file such application. If our securities are not quoted on the OTC Bulletin Board or the OTCQB, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board and the OTCQB differs from national and regional stock exchanges in that it:
(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and
(2) securities admitted to quotation are offered by one or more broker-dealers rather than the "specialist" common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board and/or the OTCQB, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the registrant listing. If it meets the qualifications for trading securities on the OTC Bulletin Board and the OTCQB, our securities will trade on the OTC Bulletin Board and the OTCQB. We may not now or ever qualify for quotation on the OTC Bulletin Board or the OTCQB. We currently have no market maker who is willing to list quotations for our securities.
Shares Eligible for Future Sale
Upon the date of this prospectus, there are 3,050,000 common shares outstanding of which no common shares may be freely traded without registration. However, 1,600,000 common shares of present shareholders are being registered on this offering.
The remaining 1,450,000 common shares will be restricted within the meaning of Rule 144 under the Securities Act, and are subject to the resale provisions of Rule 144.
At the present time, resales or distributions of such shares are provided for by the provisions of Rule 144. That rule is a so-called "safe harbor" rule which, if complied with, should eliminate any questions as to whether or not a person selling restricted shares has acted as an underwriter.
Rule 144(d)(1) states that if the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, a minimum of six months must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities.
Sales under Rule 144 are also subject to notice and manner of sale requirements and to the availability of current public information and must be made in unsolicited brokers' transactions or to a market maker.
A person who is not an affiliate of the registrant under the Securities Act during the three months preceding a sale and who has beneficially owned such shares for at least six months is entitled to sell the shares under Rule 144 without regard to the volume, notice, information and manner of sale provisions. Affiliates must comply with the restrictions and requirements of Rule 144 when transferring restricted shares even after the six month holding period has expired and must comply with the restrictions and requirements of Rule 144 in order to sell unrestricted shares.
No predictions can be made of the effect, if any, that market sales of shares of common stock or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, sales of significant amounts of our common stock could adversely affect the prevailing market price of the common stock, as well as impair our ability to raise capital through the issuance of additional equity securities.
E
XP
ERTS
The financial statements of the registrant appearing in this prospectus and in the registration statement have been audited by Anton & Chia, LLP, an independent registered public accounting firm and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.
LEGAL PR
OC
EEDINGS
We are not a party to any legal proceedings the outcome of which, in the opinion of our management, would have a material adverse effect on our business, financial condition, or results of operation. Our agent for service of process in Nevada is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501.
LEGAL M
ATT
ERS
The validity of the common shares being offered hereby will be passed upon by Karen A. Batcher, Esq of Synergen Law Group, APC Chula Vista, California.
WHERE YOU CAN F
IN
D MORE INFORMATION
At your request, we will provide you, without charge, a copy of any document filed as exhibits in this prospectus. If you want more information, write or call us at:
Port Of Call Online Inc.
40 Warren Street, Floor 3
Charlestown, MA 02129-3608
(617) 459-6031
Our fiscal year ends on December 31. Upon completion of this offering, we will become a reporting company and file annual, quarterly and current reports with the SEC. You may read and copy any reports, statements, or other information we file at the SEC's public reference room at 100 F Street, Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee by writing to the SEC. Please call the SEC at 1-800- SEC-0330 for further information on the operation of the public reference rooms. Our SEC filings are also available to the public on the SEC Internet site at http:\\www.sec.gov.
Through the filing of Form 8-A under the Exchange Act within 30-60 days following the effective date of the registration statement, we intend to become a fully reporting company under the requirements of the Exchange Act, and will file the necessary quarterly and other reports with the Securities and Exchange Commission. Although we will not be required to deliver our annual or quarterly reports to security holders, we intend to forward this information to security holders upon receiving a written request to receive such information. The reports and other information filed by us will be available for inspection and copying at the public reference facilities of the Securities and Exchange Commission located at 100 F Street N.E., Washington, D.C. 20549.
FINANCIAL ST
AT
EMENTS
Index to Financial Statements:
Audited financial statements for the period ended December 31, 2012, including:
REPORT OF INDEPENDENT REGISTERE
D
PUBLIC ACCOUNTING FIRM
To the Board of Directors
Port of Call Online, Inc. (A Development Stage Company)
We have audited the accompanying balance sheets of Port of Call Online, Inc. (the "Company") as of December 31, 2012 and 2011, and the related statements of operations, changes in stockholders’ equity and cash flows for the years then ended and for the period from March 2, 2010 (Inception) through December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and 2011 and the results of its operations and its cash flows for the years then ended and for the period from March 2, 2010 (Inception) through December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 3, the Company has had no revenues and accumulated deficit of $7,500 since inception. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters are also described in the financial statements, which includes the raising of additional equity financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Anton & Chia, LLP
Newport Beach, California
April 30, 2013
PORT OF C
AL
L ONLINE, INC.
