UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THRIFTY PRINTING INC.

(Exact name of registrant as specified in its charter)

Nevada

7384

N/A

State or jurisdiction of
incorporation or organization

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer
Identification No.)

3702 South Virginia Street, #G12-401, Reno, NV 89502 (604) 537 1608

(Address and telephone number of registrant's principal executive offices)

Eh? Clerical Services Inc.
3990 Warren Way, Reno, Nevada 89509-3030 Telephone: 775.338-2598

(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public:  From time to time after the effective date of this Registration Statement.

If any 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.    [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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.  [ ]

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.  [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  [ ]

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CALCULATION OF REGISTRATION FEE

Title of each class
of securities to be
registered (1)

Amount to be
registered

Proposed maximum
offering price
per share (2)

Proposed maximum
aggregate offering
price (US$)

Amount of
registration fee (2)

Common Stock to be offered for resale by selling stockholders

1,537,500

$0.02 (2)

$30,750

$3.90

Total Registration Fee

 

$3.90

(1) An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.

(2) Estimated in accordance with Rule 457(o) solely for the purpose of computing the amount of the registration fee based on a bona fide estimate of the maximum offering price.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE 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 THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

 

 

ii

PROSPECTUS

Subject to Completion
_____, 2005

THRIFTY PRINTING INC.
A NEVADA CORPORATION

1,537,500SHARES OF COMMON STOCK OF THRIFTY PRINTING INC.
_________________________________

This prospectus relates to 1,537,500shares of common stock of Thrifty Printing Inc., a Nevada corporation, which may be resold by selling stockholders named in this prospectus. The shares were acquired by the selling shareholders directly from us in private offerings that were exempt from registration requirements of the Securities Act of 1933. We have been advised by the selling stockholders that they may offer to sell all or a portion of their shares of common stock being offered in this prospectus from time to time. The selling stockholders will sell their shares of our common stock at a price of $0.02 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. 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 will not receive any proceeds from the resale of shares of common stock by the selling stockholders. We will pay for expenses of this offering.

Our business is subject to many risks and an investment in our common stock will also involve a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully consider the various Risk Factors described beginning on page 7 before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This 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.

The date of this prospectus is _____, 2005.

 

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The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

PAGE NUMBER

PROSPECTUS SUMMARY

4

RISK FACTORS

5

RISKS RELATED TO OUR BUSINESS

5

We have had minimal cash flows from operations and if we are not able to obtain further financing we may be forced to scale back or cease operations or our business operations may fail.

5

We have only commenced our business operations in January, 2004 and we have a limited operating history. If we cannot successfully manage the risks normally faced by start-up companies, we may not achieve profitable operations and ultimately our business may fail.

6

The fact that we are in the early development of our company and that we have generated no revenues since our incorporation raises substantial doubt about our ability to continue as a going concern, as indicated in our independent auditors' opinion in connection with our audited consolidated financial statements.

6

We have generated no revenues from our business operations and we will need to raise additional funds in the near future. If we are not able to obtain future financing when required, we might be forced to discontinue our business.

7

All of our assets and all of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers

7

If we are unable to protect our Internet domain name, our efforts to increase public recognition of our brand may be impaired.

7

The establishment and maintenance of brand identity of our website and our photofinishing services is critical to our future success. If we are unable to provide competitive photofinishing services or otherwise fail to promote and maintain our brands, we may never achieve a profitable level of operations.

7

We currently do not have any intellectual property rights. If we are unable to protect our "Thrifty Printing" trade name, our efforts to increase public recognition of our "Thrifty Printing" brand may be impaired and we may be required to incur substantial costs to protect our name and products

8

If our operations are disrupted by technological or other problems, we may not be able to generate revenues from the sales of our products.

8

Because we face intense competition, an investment in our company is highly speculative.

9

We are currently dependent upon GL Photo Processing Corp. for the photo finishing of the photographs submitted by our customers. If GL Photo Processing Corp ceased to provide us with its services, our sales and profitability potential may be irreparably harmed.

9

Because we depend on a small group of qualified people and because our directors and officers, Mr. Wu Yang and Ms. Wu Pei Ru, if we cannot hire and retain qualified personnel to replace either of these individuals if they leave our company then we might be forced to discontinue our operations.

9

Our directors and officers are engaged in other business activities and accordingly may not devote sufficient time to our business affairs, which may affect our ability to conduct operations and generate revenues.

9

Because our officers, directors and principal shareholders control a substantial amount of our common stock, investors may have little or no control over our management or other matters requiring shareholder approval.

9

Because we do not have sufficient insurance to cover our business losses, we might have uninsured losses, increasing the possibility that you would lose your investment.

10

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PAGE NUMBER

Because we can issue additional common shares, purchasers of our common stock may incur immediate dilution and may experience further dilution.

10

RISKS ASSOCIATED WITH OUR COMMON STOCK

10

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

10

Because we do not intend to pay any dividends on our common shares, investors seeking dividend income or liquidity should not purchase shares in this offering.

10

Sales of a substantial number of shares of our common stock into the public market by the selling stockholders may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize any current trading price of our common stock.

11

Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

11

NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

11

FORWARD-LOOKING STATEMENTS

12

SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE

12

THE OFFERING

12

DETERMINATION OF OFFERING PRICE

12

USE OF PROCEEDS

13

DILUTION

13

DIVIDEND POLICY

13

SELLING STOCKHOLDERS

13

PLAN OF DISTRIBUTION

16

TRANSFER AGENT AND REGISTRAR

17

LEGAL PROCEEDINGS

18

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

18

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

19

DESCRIPTION OF COMMON STOCK

20

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

20

INTEREST OF NAMED EXPERTS AND COUNSEL

20

EXPERTS

20

DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

20

DESCRIPTION OF PROPERTY

21

DESCRIPTION OF BUSINESS

21

MANAGEMENT'S DISCUSSION AND ANALYSIS

25

NEW ACCOUNTING PRONOUNCEMENTS

27

APPLICATION OF CRITICAL ACCOUNTING POLICIES

28

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

28

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

28

EXECUTIVE COMPENSATION

30

REPORTS TO SECURITY HOLDERS

31

WHERE YOU CAN FIND MORE INFORMATION

31

FINANCIAL STATEMENTS

32

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As used in this prospectus, the terms "we", "us", "our", and "Thrifty Printing" mean Thrifty Printing Inc., unless otherwise indicated.

All dollar amounts refer to U.S. dollars unless otherwise indicated.

PROSPECTUS SUMMARY

Our Business

We were incorporated in the State of Nevada on January 23, 2004 and commenced operations on October 1st, 2004. We are an on-line photofinishing company. Information contained on our website does not form part of this prospectus.

Our United States resident agent's office (Eh? Clerical Services Inc.) is located at 3990 Warren Way, Reno, NV 89509. Our head offices are located at 3702 South Virginia Street, #G12-401, Reno, NV 89502-6030. Our telephone number is 604.537.1608.

We are a development stage company and have not generated any significant revenue since our inception on January 23, 2004. In order to fund our plan of operation, we anticipate that we will require an additional $25,000 to $30,000 through October, 2005.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the financial statements for the period ended September 30, 2004, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Number of Shares Being Offered

This prospectus covers the resale by the selling stockholders named in this prospectus of up to 1,537,500 shares of our common stock. The offered shares were acquired by the selling stockholders in private placement transactions, which were exempt from the registration requirements of the Securities Act of 1933. The selling stockholders will sell their shares of our common stock at $0.02 per share until our common stock is quoted on the OTC Bulletin Board, or listed for trading or quotation on any other public market, and thereafter at prevailing market prices or privately negotiated prices. 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. Please see the Plan of Distribution section at page 17 of this prospectus for a detailed explanation of how the common shares may be sold.

Number of Shares Outstanding

There were 2,000,000 shares of our common stock issued and outstanding as at December 31, 2004.

Use of Proceeds

We will not receive any of the proceeds from the sale of the shares of our common stock being offered for sale by the selling stockholders. We will incur all costs associated with this registration statement and prospectus.

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Summary of Financial Data

The summarized consolidated financial data presented below is derived from and should be read in conjunction with our audited financial statements from January 23, 2004 (date of inception) to September 30, 2004, including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled "Management's Discussion and Analysis" beginning on page 27 of this prospectus.

 

From January 23, 2004
(Date of Inception) to
September 30, 2004 (1)

Revenue

$-

Net Income (Loss) for the Period

$(14,395)

Loss Per Share - basic and diluted

$(0.01)

 

As at
September 30, 2004

Working Capital (Deficiency)

$25,605

Total Assets

$28,110

Total Number of Issued Shares of Common Stock

2,000,000

Weighted Average Shares Outstanding

1,274,900

Deficit

$(14,395)

Total Stockholders' Equity

$25,605

(1) We were incorporated on January 23, 2004 and we have not completed a full financial fiscal year.

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

RISKS RELATED TO OUR BUSINESS

We have had no cash flow from operations and if we are not able to obtain further financing we may be forced to scale back or cease operations or our business operations may fail.

To date we have had no cash flow from operations and we have been dependent on sales of our equity securities to meet our cash requirements. We incurred a loss of $14,395 for the fiscal period ended September 30, 2004. As of September 30, 2004, we had working capital of $25,605. We do not expect positive material cash flow from operations in the near term. In April 2004, we received an aggregate of $40,000 gross proceeds from a private placement financing in which we sold shares of our common stock. We have estimated that we will require between $25,000 and $30,000 to carry out our business plan in the year ended September 30, 2005. We anticipate that the funds we have raised in the last private placement may be sufficient to satisfy our cash requirements for the balance of the year ended December 31, 2004. However, there is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:

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- we incur unexpected costs in completing the development of our technology or encounter any unexpected technical or other difficulties;

- we incur delays and additional expenses as a result of technology failure;

- we are unable to create a substantial market for our photofinishing services; or

- we incur any significant unanticipated expenses.

