UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CDOOR CORP.
(Name Of Registrant As Specified In Its Charter)
Delaware 1081 20-1945139
-------------------------------- ---------------- ----------------
(State or other jurisdiction of (Primary Standard (I.R.S. Employee
incorporation or organization) Industrial Identification No.)
Classification Code)
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20A Rehov Sharei Torah
Bayit Vegan, Jerusalem 96387
011972-2-6432875
(Address and telephone number of principal executive offices and
principal place of business)
Lavi Krasney, Principal Executive Officer
CDOOR CORP.
20A Rehov Sharei Torah
Bayit Vegan, Jerusalem 96387
Copies to:
Michael S. Krome, Esq.
8 Teak Court
Lake Grove, New York 11755
(631) 737-8381
(631) 737-8382 (Fax)
Approximate date of proposed sale of the securities to the public: FROM
TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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 of the effective registration statement for the offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Security(1) Price Fee(3)
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Shares of common stock,
$.001 par value (2) 1,000,000 $ .10 $100,000 $ 11.77
Total 1,000,000 $ .10 $100,000 $ 11.77
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(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) and (o) to the Securities Act of 1933. The selling stockholders will sell at a price $.10 per share, provided that in the event that our shares become quoted on the OTC Bulletin Board or some other securities market, selling stockholders may sell their shares at then-prevailing prices or in privately negotiated transactions.
(2) Consists solely of 1,000,000 shares of common stock being registered for sale in a direct public offering by Cdoor Corp. (the "Company").
(3) The registration fee was previously paid via electronic transfer.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PROSPECTUS Subject To Completion, Dated September__, 2005
The information in this prospectus is not complete and may be changed.
CDOOR CORP.
1,000,000 SHARES OF COMMON STOCK
The information in this prospectus is not complete and may be amended. We may not sell these securities until the 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.
We are offering for sale a maximum of 1,000,000 shares of our common stock in a self-underwritten offering directly to the public at a price of $.10 per share. There is no minimum amount of shares that we must sell in our direct offering, and therefore no minimum amount of proceeds will be raised. No arrangements have been made to place funds into escrow or any similar account. Upon receipt, offering proceeds will be deposited into our operating account and used to conduct our business and operations. We are offering the shares without any underwriting discounts or commissions. The purchase price is $.10 per share. If all 1,000,000 shares are not sold within 180 days from the date hereof,(which may be extended an additional 90 days in our sole discretion), the offering for the balance of the shares will terminate and no further shares will be sold. If all of the shares offered by us are purchased, the gross proceeds to us will be $100,000. This is our initial public offering and no public market currently exists for shares of our common stock.
We intend for our common stock to be sold by Asher Zwebner, one of our officers and directors. He will not be paid any commissions for such sales.
We will pay all expenses incurred in this offering. The offering will terminate 180 days after this registration statement is declared effective by the Securities and Exchange Commission. However, we may extend the offering for up to 90 days following the 180 day offering period.
Our common stock is presently not traded on any public market or securities exchange, and we have not applied for listing or quotation on any public market.
INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 8.
The Securities and Exchange Commission and state securities regulators have not 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. This prospectus is included in the registration statement that was filed by UCS Financial Inc., with the Securities and Exchange Commission. The Selling Stockholders may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and 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 September______, 2005
PROSPECTUS SUMMARY
The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements.
Our Company
We are a development stage company and currently own one patent (Patent No. 5,074,073) for a "Car Door Safety Feature Device". The patent is a safety feature related to the development of an injury-preventing system for doors of automobiles comprising a radiation emitter for emitting electromagnetic radiation, detectors for detecting the electromagnetic radiation thus preventing car doors from closing on a persons' hand, finger or leg. The Company's principal business plan is to develop a prototype of the patent and then manufacture and market the product and / or seek third party entities interested in licensing the rights to manufacture and market the safety system.
We were incorporated in Delaware on November 18, 2004. Our principal offices are located at 20A Rehov Sharei Torah, Bayit Vegan, Jerusalem 96387. Our telephone number is 011972-2-6432875. Our registered office in Delaware is located at 113 Barksdale Professional Center, Newark, DE 19711 and our registered agent is Delaware Intercorp. All references to "we," "us," "our," or similar terms used in this prospectus refer to Cdoor Corporation.
Our auditors have issued an audit opinion which includes a statement describing our going concern status. Our financial status creates substantial doubt whether we will continue as a going concern.
OUR DIRECT PUBLIC OFFERING
We are offering for sale up to a maximum of 1,000,000 shares of our common stock directly to the public. There is no underwriter involved in this offering. We are offering the shares without any underwriting discounts or commissions. The purchase price is $.10 per share. If all of the shares offered by us are purchased, the proceeds before deducting expenses of the offering will be up to $100,000.
This is our initial public offering and no public market currently exists for shares of our common stock. We can offer no assurance that an active trading market will ever develop for our common stock.
The offering will terminate six months after this registration statement is declared effective by the Securities and Exchange Commission. However, we may extend the offering for up to 90 days following the six month offering period.