(A Development Stage Company)
BALANCE SHEET
S
|
December 31,
|
December 31,
|
|||||||
|
2012
|
2011
|
|||||||
| Assets | ||||||||
|
Current assets
|
||||||||
|
Cash
|
$ | 39,500 | $ | 20,400 | ||||
|
Total current assets
|
39,500 | 20,400 | ||||||
|
Total assets
|
$ | 39,500 | $ | 20,400 | ||||
|
Stockholders’ equity
|
||||||||
|
Common Stock, no par value; 65,000,000 shares
|
||||||||
|
authorized; 3,050,000 shares issued and outstanding
|
$ | 3050 | $ | 1,950 | ||||
|
Additional Paid In Capital
|
43,950 | 23,050 | ||||||
|
Accumulated deficit
|
(7,500 | ) | (4,600 | ) | ||||
|
Stockholders’ equity
|
39,500 | 20,400 | ||||||
|
Total liabilities and stockholders’ equity
|
$ | 39,500 | $ | 20,400 | ||||
The accompanying notes are
an integral part of these financial statements.
PORT OF CA
LL
ONLINE, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
|
For the Period From
|
||||||||||||
|
Inception,
|
||||||||||||
|
For the Year
|
For the Year
|
March 2, 2010,
|
||||||||||
|
Ended
|
Ended
|
through
|
||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
|
2012
|
2011
|
2012
|
||||||||||
|
Operating expenses:
|
||||||||||||
|
General and administrative
|
$ | 2,900 | $ | 400 | $ | 7,500 | ||||||
|
Total operating expenses
|
2,900 | 400 | 7,500 | |||||||||
|
Loss from operations
|
(2,900 | ) | (400 | ) | (7,500 | ) | ||||||
|
Net loss
|
$ | (2,900 | ) | $ | (400 | ) | $ | (7,500 | ) | |||
|
Net Loss per share Basic and Diluted
|
$ | (.00 | ) | $ | (.00 | ) | $ | (.00 | ) | |||
|
Weighted average common shares
|
||||||||||||
|
outstanding - basic and diluted
|
3,050,000 | 1,950,000 | 3,050,000 | |||||||||
The accompanying notes are an integral part of these financial statements.
PORT OF CALL
O
NLINE, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS’
EQUITY
|
$.001 Par Value
|
Additional
|
Total
|
||||||||||||||||||
|
Common Stock
|
Paid-in
|
Deficit
|
Stockholders’
|
|||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Accumulated
|
Equity
|
||||||||||||||||
|
Balance, March 2, 2010 (inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
Issuance of common stock for cash to officer
|
1,400,000 | 1,400 | 12,600 | - | 14,000 | |||||||||||||||
|
Net loss
|
- | - | - | (4,200 | ) | (4,200 | ) | |||||||||||||
|
Balance, December 31, 2010
|
1,400,000 | 1,400 | 12,600 | (4,200 | ) | 9,800 | ||||||||||||||
|
Issuance of common stock for cash to third party investors
|
550,000 | 550 | 10,450 | - | 11,000 | |||||||||||||||
|
Net loss
|
- | - | - | (400 | ) | (400 | ) | |||||||||||||
|
Balance, December 31, 2011
|
1,950,000 | 1,950 | 23,050 | (4,600 | ) | 20,400 | ||||||||||||||
|
Issuance of common stock for cash to third party investors
|
1,100,000 | 1,100 | 20,900 | - | 22,000 | |||||||||||||||
|
Net loss
|
- | - | - | (2,900 | ) | (2,900 | ) | |||||||||||||
|
Balance, December 31, 2012
|
3,050,000 | $ | 3,050 | $ | 43,950 | $ | (7,500 | ) | $ | 39,500 | ||||||||||
The accompanying notes are an integral part of these financial statements.
|
PORT OF CA
LL
ONLINE, INC.