The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans and achieve a profitable level of operations.

We will depend almost exclusively on outside capital to pay for the continued development and marketing of our photofinishing services. Such outside capital may include the sale of additional stock and/or commercial borrowing. There can be no assurance that capital will continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be forced to scale back or cease operations.

We have only commenced our business operations in January, 2004 and we have a limited operating history. If we cannot successfully manage the risks normally faced by start-up companies, we may not achieve profitable operations and ultimately our business may fail.

We have a limited operating history. Our operating activities since our incorporation on January 23, 2004 consisted primarily of setting up our photofinishing services business. We are continuing to market our photofinishing services. Our prospects are subject to the risks and expenses encountered by start up companies, such as uncertainty regarding level of future revenue and inability to budget expenses and manage growth accordingly and inability to access sources of financing when required and at rates favorable to us. Our limited operating history and the highly competitive nature of the photofinishing industry make it difficult or impossible to predict future results of our operations. We may not establish a clientele that will make us profitable, which might result in the loss of some or all of your investment in our common stock.

The fact that we are in the early development of our company and that we have generated no revenues since our incorporation raises substantial doubt about our ability to continue as a going concern, as indicated in our independent auditors' opinion in connection with our audited consolidated financial statements.

We are in the development stage and have generated no revenue since our inception on January 23, 2004. Since we are still in the early stages of developing our company and because of the lack of significant business operations at September 30, 2004, our independent auditors' report includes an explanatory paragraph about our ability to continue as a going concern. We will, in all likelihood, continue to incur operating expenses without significant revenues until our photofinishing gains significant popularity. In April 2004, we received an aggregate of $40,000 gross proceeds from a private placement financing in which we sold shares of our common stock. We estimate our average monthly operating expenses, not including one time expenses in marketing and in completing construction of our website, to be approximately $500 each month. At this rate we will be able to maintain our operations until August, 2005 without generating significant revenues from our operations. Our primary source of funds has been the sale of our common stock. We cannot assure that we will be able to generate enough interest in our photofinishing services. If we cannot attract a significant number users, we will not be able to general any significant revenues or income. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors' report on the financial statements for the period ended September 30, 2004. If we are unable to establish and generate material revenues our business will fail and you may lose some or all of your investment in our common stock.

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We have generated no revenues from our business operations and we will need to raise additional funds in the near future. If we are not able to obtain future financing when required, we might be forced to discontinue our business.

Since our incorporation, we have not generated any revenue from sales. We intend to spend $5,000 to expand our website and a further $5,000 to market our photofinishing services before September 30, 2005. Because we cannot anticipate when we will be able to generate significant revenue from our photofinishing services, we will need to raise additional funds to continue to market and develop our photofinishing services and website to respond to competitive pressures, to acquire complementary photofinishing technologies or to respond to unanticipated requirements or expenses. We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing when such funding is required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of our website and our business model. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct business, which might result in the loss of some or all of your investment in our common stock.

All of our assets and all of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

All of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, all of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them.

If we are unable to protect our Internet domain name, our efforts to increase public recognition of our brand may be impaired.

We currently hold the Internet domain name " Myphotolab.us". The acquisition and maintenance of domain names generally is regulated by governmental agencies and their designees. The regulation of domain names in the United States and in foreign countries is subject to change. As a result, we may be unable to acquire or maintain relevant domain names in all countries in which we intend to conduct business. This could impair our efforts to build brand recognition and to increase traffic to our website and photofinishing sales. Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. Therefore, we may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. Any claims, by or against us, could be time consuming and costly to defend or litigate, divert our attention and resources and result in the loss of goodwill associated with our trade names.

The establishment and maintenance of brand identity of our website and our photofinishing services is critical to our future success. If we are unable to provide competitive photofinishing services or otherwise fail to promote and maintain our brands, we may never achieve a profitable level of operations.

We offer our photofinishing services through our website. Since we expect that in the future, substantially all of our revenues will be generated from sales through our website, market acceptance of our website is critical to our future success. Factors such as market positioning, the availability and price of competing on-line photofinishing services, and the introductions of new technologies will affect the market acceptance of our photofinishing services.

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We believe that establishing and maintaining brand identity of our website will help increase the awareness of our photofinishing services. Promotion of our photofinishing services will depend largely on our success in continuing to provide a high quality online website. In order to attract and retain users for our photofinishing services and to promote and maintain our brand in response to competitive pressures, we may increase our financial commitment to creating and maintaining a distinct brand loyalty among our users. If we are unable to provide high quality online services, or otherwise fail to promote and maintain our brand, incur excessive expenses in an attempt to improve, or promote and maintain our brand, we will not achieve profitable operations and you may lose some or all of your investment in our common stock.

We currently do not have any intellectual property rights. If we are unable to protect our "Thrifty Printing" trade name, our efforts to increase public recognition of our "Thrifty Printing" brand may be impaired and we may be required to incur substantial costs to protect our name and products.

We have not made any applications for the protection of our intellectual property rights. As a consequence we may not be able to prevent the unauthorized use of our "Thrifty Printing" trade name. We may be unable to prevent third parties from acquiring and using names that are similar to, infringe upon or otherwise decrease the value of our name, our services, and other proprietary rights that we may hold. We may need to bring legal claims to enforce or protect any intellectual property rights that we assert. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. Any claims, by or against us, could be time consuming and costly to defend or litigate, divert our attention and resources and result in the loss of goodwill associated with our trade name and services.

If our operations are disrupted by technological or other problems, we may not be able to generate revenues from the sales of our products.

Our systems could be overwhelmed or could fail for any number of reasons. We currently promote and sell our photofinishing services exclusively through the Internet. Heavy usage volumes could cause significant backlogs or could cause our systems to fail. We may not be able to expand and upgrade our technology and network hardware and software to accommodate increased usage by our customers on a timely basis. Also, our systems, and those of the third parties on which we depend, may not operate properly in the event of:

- a hardware or software error, failure or crash,

- a power or telecommunications failure,

- human error, or

- a fire, flood or other natural disaster.

Our systems may be more likely to suffer problems while we implement upgrades to our network hardware and software. Additionally, our computer systems and those of the third parties on which we depend may be vulnerable to damage or interruption due to sabotage, computer viruses or other criminal activities or security breaches.

The computer servers which house the data storage and software are housed at the data center of a third party company. If the systems of this third party slows down significantly or fail even for a short time, our customers would suffer delays in data access. These delays could damage our reputation, cause customers to choose other photofinishing service providers. We currently do not have any property and business interruption insurance to compensate us for all losses we may incur. If any of these circumstances occur, then our ongoing operations may be harmed to the extent that we will be unable to sell our products, as a result of which you may lose some or all of your investment in our common stock.

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Because we face intense competition, an investment in our company is highly speculative.

Our domain name " Myphotolab.us" and our on-line photofinishing services are critical to our success. The on-line photofinishing industry is characterized by intense and substantial competition. We believe that our website will have to compete with large and established companies such as "PhotoNet" by Picture Vision Inc., Kodak Picture Network by Eastman Kodak Inc., FotoWire Development, Ofoto, Shutterfly and Snapfish.

These existing and future competitors may be able to respond more quickly to new or changing opportunities, technologies and customer requirements than us and may be able to undertake more extensive promotional activities, offer more attractive terms to customers and adopt more aggressive pricing policies than we do. Increased competition by these existing and future competitors will negatively affect our ability to maintain or expand our operations, or achieve profitability.

We are currently dependent upon GL Photo Processing Corp. for the photo finishing of the photographs submitted by our customers. If GL Photo Processing Corp ceased to provide us with its services, our sales and profitability potential may be irreparably harmed.

We have entered into an agreement with GL Photo Processing Corp. for the photo finishing of the photographs submitted by our customers. Our reliance on GL Photo Processing Corp. subjects us to various risks, including the possibility of a lack of availability of GL Photo Processing Corp.'s equipment, quality control problems, increases in costs and lack of control over delivery schedules, any of which would negatively affect our sales and revenues. In situations where we are unable to rectify production or quality problems associated with the services provided to us, costly delays could result. Although we believe that GL Photo Processing Corp. has current capabilities to enable it to produce and supply the photographs which we will require for our customers, there is no assurance that this will be adequate for future growth. Further, if GL Photo Processing Corp. ceased to provide us with its services, our sales and profitability potential may be irreparably harmed, as we may be required to find an alternate service provider, or one who may charge us more for similar services.

Because we depend on a small group of qualified people, specifically our directors and officers, Mr. Wu Yang and Ms. Wu Pei Ru, if we cannot hire and retain qualified personnel to replace either of these individuals if they leave our company then we might be forced to discontinue our operations.

Since our incorporation on January 23, 2004, our president, and director, Mr. Wu Yang, has handled all of the responsibilities in the area of corporate administration, business development and research. In addition, Mr. Wu Yang has also provided us with capital raising services. Ms. Wu Pei Ru has handled all of the responsibilities in the area of establishing our operations. The loss of the services of any of our directors, executive officers or key personnel, or the inability to identify, hire, train and retain other qualified directors, executive officers or personnel in the future would have a material adverse affect on our business, financial condition and operating results. We do not maintain any life insurance policies on any of these directors, executives, or key personnel for our benefit. If they sell all or most of their shares common stock, they may no longer have an incentive to remain with us, which would damage our business.

Our directors and officers are engaged in other business activities and accordingly may not devote sufficient time to our business affairs, which may affect our ability to conduct operations and generate revenues.

One of our directors and officers is involved in other business activities. As a result of these other business activities that our directors and officers are involved in, our directors and officers may not be able to devote sufficient time to our business affairs, which may negatively affect our ability to conduct our ongoing operations and our ability to generate revenues.

Because our officers, directors and principal shareholders control a substantial amount of our common stock, investors may have little or no control over our management or other matters requiring shareholder approval.