|
||||||||||||
|
(A Development Stage Company)
|
||||||||||||
|
STATEMENTS OF CASH FLOWS
|
||||||||||||
|
From Inception on
|
||||||||||||
| Year Ended | Year Ended |
March 02, 2010 to
|
||||||||||
| December 31, | December 31, |
December 31,
|
||||||||||
|
2012
|
2011
|
2012
|
||||||||||
|
Operating Activities
|
||||||||||||
|
Net loss
|
$ | (2,900 | ) | $ | (400 | ) | $ | (7,500 | ) | |||
|
Adjustments to reconcile net loss to net cash used by
operating activities
|
||||||||||||
|
Net cash used in operating activities
|
(2,900 | ) | (400 | ) | (7,500 | ) | ||||||
|
Financing Activities
|
||||||||||||
|
Proceeds from issuance of common stock
|
22,000 | 11,000 | 47,000 | |||||||||
|
Net cash provided by financing activities
|
22,000 | 11,000 | - | |||||||||
|
Net increase in cash and cash equivalents
|
19,100 | 10,600 | 39,500 | |||||||||
|
Cash and cash equivalents at beginning of period
|
20,400 | 9,800 | - | |||||||||
|
Cash and cash equivalents at end of period
|
$ | 39,500 | $ | 20,400 | $ | 39,500 | ||||||
|
Supplemental Information and non cash transactions
|
||||||||||||
|
Cash paid for interest
|
$ | - | $ | - | $ | - | ||||||
|
Cash paid for income taxes
|
$ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these financial statements.
Port of Call Onl
in
e, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 1 Nature of Business
Business Overview
Port of Call Online, Inc., (the “Company”), was incorporated in the State of Nevada on March 2, 2010 to create a web-based service that will offer boaters an easy, convenient, fun, easy to use, online resource to help them plan and organize their boating trips. Listings will be provided for product and service providers of interest to the boating traveler.
The Company intends to maximize listings on the website, increase the value to the consumer, and provide potential advertisers with an ability to inexpensively feature their services to a very wide and targeted audience.
Development Stage Company
The Company’s financial statements are presented as those of a development stage company. Activities during the development stage primarily include equity based financing and implementation of the business plan. The Company has not generated revenues since inception.
Note 2 Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash equivalents includes highly liquid short-term investments, with original maturities of three months or less. At December 31, 2012 and 2011, the company had no cash equivalents.
Concentration of Risk
As of December 31, 2012 and 2011, the Company maintained its cash account at one commercial bank. The cash balance at December 31, 2012, was within the FDIC coverage of deposits totaling $ 250,000 per owner.
Basis of Presentation
The summary of significant accounting policies presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying financial statements.
Use of Estimates
Our management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America.
Net Loss per Share
Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. As of December 31, 2012 and 2011, there were no dilutive shares.
Research and Development Costs
The Company expenses research and development costs as incurred.
Note 3 Going Concern
As reflected in the accompanying financial statements, the Company has a net loss of $2,900 and net cash used in operations of $2,900 for the year ended December 31, 2012. The Company has a net loss of $7,500 and net cash used in operations of $7,500 since inception on March 2, 2010 through December 31, 2012. In addition, the Company is in the development stage and has not yet generated any revenues. The Company is in the beginning stages of implementing its business plan. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
During the period ended December 31, 2012, the Company continued to raise funds in anticipation of implementing its business plan. The first phase of its business plan calls for the Company to begin development of its website which is still in the design stage and as such, no significant development has occurred as of December 31, 2012. The Company has raised $47,000 since inception and has utilized those funds to primarily initially organize the Company and complete its business plan. Upon commencement of its website development, the Company expects to raise additional funds however does not currently have any commitments to do so. There are no assurances that the Company will be able to raise sufficient funds required to complete its websites or business plan or whether such raise will be on terms favorable to the Company.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company has not established any source of revenue and has incurred an operating loss since inception. Further, as of December 31, 2012, it is not certain whether the Company’s cash resources are sufficient to meet its ongoing business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
Note 4 Stockholders’ Equity
The Company’s Articles of Incorporation authorize the issuance of up to 10,000,000 shares of $.001 par value preferred stock. As of December 31, 2012, 2011, there is no preferred stock outstanding.
The Company’s Articles of Incorporation authorize the issuance of up to 65,000,000 shares of $.001 par value common stock. As of December 31, 2012 and 2011, there are 3,050,000 and 1,950,000shares of $0.001 par value common stock issued and outstanding, respectively.
During the period from March 2, 2010, to December 31, 2010, the Company issued 1,400,000 shares for cash to its Director, Chief Executive Officer, and President for cash in the amount of $14,000.