Our officers and directors and their affiliates, in the aggregate, beneficially own 23.1% of issued and outstanding shares of our common stock. As a result, they have the ability to control matters affecting minority

9

shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers, directors and principal shareholders may effectively control the company, investors may not be able to replace our management if they disagree with the way our business is being run. Because control by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

Because we do not have sufficient insurance to cover our business losses, we might have uninsured losses, increasing the possibility that you would lose your investment.

We may incur uninsured liabilities and losses as a result of the conduct of our business. We do not currently maintain any comprehensive liability or property insurance. Even if we obtain such insurance in the future, we may not carry sufficient insurance coverage to satisfy potential claims. We do not carry any business interruption insurance. Should uninsured losses occur, any purchasers of our common stock could lose their entire investment.

Because we can issue additional common shares, purchasers of our common stock may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 25,000,000 common shares, of which 2,000,000 are issued and outstanding. Our board of directors has the authority to cause our company to issue additional shares of common stock without the consent of any of our shareholders. Consequently, our shareholders may experience more dilution in their ownership of our company in the future.

RISKS ASSOCIATED WITH OUR COMMON STOCK

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock and such a market may not develop or be sustained. We currently plan to have our common stock quoted on the National Association of Securities Dealers Inc.'s OTC Bulletin Board upon the effectiveness of this registration statement of which this prospectus forms a part. In order to do this, a market maker must file a Form 15c-211 to allow the market maker to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention. However, we cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock.

Because we do not intend to pay any dividends on our common shares, investors seeking dividend income or liquidity should not purchase shares in this offering.

We do not currently anticipate declaring and paying dividends to our shareholders in the near future. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our working capital. Prospective investors seeking or needing dividend income or liquidity should, therefore, not purchase our common stock. We currently have no revenues and a history of losses, so there can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our shares, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors, who currently do not intend to pay any dividends on our common shares for the foreseeable future.

10

Sales of a substantial number of shares of our common stock into the public market by the selling stockholders may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize any current trading price of our common stock.

Sales of a substantial number of shares of our common stock in the public market could cause a reduction in the market price of our common stock, when and if such market develops. When this registration statement is declared effective, the selling stockholders may be reselling up to 76.9% of the issued and outstanding shares of our common stock. As a result of such registration statement, a substantial number of our shares of common stock which have been issued may be available for immediate resale when and if a market develops for our common stock, which could have an adverse effect on the price of our common stock. As a result of any such decreases in price of our common stock, purchasers who acquire shares from the selling stockholders may lose some or all of their investment.

Any significant downward pressure on the price of our common stock as the selling stockholders sell the shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission (see above and the "Market for Common Equity and Related Stockholder Matters" section at page 34 for discussions of penny stock rules), the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

11

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" on pages 7 to 14, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus.

SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE

Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

THE OFFERING

This prospectus covers the resale by the selling stockholders named in this prospectus of up to 1,537,500shares of common stock which were issued pursuant to several private placement offerings made by us pursuant to Regulation S promulgated under the Securities Act.

The selling stockholders will sell their shares of our common stock at $0.02 per share until our common stock is quoted on the OTC Bulletin Board, or listed for trading or quotation on any other public market, and thereafter at prevailing market prices or privately negotiated prices. We will not receive any proceeds from the resale of shares of our common stock by the selling stockholder.

DETERMINATION OF OFFERING PRICE

The selling stockholders will sell their shares of our common stock at a price of $0.02 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. The offering price of $0.02 per share has been determined arbitrarily and does not have any relationship to any established criteria of value, such as book value or earning per share. Additionally, because we have no significant operating history and have not generated any material revenue to date, the price of the common stock is not based on past earnings, nor is the price of the common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. 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.

12

USE OF PROCEEDS

The shares of common stock offered by this prospectus are being registered for the account of the selling stockholders named in this prospectus. As a result, all proceeds from the sales of the common stock will go to the selling stockholders and we will not receive any proceeds from the resale of the common stock by the selling stockholders. We will, however, incur all costs associated with this registration statement and prospectus.

DILUTION

The common stock to be sold by the selling stockholders is the 1,537,500shares of common stock that are currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.

DIVIDEND POLICY

We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our common stock, we intend to retain future earnings for use in our operations and the expansion of our business.

SELLING STOCKHOLDERS

The selling stockholders may offer and sell, from time to time, any or all of the common stock issued. Because the selling stockholders may offer all or only some portion of the 1,537,500shares of common stock to be registered, no estimate can be given as to the amount or percentage of these shares of common stock that will be held by the selling stockholders upon termination of the offering.

The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholders as of December 31, 2004, and the number of shares of common stock covered by this prospectus.

Other than the relationships described below, none of the selling stockholders had or have any material relationship with us. None of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer to our knowledge.






Name of Selling
Stockholder and Position, Office or Material
Relationship with Thrifty Printing





Common Shares owned by the Selling Stockholder (2)







Total Shares to be Registered Pursuant to this Offering

Number of Shares Owned
by Selling Stockholder After
Offering and Percent of Total
Issued and Outstanding (1)

# of
Shares

% of
Class

ZHANG LI JIANG

25,000

25,000

Nil

0%

ZHANG XIAO LIN

25,000

25,000

Nil

0%

WU GUO BIN

30,000

30,000

Nil

0%

XU LIN

5,000

5,000

Nil

0%

LIU GUO XIANG

25,000

25,000

Nil

0%

ZHANG QUAN

25,000

25,000

Nil

0%

XUE YING LIANG

25,000

25,000

Nil

0%

13

 






Name of Selling
Stockholder and Position, Office or Material
Relationship with Thrifty Printing





Common Shares owned by the Selling Stockholder (2)







Total Shares to be Registered Pursuant to this Offering

Number of Shares Owned
by Selling Stockholder After
Offering and Percent of Total
Issued and Outstanding (1)

# of
Shares

% of
Class

FANG GUO KUN

25,000

25,000

Nil

0%

JIANG ZI MIN

25,000

25,000

Nil

0%

MA LI XIANG

25,000

25,000

Nil

0%

HUA XIN

25,000

25,000

Nil

0%

MA MING ZHEN

25,000

25,000

Nil

0%

CHEN GANG

25,000

25,000

Nil

0%

YAO HONG

37,500

37,500

Nil

0%

LIU DONG

37,500

37,500

Nil

0%

LIU TING

37,500

37,500

Nil

0%

ZHOU WEN HU

30,000

30,000

Nil

0%

WU ZHANG

30,000

30,000

Nil

0%

WU LAN

30,000

30,000

Nil

0%

LI JING

37,500

37,500

Nil

0%

LI JIANG SHENG

37,500

37,500

Nil

0%

XUE YI JIAN

37,500

37,500

Nil

0%

ZHU JIAN HUA

37,500

37,500

Nil

0%

ZHU LIN

40,000

40,000

Nil

0%

LEL JING

40,000

40,000

Nil

0%

LIU MING

40,000

40,000

Nil

0%

XU GANG

40,000

40,000

Nil

0%

XU PING YI

40,000

40,000

Nil

0%

ZHOU LIN LIN

40,000

40,000

Nil

0%

LI MIN XUE

60,000

60,000

Nil

0%

CHEN HAO ZHI

60,000

60,000

Nil

0%

MIN SHAO DONG

25,000

25,000

Nil

0%

SUO JING

25,000

25,000

Nil

0%

SUO XING FA

25,000

25,000

Nil

0%

ZHANG AN

15,000

15,000

Nil

0%

WU HAI ZHONG

15,000

15,000

Nil

0%

14

 






Name of Selling
Stockholder and Position, Office or Material
Relationship with Thrifty Printing





Common Shares owned by the Selling Stockholder (2)







Total Shares to be Registered Pursuant to this Offering

Number of Shares Owned
by Selling Stockholder After
Offering and Percent of Total
Issued and Outstanding (1)

# of
Shares

% of
Class

WU HAO

15,000

15,000

Nil

0%

HE MIN LIN

5,000

5,000

Nil

0%

WANG LI QUAN

25,000

25,000

Nil

0%

LIU LI XING

25,000

25,000

Nil

0%

CUI YING

25,000

25,000

Nil

0%

CUI JIAN

25,000

25,000

Nil

0%

ZHANG XUE DONG

25,000

25,000

Nil

0%

ZHU ZHI DIAN

25,000

25,000

Nil

0%

ZHU LI XIN

25,000

25,000

Nil

0%

GONG JIA XIN

25,000

25,000

Nil

0%

CAO LI GANG

25,000

25,000

Nil

0%

CAO WEN

25,000

25,000

Nil

0%

YIN ZHI LIN

10,000

10,000

Nil

0%

YIN XUE RONG

10,000

10,000

Nil

0%

FENG GANG

10,000

10,000

Nil

0%

HUANG MIN LIN

10,000

10,000

Nil

0%

HUANG XIN HUA

10,000

10,000

Nil

0%

LIU HUI MIN

5,000

5,000

Nil

0%

LI ZHI HUI

10,000

10,000

Nil

0%

FANG LI ZHU

12,500

12,500

Nil

0%

HOU MIN

12,500

12,500

Nil

0%

WANG JING

25,000

25,000

Nil

0%

HE ZHEN HUA

12,500

12,500

Nil

0%

BIAN MIN ZHEN

12,500

12,500

Nil

0%

Total:

1,537,500

1,537,500

Nil

0%

(1) Assumes all of the shares of common stock offered are sold. Based on 2,000,000 common shares issued and outstanding on December 31, 2004.

(2) Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, are counted as outstanding for computing the

15

percentage of the person holding such options or warrants but are not counted as outstanding for computing the percentage of any other person.

 

We may require the selling security holder to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.

We sold an aggregate of 462,500 shares to Wu Yang and Wu Pei Ru at $0.02 per share in April, 2004, which shares are not being registered under this prospectus.

PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be quoted, in privately negotiated transactions or otherwise. Our common stock is not currently listed on any national exchange or electronic quotation system. To date, no actions have been taken to list our shares on any national exchange or electronic quotation system. Because there is currently no public market for our common stock, the selling stockholders will sell their shares of our common stock at a price of $0.02 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. The shares of common stock may be sold by the selling stockholders by one or more of the following methods, without limitation:

(a) block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;

(b) purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this prospectus;

(c) an exchange distribution in accordance with the rules of the exchange or quotation system;

(d) ordinary brokerage transactions and transactions in which the broker solicits purchasers;

(e) privately negotiated transactions; and

(f) a combination of any aforementioned methods of sale.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

In the event of the transfer by any selling stockholder of his or her shares to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling stockholder who has transferred his or her shares.

In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the selling stockholders or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the 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 the selling stockholders 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 stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholders. 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

16

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 resales, the broker-dealer may pay to or receive from the purchasers of the shares, commissions as described above.

The selling stockholders and any broker-dealers or agents that participate with the selling stockholders 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.

From time to time, the selling stockholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholders intend to comply with the prospectus delivery requirements, under the Securities Act, by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act which may be required in the event any selling stockholder defaults under any customer agreement with brokers.

To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed, disclosing, the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out in this prospectus and other facts material to the transaction. In addition, a post-effective amendment to this Registration Statement will be filed to include any additional or changed material information with respect to the plan of distribution not previously disclosed herein.

We and the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are distribution participants and we, under certain circumstances, may be a distribution participant, under Regulation M.

The anti-manipulation provisions of Regulation M under the Securities Exchange Act of 1934 will apply to purchases and sales of shares of common stock by the selling stockholders, and there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, a selling stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our common stock while they are distributing shares covered by this prospectus. Accordingly, the selling stockholder is not permitted to cover short sales by purchasing shares while the distribution it taking place. We will advise the selling stockholders that if a particular offer of common stock is to be made on terms materially different from the information set forth in this Plan of Distribution, then a post-effective amendment to the accompanying registration statement must be filed with the Securities and Exchange Commission. All of the foregoing may affect the marketability of the common stock.

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholders, the purchasers participating in such transaction, or both.

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is Pacific Stock Transfer (Suite 240, 500 East Warm Springs Road, Las Vegas, Nevada 89119, telephone: 702.361.3303).

17

LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name

Position Held with the
Company

Age

Date First Elected
or Appointed

Wu Yang

President, CEO and Director

25

January 23, 2004

Wu Pei Ru

Chief Operations Officer and Director

43

January 23, 2004

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's business experience, principal occupation during the period, and the name and principal business of the organization by which he was employed.

Wu Yang, President, CEO and Director

Wu,Yang serves as our President, our Chief Executive Officer and as one of our directors. Mr. Wu started an online store selling Chinese CDs in Japan in 2000. In 2001, he setup a moving company serving Chinese students in Tokyo. He received BA from Fudan University, China in 1999, and since 2000 he has been a graduate student of Waseda University in Japan, majoring in Commerce.

Mr. Wu Yang currently spends approximately 20 hours per week providing services to our company, which represents 30% of his working hours.

Wu Pei Ru, Chief Operations Officer and Director

Ms. Wu serves as our Chief Operations Officer and as one of our directors. From 1996 to 2004 Ms. Wu was a manager with Haitong Marketing System Ltd., a private company located in Taizhou, China. From 1983 to 1993 Ms. Wu worked as a researcher at the Taizhou Institute of Automation in Taizhou, China. Ms. Wu received her Master's degree in Business Administration from Suzhou University in China in 1996. Ms. Wu received her Bachelor of Science degree from Jiangsu University of Technology in China in 1983.

Ms. Wu currently spends approximately 20 hours per week providing services to our company, which represents approximately 50% of his working hours.

Committees of the Board

We do not have a separate audit committee at this time. Our entire board of directors acts as our audit committee.

18

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1. 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;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. 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 involvement in any type of business, securities or banking activities; or

4. 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2004, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of
Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percentage
of Class (1)

Wu Yang

12-610 Haoxi Rd, Nantong, Jiangsu, China

212,500

10.6%

Wu Pei Ru

6 Baojianxiang, Gaogang, Taizhou, Jiangsu, China

250,000

12.5%

Directors and Officers
(as a group)

462,500

23.1%

(1) Based on 2,000,000 shares outstanding as of December 31, 2004.

Changes in Control

We are unaware of any contract, or other arrangement or provision of our Articles or by-laws, the operation of which may at a subsequent date result in a change of control of our company.

19

DESCRIPTION OF COMMON STOCK

We are authorized to issue 25,000,000 shares of common stock with a par value of $0.001. As at December 31, 2004 we had 2,000,000 common shares outstanding. Upon liquidation, dissolution or winding up of the corporation, the holders of common stock are entitled to share ratably in all net assets available for distribution to stockholders after payment to creditors. The common stock is not convertible or redeemable and has no preemptive, subscription or conversion rights. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of stockholders. There are no cumulative voting rights.

Each stockholder is entitled to receive the dividends as may be declared by our board of directors out of funds legally available for dividends and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our board of directors is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, future earnings, the operating and financial condition of our company, its capital requirements, general business conditions and other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.

There are no provisions in our articles of incorporation or our bylaws that would delay, defer or prevent a change in control of our company.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

We engaged the firm of Amisano Hanson, Chartered Accountants, in June 2004 to audit our financial statements for the period ended September 30, 2004. There has been no change in the accountants and no disagreements with Amisano Hanson, Chartered Accountants, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope procedure.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

EXPERTS

The financial statements of Thrifty Printing Inc. included in this registration statement have been audited by Amisano Hanson, Chartered Accountants, to the extent and for the period set forth in their report (which contains an explanatory paragraph regarding our company's ability to continue as a going concern) appearing elsewhere in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DISCLOSURE OF SEC POSITION OF
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that no director or officer shall be personally liable to our company or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts or omissions involve: (i) a breach of the director's duty of loyalty to our company and our stock holders, (ii) bad faith, intentional misconduct or a knowing violation of law, (iii) the payment of dividends in violation of the General Corporate Law of Nevada, or (iv) any transaction from which the director derived an improper personal benefit.

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Our Bylaws provide we have the power to indemnify, to the greatest allowable extent permitted under the General Corporate Laws of Nevada, directors or officers of our company for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of our company. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, our company has been advised that the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

DESCRIPTION OF PROPERTY

Our head office is located at 3702 South Virginia Street, #G12-401, Reno, NV 89502-6030. Our business administration and photofinishing operations are conducted at 12 Jiangsu Rd. Shanghai, China with a monthly rent of $250.00. We believe our current premises are adequate for our current operations and we do not anticipate that we will require any additional premises in the foreseeable future.

DESCRIPTION OF BUSINESS

We were incorporated in the State of Nevada on January 23, 2004. We are a development stage company that has not commenced business operations or generated any revenues.

Our Current Business

We are an on-line photofinishing services company that provides primarily digital photography photofinishing through our website.

We are a new print brokerage firm. We established our website as an online photo community for both digital camera and conventional film photographers. Our online photo community will consist of an Internet portal through which users can participate in photography focused chat groups, discussion forums, e-mail and have access to articles relating to photography hints, tips and techniques. Users can also upload, store and manipulate digital images online and create photo websites, albums and slide shows. Our focus will be one of a digital imaging technology provider for a wide variety of businesses including photofinishing retailers, professional and commercial photo processing labs, image content owners and targeted portal services. We intend on creating and managing a digital network environment whose focus is on delivering digital image orders from capture to fulfillment under the control of our originating Network member.

With the establishment and launch of our website, we will try to become an Internet infrastructure company that manages a Network environment that today is focused on delivering digital imaging from order origination to fulfillment through our retail relationships and connectivity to the retail locations.

When a prospective customer visits our web site, they will be able to click on the "shop now" button on the home page. This will take them to our upload page, where they will be directed on how to upload a copy of their digital file to our servers for ordering.

Depending on a customer's connection to the Internet and file size that they are uploading, it will take about 2 to 3 minutes to upload a single 200KB file over a typical phone modem connection. For example, for 10 such images, it may take 30 minutes to complete the upload. If a customers has an ADSL, ISDN or a cable modem connection, their upload time will be much shorter.

Once a customer has uploaded all the digital images they would like to have processed, they will be taken directly into a shopping cart, where they will use the drop down menu beside each photo to select the print size.

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To cancel their order, a customer will proceed to the "contact us" section and send us an e-mail within 24 hrs of placing their order. Due to our automated system, we will not be able to make any changes to orders, and a customer will have to re-order or cancel their current order.

When a customer enters information on the our site, the information will be encrypted using the highest standard available, 128-bit security software to send and receive any credit card information for a customer's order. Encryption is the process of taking the characters a customer enters at their computer keyboard and scrambling them into bits of code before transmission. The bits are securely transmitted over the internet to be deciphered when received by us. To anyone else, the information would be unreadable.

We will accept Mastercard or Visa for payment for shipped orders. We currently plan to charge $1.99 per order anywhere in the US. Once a customer has placed their your order, we may require up to 2 business days to process, print and prepare it for shipping. We use post service to deliver the orders, which will require another 5 business days. Therefore, in total a customer's order may take up to 7 business days for home delivery.

Additional Sources of Revenue

Thrifty Printing intends to be a full service agency that sells digital photo related printing and related services. Products such as all size photos, calendars, greeting cards, albums, mugs, T-shirts, mouse pads, sweat shirts will be manufactured and delivered on a timely and cost effective basis. The added value of Thrifty Printing is our knowledge and expertise. Printing needs are evaluated and assessed; ideas and solutions will be offered for each client to meet their individual needs. Most companies require a number of varied print media in order operate, market, and communicate efficiently on a daily basis.