During the year ended December 31, 2011, the Company issued 550,000 shares for cash in the amount of $ 11,000 to 24 individual accredited investors, five of whom are related to the Company’s Director, Chief Executive Officer, and President.
During the year ended December 31, 2012, the Company issued 1,100,000 for cash in the amount of $ 22,000 to 7 individual accredited investors.
Note 5
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.
Note 6
Subsequent Events
Management has evaluated events through March 22, 2013 the date the accompanying financial statements were issued for transactions and other events that may require adjustment and/or disclosure. No material events were identified that require adjustment to the financial statements or additional disclosure.
1,600,000 Co
mm
on Shares
on behalf of Selling Shareholders
Prospectus
Port of Call Online Inc.
May 13, 2013
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.
Until ________ 2013, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
Part II
Information Not Required In the Prospectus
Item 13. Other Expense
s
of Issuance and Distribution
The estimated costs of this offering are as follows:
|
Securities and Exchange Commission registration fee
|
$ | 4 | ||
|
Federal Taxes
|
$ | 0 | ||
|
State Taxes and Fees
|
$ | 0 | ||
|
Transfer Agent Fees
|
$ | 0 | ||
|
Accounting fees and expenses
|
$ | 1,640 | ||
|
Legal fees and expenses
|
$ | 5,000 | ||
|
Total
|
$ | 6,644 |
All amounts are estimates, other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.
Item 14. Indemnification
o
f Directors and Officers
Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.
Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation. Our articles of incorporation do not contain any limiting language regarding director immunity from liability. Excepted from this immunity are:
| 1. | a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest; | |
| 2. |
a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
|
|
| 3. |
a transaction from which the director derived an improper personal profit; and
|
|
| 4. |
willful misconduct.
|
Our bylaws provide that:
a. the directors will cause the registrant to indemnify a director or former director of the registrant and the directors may cause the registrant to indemnify a director or former directors of a corporation or which the registration is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonable incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a director of the registrant or a director of such corporation, including an action brought by the registration or corporation. Each director of the registrant on being elected or appointed is deemed to have contracted with the registrant on the terms of the foregoing indemnity.
b. the directors may cause the registrant to indemnify an officer, employee or agent of the registrant or of a corporation of which the registrant is or was a shareholder (notwithstanding that he is also a director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the registrant or corporation. In addition, the registrant shall indemnify the secretary or an assistant secretary of the registrant (if he is not a full time employee of the Corporation and notwithstanding that he is also a director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such secretary and assistant secretary, on being appointed is deemed to have contracted with the registrant on the terms of the foregoing indemnity.
c. the directors may cause the registrant to purchase and maintain insurance for the benefit6 of a person who is or was serving a director, officer, employee or agent of the registrant or as a director, officer, employee or agent of a corporation of which the registrant is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a director, officer, employee or agent.
Item 15. Recent Sales of Unregi
st
ered Securities
We completed an offering of 1,400,000 shares of common stock on April 21, 2010 to our president and director, Joseph C. Shea, III, at a price of $0.01 per share. The total proceeds received from this offering were $14,000. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act. We did not engage in any general solicitation or advertising.
We completed an offering of 1,650,000 shares of our common stock at a price of $0.02 per share to a total of thirty one (31) purchasers on March 31, 2012. The total amount we received from this offering was $33,000. The identity of the purchasers from this offering is included in the selling shareholder table set forth above. In addition to the 50,000 shares issued to Gertrude Shea, our secretary and director. The securities were sold and/or issued only to “accredited investors,” as such term is defined in the Securities Act in a transaction that did not involve any underwriters, underwriting discounts or commissions, or any public offering were not registered under the Securities Act or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and/or Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws.
Item 16. E
xh
ibits
Item 17. Und
er
takings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any 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.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser.
If the Company is subject to Rule 430C:
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) 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 provision, 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 of 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.
SIGNATU
RE
S
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Charlestown, MA, on
May 13, 2013
.
| PORT OF CALL ONLINE INC. | ||
| By: |
/s/
Joseph C. Shea, III
|
|
|
Joseph C. Shea, III
|
||
|
President, Chief Executive Officer, Chief Financial Officer
and Director
|
||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on
May 13, 2013
.
| By: |
/s/
Joseph C. Shea, III
|
|
|
Joseph C. Shea, III
|
||
|
President, Chief Executive Officer, Chief Financial Officer
and Director
|
| By: |
/s/
Gertrude M. Shea
|
|
|
Gertrude M. Shea
|
||
|
Secretary and Director
|
51