Marketing

Thrifty Printing has chosen to focus on the digital camera owner market segment as its primary customer base because these customers usually have the lowest switching costs, do not have long-term relationships with other printing companies, and are the most aggressive in searching for low-cost printing services. This is potentially the largest market; however, there is a relatively high churn rate in this segment that will require more extensive marketing efforts to attract new customers. As stated previously, our website will also focus on large businesses. The advantage with this market segment is that each job usually offers a higher margin than compared with the individual segment.

We will strive to develop the most recognized and trusted brand for printing services on the Internet. To expand our customer base and to extend the image of the company, we plan to aggressively promote our website brand through a combination of online and traditional media advertising, public relations and participation in trade shows. We also plan to expand our affiliate and co-branded online website strategies through agreements with a range of destination websites.

We will be promoting our website on the Internet through:

    • Banner Ads; and
    • Providing a small percentage of the sales made through our websites from which a customer makes a purchase.

Internet ads are an obvious choice because that is the nature of our business. Marketing will also be done through printed media such as national newspapers and magazines. Newspaper and magazine ads will be used since our customers include business people who read various publications. Television ads will be used in certain markets, as our website will be targeting large cities with a great number of businesses.

We will also rely on free search engine traffic and listings on website directories for the vast majority of website traffic to our website. The listings on these website directories is free-of-charge.

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Most of the traffic to Thrifty Printing's website will come through the major search engines and listings on website directories. We anticipate that the major search engines will represent the majority of the website's traffic.

Technology

We host our website and email on servers located at London, Britain. These servers are owned and operated by Instaspace. Instaspace provides high performance bandwidth and secure server co-location facilities with a 100% uptime guarantee. We pay a monthly fee of $500.

Pursuant to the terms of our agreement with them, GL Photo Processing Corp. prints the photographs on a Fuji film Frontier 390 Digital Minilab, which is located at our facilities in 115 Pudong Ave., Shanghai, China.

Competition

Internet photography service providers offer different services, some associated with photofinishing, others with archiving and sharing. Some of the common services provided are:

    • Content - the ability to offer uploading through photofinishing or other devices, as well as photo enhancing options. Internet portals can charge for the uploading service or provide it free of charge. Some companies offer the content for online photography community sites, promoting photographic education via articles and photo-magazine subscriptions or via chats and lectures with professional photographers.
    • Sharing/Albums - via the creation of albums and archives, many of the sites offer the ability to view and share photos.
    • Photofinishing - is generated through prints, reprints, enlargements, gift items and sales of photo hardware and supplies.
    • Community - communities offer an interactive location where the user can find a one-stop-shop catering to photography.

The online photo print service market is a relatively new market. The first generation of online photo print services arose with the 1996 introduction of online photo print services by PictureVision, Inc. under the trade name "PhotoNet". Shortly thereafter, in August 1997, Eastman Kodak Inc. ("Kodak") entered the online photo print business with the introduction of the Kodak Picture Network service, which provided conventional film scanning and uploading of digitized pictures to the Internet. In February 1998, Kodak acquired a 51% interest in PictureVision, Inc. Shortly after Kodak acquired a controlling interest in PictureVision, Inc., Sony introduced an online photo print service featuring free uploading of digital images to a Sony image station for online ordering of prints. The other first generation online photo print service provider is Foto Wire Development S.A. of Geneva, Switzerland, which has been providing Internet photo print services designed specifically for digital camera photographers in Europe since 1998. In 1999, Foto Wire Development S.A. entered the U.S. market in partnership with two mail order photography developing labs, Mystic Color Lab in Connecticut and Signature Color in Texas.

The second generation of online photo print services began in November 1999 with the entry into the market by Ofoto, Shutterfly, PhotoAccess and Snapfish. This generation was a business to consumer model focused on the "mail order" concept of delivering digital/digitized photos through the Internet to a wholesaler with delivery back to the consumer through the postal service or by way of courier. This is the market in which we intend to provide our services.

The most notable names in the online photofinishing business, names such as Kodak's Ofoto, Shutterfly and Snapfish, are our direct competitors. These companies have focused on a pure business to consumer model of online photofinishing. In addition, we will be competing with the established "mail order" players such as Mystic Color and District Photo (the world's largest mail order photofinishing operator).

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The photofinishing retailers will also be our customers. Organizations such as Kodak, Fuji, Pixel Magic, Lifepics and Fotowire all work with retailers in terms of providing equipment to scan silver halide images to digital and some provide online storage and web site hosting. We believe that we can co-exist in many retail environments with these other industry players without directly competing with them, as our services are independent of the type of digital imaging hardware the retailer prefers to use. We also believe that we can deliver the network and lab broker system of delivering print orders from outside parties without having to compete on the equipment, hosting and storage business. We are a company offering a solution that creates a secure and open network, which is compatible to the brand of hardware being utilized by the photofinishing retailer.

We believe that one of our advantages is that we are a small enough organization to make speedy and informed decisions. This flexibility means our customers, or the retailer or their customer, does not have to go through large company bureaucracy to get a decision. We believe that the principal factors enabling us to compete include: competitive pricing; strategic market positioning; and the functionality and architecture of our website. The relative importance of each of these factors depends upon the specific customer involved.

Growth Strategy

Our objective is to become the leading online provider of printing and private-brand print services. As part of the ongoing strategy, we plan to:

Create New Services. Capitalize on being one of the first online print shops to target the business market by aggressively introducing new printing services and promotions.

Build brand recognition. Build brand recognition by promoting our website brand through diverse marketing channels, such as online advertising, public relations, and trade-show participation.

Expand relationships. Expand our marketing relationships by aggressively developing new relationships with leading destination websites and media companies. This will accelerate customer acquisition and increase usage of our online print shop.

Build customer base. Build a customer base and stimulate repeat usage by exposing customers to products and services that most closely meet their needs.

Expand services. Expand Printing Solution's specialized print services by creating a range of new online printing services and aggressively marketing these services to current and future customer bases.

Expand private-brand initiatives. Expand Printing Solution's private-brand initiatives by entering into new relationships with a variety of companies to increase distribution and sales channels, and increase the usage of print services.

Leverage and extend technology. Leverage and extend our technology platform by enhancing the functionality of our website and the technology that supports it. This will be done to improve order flow and reporting, expand service offerings, facilitate more complete integration with print vendors, expedite payment processing, and improve the efficiency of the system.

Employees

We do not currently have any employees other than our officers and directors. Any personnel that may be required for the photofinishing procedures will be provided by GL Photo Processing Corp., a private company located in Shanghai, China, pursuant to our agreement with them.

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Intellectual Property

We own the domain name Myphotolab.us.

We are not aware that our services or proprietary rights infringe the proprietary rights of third parties. However, from time to time, we may receive notices from third parties asserting that we have infringed their trademarks, copyrights or other intellectual property rights. In addition, we may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Any such claims could be time-consuming, result in costly litigation, cause service stoppages or lead us to enter into royalty or licensing agreements rather than disputing the merits of such claims. An adverse outcome in litigation or similar proceedings could subject us to significant liabilities to third parties, require expenditure of significant resources to develop non-infringing technology, require disputed rights to be licensed from others, or require us to cease the marketing or use of our website, any of which could have a material adverse effect on our business, operating results and financial condition.

Government Regulations

We are subject to the laws and regulations of those jurisdictions in which we plan to provide our on-line photofinishing services that are generally applicable to operation of business, such as business license requirement, income taxes and payroll taxes. In general our services are not subject to special licensing or other regulatory requirements in those jurisdictions in which we plan to provide our services.

MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this registration statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this registration statement, particularly in the section entitled "Risk Factors" beginning on page 7 of this registration statement.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Plan of Operation

- Create New Services. Capitalize on being one of the first online print shops to target the business market by aggressively introducing new printing services and promotions.

- Build brand recognition. Build brand recognition by promoting the Myphotolab.us brand through diverse marketing channels, such as online advertising, public relations, and trade-show participation.

- Expand relationships. Expand the company's marketing relationships by aggressively developing new relationships with leading destination websites and media companies. This will accelerate customer acquisition and increase usage of our online print shop.

- Build customer base. Build a customer base and stimulate repeat usage by exposing customers to products and services that most closely meet their needs.

- Expand services. Expand Printing Solution's specialized print services by creating a range of new online printing services and aggressively marketing these services to current and future customer bases.

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- Expand private-brand initiatives. Expand Printing Solution's private-brand initiatives by entering into new relationships with a variety of companies to increase distribution and sales channels, and increase the usage of print services.

- Leverage and extend technology. Leverage and extend the company's technology platform by enhancing the functionality of our websites and the technology that supports them. This will be done to improve order flow and reporting, expand service offerings, facilitate more complete integration with print vendors, expedite payment processing, and improve the efficiency of the system.

Cash Requirements

Presently, our revenues are not sufficient to meet our operating and capital expenses. Management projects that we will require additional funding to expand our current operations.

There is some doubt about our ability to continue as a going concern as the continuation of our business is dependent upon the successful development and market acceptance of our website, and finally, maintaining a break even or profitable level of operations.

We have incurred operating losses since inception. As at December 30, 2004 we had cash-on-hand of $25,000. Management projects that we may require an additional $25,000 to $50,000 to fund our ongoing operating expenditures, working capital requirements for the twelve month period ending September 30, 2005, broken down as follows:

Estimated Funding Required During the Twelve Month Period Ending September 30, 2005

Operating expenditures

 

Marketing

$5,000 - $7,500

General and Administrative

$6,000 - $9,000

Website and Development costs

$5,000 - $7,500

Working capital

$9,000 - $12,000

Total

$25,000 - $36,000

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the financial statements for the period ended September 30, 2004, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing, successful and sufficient market acceptance of our website, the continuing successful development of our website, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements, which we anticipate will consist of further private placements of an equity securities, shareholder loans or advances from related parties. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain any additional

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financing required on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

Future Operations

Our primary objectives in the twelve-month period ending September 30, 2005 include further marketing, development and expansion of our website and an increase in photofinishing sales. Management believes that the keys to our success includes an increased awareness in the marketplace of our services and our competitive prices for photofinishing.

Research and Development

We spent $5,000 to design and implement our website. We expect to spend a further $2,500 to $5,000 developing the website between now and September 30, 2005 to expand the website and its exposure on the internet.

Other Expenses

We also incurred expenses unrelated to the website operations including legal expenses relating to the preparation of this registration statement. We expect to incur a total of $25,000 in legal expenses related to the preparation and filing of this registration statement. After the effectiveness of this registration statement, we expect our ongoing legal expenses to be significantly reduced, averaging less than $500 per month.

In management's opinion, we need to achieve the following events or milestones in the next twelve months in order for us to become a going concern:

- we must complete development and marketing of our website.

- we must continue to increase online promotional efforts to sell our services, encouraging potential customers to download their photographs for photofinishing by us. We intend to continue to employ cost effective methods to promote our website such as free-of-charge listings on website directories.

Purchase or Sale of Equipment

We do not anticipate that we will expend any significant amount on equipment for our present or future operations. We may purchase computer hardware and software for our ongoing operations.

Personnel

Currently, our only employees are our officers and directors. We do not have plans to increase our number of employees through the twelve months ending September 30, 2005.

If our sales and marketing program is successful in promoting our services, we may be required to hire new personnel to improve, implement and administer our operational, management, financial and accounting systems.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2003, the United States Securities and Exchange Commission issued Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB 104), which supercedes SAB 101, "Revenue Recognition in Financial Statements." The primary purpose of SAB 104 is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was superceded as a result of the issuance of EITF 00-21, "Accounting for Revenue Arrangement with Multiple Deliverables." While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. The adoption of SAB 104 did not have a material impact on our financial statements.

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APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

Going Concern

The audited financial statements included with this prospectus have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

In order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of the financial statements.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as listed below, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

On April 23, 2004, we issued 212,500 shares of our common stock at $0.02 per share to Wu Yang, our president, and director, in a private placement transaction.

On April 23, 2004, we issued 250,000 shares of our common stock at $0.02 per share to Wu Pei Ru, our Chief Operations Officer and director, in a private placement transaction.

Given that we are a start-up, development stage company, we believe that the terms of the foregoing transactions, and the funds provided thereby, was the only manner by which we could generate the funds required to implement the initial stages of our business plan.

The promoters of our company are our president, and one of our directors, Wu Yang; and our chief operations officer and director, Wu Pei Ru.

None of our directors and officers have received compensation for their time, effort and attention that they give to the affairs of our company.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is currently no trading market for our common stock. We do not have any common stock subject to outstanding options or warrants and there are no securities outstanding that are convertible into our common stock. None of our issued and outstanding common stock is eligible for sale pursuant to Rule 144 under the Securities Act of 1933. Rule 144, as currently in effect, allows a person who has beneficially owned shares of a company's common stock for at least one year to sell within any three month period a number of shares that does not exceed the greater of:

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(1) 1% of the number of shares of the subject company's common stock then outstanding which, in our case, will equal approximately 20,000 shares as of the date of this prospectus; or

(2) the average weekly trading volume of the subject company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the subject company.

Under Rule 144(k), a person who is not one of the subject company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold 462,500 of the shares that may be sold pursuant to Rule 144 after April 23, 2005. Accordingly, Rule 144 applies to the 462,500 shares except for subparagraph (k) of Rule 144 which does not apply to affiliate shares. All shares owned by affiliates will continue to be subject to the resale limitations imposed by Rule 144 for so long as the shareholder remains an affiliate of our company. Three months after such persons cease to be affiliates of our company, sales may be made after the two year period from the issue date without 144 limitations under Rule 144(k).

We are registering 1,537,500shares of our common stock under the Securities Act of 1933 for sale by the selling securities holders named in this prospectus. The affiliates of our company, our directors and officers, collectively own 462,500 shares. There are currently 62 holders of record of our common stock.

We have not declared any dividends on our common stock since the inception of our company. There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock. However, we do not anticipate declaring and paying dividends to our shareholders in the near future.

Shares of our common stock are subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in "penny stocks". "Penny stock" is defined to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If we establish a trading market for our common stock, our common stock will most likely be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.

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EXECUTIVE COMPENSATION

No executive officer of our company received an annual salary and bonus that exceeded $100,000 during the period from inception (January 23, 2004) to September 30, 2004. The following table shows the compensation received by our president for the period from inception (January 23, 2004) to September 30, 2004.

SUMMARY COMPENSATION TABLE

   

Annual Compensation

Long Term Compensation (1)

 
         

Awards

Payouts

 

Name and Principal
Position

Year

Salary

Bonus

Other
Annual
Compen-
sation (1)

Securities
Underlying
Options/
SARs
Granted

Restricted
Shares or
Restricted
Share
Units

LTIP
Payouts

All Other
Compen-
sation

Wu Yang
President, CEO
and Director

2004

Nil

Nil

Nil

Nil

Nil

Nil

Nil

(1) The value of perquisites and other personal benefits, securities and property for the executive officers that do not exceed the lesser of $50,000 or 10% of the total of the annual salary and bonus is not reported herein.

Stock Options and Stock Appreciation Rights

From the date of inception (January 23, 2004) to September 30, 2004, we did not grant any stock options or stock appreciation rights to any of our directors or officers.

Compensation Of Directors

We reimburse our directors for expenses incurred in connection with attending board meetings. We did not pay any other director's fees or other cash compensation for services rendered as a director for the period ended September 30, 2004.

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

Employment Contracts and Termination of Employment and Change in Control Arrangements

Other than as set out below, we have not entered into any employment agreement or consulting agreement with our directors and executive officers.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

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We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements. We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

You may also read and copy any materials we file with the Securities and Exchange Commission at the SEC's public reference room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. You may review a copy of the registration statement at the SEC's public reference room. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our filings and the registration statement can also be reviewed by accessing the SEC's website at http://www.sec.gov.

No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by Thrifty Printing Inc. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

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FINANCIAL STATEMENTS

Our financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles of the United States of America.

The following financial statements pertaining to Thrifty Printing Inc. are filed as part of this registration statement:

- Audited financial statements for the period from January 23, 2004 (Date of Inception) to September 30, 2004




32

 

 

 

 

 

 

 

THRIFTY PRINTING INC.

(A Development Stage Company)

REPORT AND FINANCIAL STATEMENTS

September 30, 2004

( Stated in US Dollars )

 

 

 

33

 

 

 

 

TERRY AMISANO LTD.

A MISANO H ANSON

K EVIN H ANSON, C.A.

C HARTERED A CCOUNTANTS

 

 

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,

Thrifty Printing Inc.

(A Development Stage Company)

We have audited the accompanying balance sheet of Thrifty Printing Inc. (A Development Stage Company) as of September 30, 2004 and the related statements of operations, stockholders' equity and cash flows for the period January 23, 2004 (Date of Incorporation) to September 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of Thrifty Printing Inc. as of September 30, 2004 and the results of its operations and its cash flows for the period January 23, 2004 (Date of Incorporation) to September 30, 2004, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not yet achieved profitable operations and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

Vancouver, Canada

/s/ Amisano Hanson

December 7, 2004

C hartered A ccountants

 

 

750 West Pender Street, Suite 604

Telephone:  604-689-0188

Vancouver Canada

Facsimile:  604-689-9773

V6C 2T7

E-MAIL:  amishan@telus.net

 

34

THRIFTY PRINTING INC.

(A Development Stage Company)

BALANCE SHEET

September 30, 2004

( Stated in US Dollars )

 

ASSETS

     

Current

   

Cash

 

$         28,110

     

LIABILITIES

     

Current

   

Accounts payable and accrued liabilities

 

$          2,505

     

STOCKHOLDERS' EQUITY

     

Capital stock

   

Authorized:

   

25,000,000common shares, par value $0.001 per share

   

Issued and outstanding:

   

2,000,000common shares

 

2,000

Additional paid-in capital

 

38,000

Deficit

 

           (14,395 )

     
   

              25,605

     
   

$            28,110

     

Nature and Continuance of Operations - Note 1

SEE ACCOMPANYING NOTES

 

 

35

THRIFTY PRINTING INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS

for the period from January 23, 2004 (Date of Incorporation) to September 30, 2004

( Stated in US Dollars )

 

Expenses

   

Accounting and audit fees

 

$           2,000

Legal fees

 

3,730

Registration and filing fees

 

736

Website design and maintenance

 

           8,000

     

Loss before other item

 

(14,466)

Gain on foreign exchange

 

                71

     

Net loss for the period

 

$     (14,395 )

     

Basic and diluted loss per share

 

$         (0.01 )

     

Weighted average number of shares outstanding

 

     1,274,900

     

 

SEE ACCOMPANYING NOTES

 

36

THRIFTY PRINTING INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

for the period from January 23, 2004 (Date of Incorporation) to September 30, 2004

( Stated in US Dollars )

 

     

Deficit

 
     

Accumulated

 
   

Additional

During the

 

Common Stock

Paid-in

Development

 

Shares

Amount

Capital

Stage

Total

Capital stock issued for cash

         

                   - at $0.02

2,000,000

$           2,000

$       38,000

$                 -

$         40,000

Net loss for the period

               -

                    -

                  -

     (14,395 )

       (14,395 )

           

Balance, September 30, 2004

2,000,000

$           2,000

$       38,000

$    (14,395 )

$        25,605

 

SEE ACCOMPANYING NOTES

 

 

37

 

 

THRIFTY PRINTING INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

for the period from January 23, 2004 (Date of Incorporation) to September 30, 2004

( Stated in US Dollars )

 

Cash flows used in Operating Activities

   

Net loss for the period

 

$       (14,395)

Adjustments to reconcile net loss to net cash used

 by operating activities

   

Accounts payable and accrued liabilities

 

            2,505

     

Net cash used in operating activities

 

       (11,890 )

     

Cash flows from Financing Activity

   

Issuance of common shares

 

         40,000

     

Increase in cash during the period

 

28,110

     

Cash, beginning of period

 

                  -

     

Cash, end of period

 

$         28,110

     

Supplemental disclosure of cash flow information:

   

Cash paid for:

   

Interest

 

$                  -

     

Income taxes

 

$                  -

     

SEE ACCOMPANYING NOTES

38

 

THRIFTY PRINTING INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2004

( Stated in US Dollars )

 

Note 1 Nature and Continuance of Operations

The Company was incorporated in the State of Nevada, United States of America on January 23, 2004.

The Company is in the development stage. Since its formation, the Company has not yet realized any revenues from its planned operations. The Company operates an internet website to provide digital photography photofinishing services.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2004, the Company has not yet achieved profitable operations and has accumulated losses totalling $14,395 since inception which raises substantial doubt that the Company will be able to continue as a going concern. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations. Management has plans to seek additional capital through a public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amount of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Note 2 Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. Actual results may vary from these estimates.

The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

a) Development Stage Company

The Company is a development stage company as defined in the Statement of Financial Accounting Standards ("SFAS") No. 7. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

39

Thrifty Printing Inc.

(A Development Stage Company)

Notes to the Financial Statements

September 30, 2004

( Stated in US Dollars ) - Page 41

 

Note 2 Significant Accounting Policies - (cont'd)

b) Financial Instruments

The carrying value of the Company's financial instruments, consisting of cash and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements.

c) Foreign Currency Translation

The Company's functional currency is the Canadian dollar as substantially all of the Company's operations are in Canada. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with SFAS No. 52.

Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year-end date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the year. Translation adjustments from the use of different exchange rates from year to year are included in the Comprehensive Income account in Stockholders' Equity, if applicable.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the Statement of Operations.

d) Income Taxes

The Company has adopted SFAS No. 109 - "Accounting for Income Taxes". SFAS No. 109, requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

 

40

 

 

Thrifty Printing Inc.

(A Development Stage Company)

Notes to the Financial Statements

September 30, 2004

( Stated in US Dollars ) - Page 3

 

Note 2 Significant Accounting Policies - (cont'd)

e) Basic and Diluted Loss Per Share

In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At September 30, 2004, the Company had no stock equivalents that were anti-dilutive and excluded in the loss per share computation.

f) Website Costs

The Company recognizes the costs incurred in the development of the Company's website in accordance with EITF 00-2 "Accounting for Website Development Costs" and, with the provisions of AICPA Statement of Position No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use". Accordingly, direct costs incurred during the application stage of development are capitalized and amortized over the estimated useful life. Fees incurred for web site hosting are expensed over the period of the benefit. Costs of operating a web site are expensed as incurred.

g) New Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.

Note 3 Related Party Transactions

During the period ended September 30, 2004, the Company issued 462,500 shares of common stock at $0.02 for $9,250 to directors of the Company.

Note 4 Deferred Tax Assets

The following table summarizes the significant components of the Company's deferred tax assets:

   

Total

Deferred Tax Assets

   

Non-capital loss carryforward

 

$       2,159

Valuation allowance for deferred tax asset

 

     (2,159 )

     
   

$              -

41

 

 

Thrifty Printing Inc.

(A Development Stage Company)

Notes to the Financial Statements

September 30, 2004

( Stated in US Dollars ) - Page 4

 

Note 4 Deferred Tax Assets - (cont'd)

The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards that is likely to be realized from future operations. The Company has chosen to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.

Note 5 Corporation Income Tax Losses

At September 30, 2004, the Company has accumulated non-capital losses totalling $14,395, which are available to reduce taxable income in future taxation years. These losses expire beginning in 2024. The potential benefit of these losses, if any, has not been recorded in the financial statements.

Note 6 Commitment

The Company has filed a Form SB-2 registration statement to qualify 1,537,500 common shares which may be resold by stockholders.

 

42


PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24 INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada corporation law provides that:

- a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful;

- a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and

- to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.

We may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

- by our stockholders;

- by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

- if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;

- if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or

- by court order.

43

Our Articles of Incorporation provide that no director or officer shall be personally liable to our company or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts or omissions involve: (i) a breach of the director's duty of loyalty to our company and our stock holders, (ii) bad faith, intentional misconduct or a knowing violation of law, (iii) the payment of dividends in violation of the General Corporate Law of Nevada, or (iv) any transaction from which the director derived an improper personal benefit.

Our Bylaws provide we have the power to indemnify, to the greatest allowable extent permitted under the General Corporate Laws of Nevada, directors or officers of our company for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of our company. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, we have been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than payment by us for expenses incurred or paid by a director, officer or controlling person of our company in successful defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, we 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 in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Item 25 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. No expenses shall be borne by the selling stockholder. All of the amounts shown are estimates, except for the SEC Registration Fees.

SEC registration fees

$3.90

Printing and engraving expenses

$1,000.00 (1)

Accounting fees and expenses

$5,000.00 (1)

Legal fees and expenses

$25,000.00 (1)

Transfer agent and registrar fees

$1,000.00 (1)

Fees and expenses for qualification under state securities laws

$0.00

Miscellaneous

$1,000.00 (1)

Total

$33,003.90

(1) We have estimated these amounts

Item 26 RECENT SALES OF UNREGISTERED SECURITIES

On April 23, 2004, we issued 2,000,000 common shares to the following 62 subscribers at an offering price of $0.02 per share for gross offering proceeds of $40,000 in an offshore transaction relying on Rule 903 of Regulation S of the Securities Act of 1933. None of the subscribers were U.S. persons at that term is defined in Regulation S. No directed selling efforts were made in the United States by Thrifty Printing, any distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing. We are subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented the offering restrictions required by Category 3 of Rule 903 of Regulation S by including a legend on all offering materials and documents which stated that the shares have

44

 

not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to US persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available. The offering materials and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933.

Name of Stockholder

Number of Common
Shares Subscribed

WU YANG
President, CEO and
Director

212,500

WU PEI RU
Chief Operating Officer and Director

250,000

WANG JING

25,000

ZHANG LI JIANG

25,000

ZHANG XIAO LIN

25,000

WU GUO BIN

30,000

XU LIN

5,000

LIU GUO XIANG

25,000

ZHANG QUAN

25,000

XUE YING LIANG

25,000

FANG GUO KUN

25,000

JIANG ZI MIN

25,000

MA LI XIANG

25,000

HUA XIN

25,000

MA MING ZHEN

25,000

CHEN GANG

25,000

YAO HONG

37,500

LIU DONG

37,500

LIU TING

37,500

ZHOU WEN HU

30,000

WU ZHANG

30,000

WU LAN

30,000

LI JING

37,500

LI JIANG SHENG

37,500

XUE YI JIAN

37,500

ZHU JIAN HUA

37,500

45

 

Name of Stockholder

Number of Common
Shares Subscribed

ZHU LIN

40,000

LEL JING

40,000

LIU MING

40,000

XU GANG

40,000

XU PING YI

40,000

ZHOU LIN LIN

40,000

LI MIN XUE

60,000

CHEN HAO ZHI

60,000

MIN SHAO DONG

25,000

SUO JING

25,000

SUO XING FA

25,000

ZHANG AN

15,000

WU HAI ZHONG

15,000

WU HAO

15,000

HE MIN LIN

5,000

WANG LI QUAN

25,000

LIU LI XING

25,000

CUI YING

25,000

CUI JIAN

25,000

ZHANG XUE DONG

25,000

ZHU ZHI DIAN

25,000

ZHU LI XIN

25,000

GONG JIA XIN

25,000

CAO LI GANG

25,000

CAO WEN

25,000

YIN ZHI LIN

10,000

YIN XUE RONG

10,000

FENG GANG

10,000

HUANG MIN LIN

10,000

HUANG XIN HUA

10,000

LIU HUI MIN

5,000

LI ZHI HUI

10,000

FANG LI ZHU

12,500

46

 

 

Name of Stockholder

Number of Common
Shares Subscribed

HOU MIN

12,500

HE ZHEN HUA

12,500

BIAN MIN ZHEN

12,500

Total:

Item 27 EXHIBITS

The following Exhibits are filed with this Prospectus:

Exhibit
Number

Description

3.1

Articles of Incorporation

3.2

Bylaws

4.1

Specimen ordinary share certificate

5.1

Opinion of Fraser and Company regarding the legality of the securities being registered.

10.1

Form of Subscription Agreement between Thrifty Printing Inc. and each of the following persons:

 

Name

Amount of Common Shares Purchased

 

WU YANG

212,500

 

WU PEI RU

250,000

 

WANG JING

25,000

 

ZHANG LI JIANG

25,000

 

ZHANG XIAO LIN

25,000

 

WU GUO BIN

30,000

 

XU LIN

5,000

 

LIU GUO XIANG

25,000

 

ZHANG QUAN

25,000

 

XUE YING LIANG

25,000

 

FANG GUO KUN

25,000

 

JIANG ZI MIN

25,000

 

MA LI XIANG

25,000

 

HUA XIN

25,000

 

MA MING ZHEN

25,000

 

CHEN GANG

25,000

 

YAO HONG

37,500

47

 

 

LIU DONG

37,500

 

LIU TING

37,500

 

ZHOU WEN HU

30,000

 

WU ZHANG

30,000

 

WU LAN

30,000

 

LI JING

37,500

 

LI JIANG SHENG

37,500

 

XUE YI JIAN

37,500

 

ZHU JIAN HUA

37,500

 

ZHU LIN

40,000

 

LEL JING

40,000

 

LIU MING

40,000

 

XU GANG

40,000

 

XU PING YI

40,000

 

ZHOU LIN LIN

40,000

 

LI MIN XUE

60,000

 

CHEN HAO ZHI

60,000

 

MIN SHAO DONG

25,000

 

SUO JING

25,000

 

SUO XING FA

25,000

 

ZHANG AN

15,000

 

WU HAI ZHONG

15,000

 

WU HAO

15,000

 

HE MIN LIN

5,000

 

WANG LI QUAN

25,000

 

LIU LI XING

25,000

 

CUI YING

25,000

 

CUI JIAN

25,000

 

ZHANG XUE DONG

25,000

 

ZHU ZHI DIAN

25,000

 

ZHU LI XIN

25,000

 

GONG JIA XIN

25,000

 

CAO LI GANG

25,000

 

CAO WEN

25,000

 

YIN ZHI LIN

10,000

 

YIN XUE RONG

10,000

48

 

 

FENG GANG

10,000

 

HUANG MIN LIN

10,000

 

HUANG XIN HUA

10,000

 

LIU HUI MIN

5,000

 

LI ZHI HUI

10,000

 

FANG LI ZHU

12,500

 

HOU MIN

12,500

 

HE ZHEN HUA

12,500

 

BIAN MIN ZHEN

12,500

10.2

Agreement between Thrifty Printing Inc. and GL Photo Processing Corp. dated July 12, 2004.

23.1

Consent of Amisano Hanson

 

Item 28 UNDERTAKINGS

The undersigned company hereby undertakes that it will:

(1) file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(a) include any prospectus required by Section 10(a)(3) of the Securities Act;

(b) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information 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 a 20% change in the aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(c) 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) for the purpose of determining any liability under the Securities Act, each of the post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) 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.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company pursuant to the foregoing provisions, or otherwise, our company has been advised that in the opinion of the Commission that type of indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against said liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by the director, officer or controlling person in connection with the securities being registered, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate

49

 

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 the issue.

 

 

50

SIGNATURES

In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, British Columbia, Canada, on January 12, 2005.

THRIFTY PRINTING INC.

/s/ Wu Yang
By: Wu Yang, President, CEO and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Dated: January 12, 2005

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Wu Yang as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signatures

/s/ Wu Yang
By: Wu Yang, President, CEO and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Dated: January 12, 2005

/s/ Wu Pei Ru
By: Wu Pei Ru, Chief Operating Officer and Director
Dated: January 12, 2005

 

 

51

Exhibit 3.1

Exhibit 3.2

Exhibit 4.1

F r a s e r a n d C o m p a n y

B arristers and S olicitors

Exhibit 5.1

January 12, 2005

Thrifty Printing Inc.

3702 South Virginia Street

#G12-401

Reno, Nevada 89502

Dear Sirs,

Re:  Registration Statement on Form SB-2

We have acted as counsel to Thrifty Printing Inc., a Nevada corporation (the "Company"), in connection with the filing of a Registration Statement on Form SB-2 (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 1,537,500 shares of common stock of the Company, par value $0.001 per share (the "Shares") for resale by the selling shareholders listed in the Registration Statements.

We have examined the originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. As a result of our review, subject to the assumptions stated above and relying on the statements of fact contained in the documents we have examined, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

This opinion letter is limited to the current federal laws of the United States and, to the limited extent set forth above, the Nevada Act, the Constitution of the State of Nevada, and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date of the effectiveness of the Registration Statement by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Yours truly,

FRASER and COMPANY

/s/ Fraser and Company

 

 

Suite 1200-999 West Hastings Street, Vancouver, B.C. V6C 2W2
Tel: (604) 669-5244 Fax: (604) 669-5791 E-mail: wan@fraserlaw.com

Exhibit 10.1

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

SUBSCRIPTION AGREEMENT

TO:

THRIFTY PRINTING, INC. (the "Company")
3702 South Virginia Street #G12-401
Reno, Nevada 89502-6030
USA

1. Subscription for Shares

1.1 The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase _________ common shares in the capital of the Company (the "Shares") at a price of US$_________ per Share (such subscription and agreement to purchase being the "Subscription"), for the total purchase price of US$________ (the "Subscription Proceeds"), which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein.

1.2 The Company hereby irrevocably agrees to sell, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, to the Subscriber the Shares.

1.3 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company.

2. Payment

2.1 The Subscription Proceeds must accompany this Subscription and shall be paid by cash, cheque or bank draft drawn on a major Canadian or U.S. chartered bank made payable to the Company and delivered to the Company or its lawyers or may be wired directly to either one of them. If the Subscription proceeds are delivered to the Company's lawyers, the Subscriber authorizes the Company's lawyers to deliver the Subscription Proceeds to the Company on the Closing Date.

2.2 The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held by the Company's lawyers on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason within 30 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.

2.3 Where the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free loan to the Company until such time as the Subscription is accepted and the certificates representing the Shares have been issued to the Subscriber.

3. Documents Required from Subscriber

3.1 The Subscriber must complete, sign and return to the Company two (2) executed copies of this Subscription Agreement.

3.2 The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, stock exchanges and applicable law.

4. Closing

4.1 Closing of the offering of the Shares (the "Closing") shall occur on or before ___________, 2004, or on such other date as may be determined by the Company (the "Closing Date").

5. Acknowledgements of Subscriber

5.1 The Subscriber acknowledges and agrees that:

      1. none of the Shares have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state and provincial securities laws;
      2. the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or to qualify any of the Shares under any state or provincial securities laws;
      3. the Subscriber has received and carefully read this Subscription Agreement;
      4. the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
      5. by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;
      6. the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
      7. the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
      8. the Subscriber has been advised to consult his own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions and he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
      9. there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
      10. the Company is a "private issuer" as that term is defined in the Securities Act (British Columbia), and as such, the securities of the Company are subject to restrictions on transfer. Accordingly, the Shares cannot be transferred without the prior consent of the Company's directors expressed by resolution of the Board, at the sole discretion of the directors;
      11. the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;
      12. neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
      13. no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
      14. there is no government or other insurance covering any of the Shares;
      15. the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
      16. the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
      17. this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
      18. 6. Representations, Warranties and Covenants of the Subscriber

        6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:

      19. he is not a U.S. Person;
      20. he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
      21. he is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement and the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
      22. he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
      23. he is outside the United States when receiving and executing this Subscription Agreement;
      24. he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
      25. he has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of his legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
      26. he (i) has adequate net worth and means of providing for his current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;
      27. he (i) is able to fend for himself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
      28. he understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he shall promptly notify the Company;
      29. he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
      30. he is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
      31. he understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
      32. he understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
      33. he understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act;
      34. he understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
      35. if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
      36. he acknowledges that he has not acquired the Shares as a result of, and will not himself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
      37. the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
      38. no person has made to the Subscriber any written or oral representations:
        1. that any person will resell or repurchase any of the Shares;
        2. that any person will refund the purchase price of any of the Shares;
        3. as to the future price or value of any of the Shares; or
        4. that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.

6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.

7. Representations and Warranties will be Relied Upon by the Company

7.1 The Subscriber acknowledges that the representations and warranties contained herein are made by him with the intention that such representations and warranties may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility to purchase the Shares under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf he is contracting hereunder to purchase the Shares under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Shares on the Closing Date, he will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.

8. Resale Restrictions

8.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

9. Acknowledgement and Waiver

9.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the basis of publicly available information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

10. Legending and Registration of Subject Shares

10.1 The Subscriber hereby acknowledges that a legend may be placed on the certificates representing any of the Shares to the effect that the Shares represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation.

10.2 The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.

11. Costs

11.1 The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.

12. Governing Law

12.1 This Subscription Agreement is governed by the laws of the State of Nevada. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the jurisdiction of the State of Nevada.

13. Survival

13.1 This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto.

14. Assignment

14.1 This Subscription Agreement is not transferable or assignable.

15. Execution

15.1 The Company shall be entitled to rely on delivery by facsimile machine of an executed copy of this Subscription Agreement and acceptance by the Company of such facsimile copy shall be equally effective to create a valid and binding agreement between the Subscriber and the Company in accordance with the terms hereof.

16. Severability

16.1 The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.

17. Entire Agreement

17.1 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

18. Notices

18.1 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on page 8 and notices to the Company shall be directed to it at ________________________, City of ____________, State of ______________, ________________ , Attention: The President.

19. Counterparts

19.1 This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date first above mentioned.

DELIVERY INSTRUCTIONS

  1. Delivery - please deliver the certificates to:
  2. Registration - registration of the certificates which are to be delivered at closing should be made as follows:
  3. (name)

    (address)

  4. The undersigned hereby acknowledges that it will deliver to the Company all such additional completed forms in respect of the Subscriber's purchase of the Shares as may be required for filing with the appropriate securities commissions and regulatory authorities.

____________________________________

(Name of Subscriber - Please type or print)

(Signature and, if applicable, Office)

____________________________________

(Address of Subscriber)

____________________________________

(City, State or Province, Postal Code of Subscriber)

____________________________________

(Country of Subscriber)

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by THRIFTY PRINTING, INC.

DATED at ___________________________________________, the _________ day of ______________, 2004.

THRIFTY PRINTING, INC.


Per:
Authorized Signatory

Exhibit 10.2

T erry A misano L td.

A misano H anson

K evin H anson, CA, CPA (Nevada)

C hartered A ccountants

   

 

 

 

 

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the use in this Registration Statement of Thrifty Printing Inc. on Form SB-2 of our Auditors' Report dated December 7, 2004 relating to the balance sheet of Thrifty Printing Inc., as at September 30, 2004, and the related statements of operations, stockholders' equity and cash flows for the period from January 23, 2004 (Date of Incorporation) to September 30, 2004.

 

 

 

 

 

Vancouver, Canada

/s/ Amisano Hanson

January 10, 2005

C hartered A ccountants

   

 

 

 

 

 

750 West Pender Street, Suite 604

Telephone:  604-689-0188

Vancouver Canada

Facsimile:  604-689-9773

V6C 2T7

E-MAIL:  amishan@telus.net