Total shares of common
stock outstanding prior
to the offering 2,000,000 shares
Shares of common stock
being offered by us 1,000,000 shares
Total shares of common
stock outstanding
after the offering 3,000,000 shares
Gross proceeds: Gross proceeds from the sale of up to
1,000,000 shares of our common
stock will be $100,000. Use of proceeds
from the sale of our shares will be used as
general operating capital to allow us to develop
a prototype device.
Risk Factors There are substantial risk factors involved
in investing in our company. For a
discussion of certain factors you should
consider before buying shares of our
common stock, see the section entitled
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"Risk Factors".
This is a self-underwritten public offering, with no minimum purchase requirement. Shares will be offered on a best effort basis and we do not intend to use an underwriter for this offering. We do not have an arrangement to place the proceeds from this offering in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use.
SELECTED SUMMARY FINANCIAL DATA
This table summarizes our operating data and balance sheet data as of
the periods indicated. You should read
this summary financial data in conjunction with the "Plan of
Operations" and our financial statements and notes thereto included
elsewhere in this prospectus.
DECEMBER 31, JUNE 30,
2004 2005
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INCOME STATEMENT:
Total Revenue $ 0 $ 0
Total Operating Expenses $ 7,000 $ 3,600
Comprehensive Income ( Net Loss) $ 7,000 $ 3,600
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Cash $ 1,000 Current assets $ 1,000 Total Assets $ 1,000 Current Liabilities $ 6,000 Total Liabilities and Shareholders' Deficit $ 1,000 |
RISK FACTORS
This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.
RISKS RELATING TO OUR COMPANY:
We have had losses and such losses may continue, which may negatively impact our ability to achieve our business objectives.
We had no revenue for the year ended December 31, 2004 and no revenue to date since our inception. As of June 30, 2005 for the six months ended we had losses of $1850. We have no operating history upon which an evaluation of our future success or failure can be made. There can be no assurance that future operations will be profitable. Revenues and profits, if any, will depend upon various factors, including whether we will be able to develop a prototype of our car door safety device, manufacture and sell our product.
Our auditors have issued an opinion which includes a statement describing our going concern status and, as such, we may not be able to achieve our objectives and may have to suspend or cease operations.
Our auditors have issued an opinion which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. We believe that if we do not raise at least $50,000 from our offering, we may have to suspend or cease operations within twelve months.
If we are unable to obtain funding for development of a prototype, we will have to delay development of our prototype or go out of business, which will result in the loss of your investment.
We have not yet developed a prototype for our car door safety device. As such, if we are unable to raise at least $50,000 we will not have the funds necessary to engage a manufacturing company to work with us to develop a prototype device. Since there is no refunds on the shares sold in this offering, if any, you may be investing in a company that will not have the funds necessary to commence its operations.
Because Messrs, Zwebner and Krasney have no experience in running a company that sells car safety devices, they may not be able to successfully operate such a business which could cause you to lose your investment.
We are a start-up company and we intend to market and sell a car door safety device product. Messrs., Zwebner and Krasney, our current officers, have effective control over all decisions regarding both policy and operations of our company with no oversight from other management. Our success is contingent upon these individuals ability to make appropriate business decisions in these areas. It is possible that this lack of relevant operational experience could prevent us from becoming a profitable business and an investor from obtaining a return on his investment in us.
Potential competitors, some of whom may have greater resources and experience than we do, may develop products and offer services that may cause demand for, and the prices of, our products to decline.
Although we are not aware of any other company that has developed, manufactured or marketed a device in the car door safety market, should any number of car manufacturers decide to invent such a car door safety device, we may not be able to compete with them. A large car manufacturer that decides to compete with us would have greater access to capital and may be able to produce a product that is less expensive than ours, thus causing any potential sales of our product to decline.
Because Mr. Krasney and Mr. Zwebner have other outside business activities and will only be devoting 10% of their time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of exploration.
Our officers are only engaged in our business activities on a part-time basis. This could cause the officers a conflict of interest between the amount of time they devote to our business activities and the amount of time required to be devoted to their other activities. Messrs. Zwebner and Krasney, our current officers, intend to only devote approximately 7 hours per week to our business activities. Subsequently to this offering we intend to increase our business activities in terms of research, development, marketing and sales. This increase in business activities may require that our officers engage in our business activities on a full-time basis, thereby causing Messrs. Zwebner and Krasney a conflict of interest.
We may be subject to intellectual property litigation such as patent infringement claims, which could adversely affect our business.
Our success will also depend in part on our ability to develop commercially viable products without infringing the proprietary rights of others. Although we have not been subject to any filed infringement claims, other patents could exist or could be filed which would prohibit or limit our ability to develop and market our car door safety device in the future. In the event of an intellectual property dispute, we may be forced to litigate. Intellectual property litigation would divert management's attention from developing our product and would force us to incur substantial costs regardless of whether we are successful. An adverse outcome could subject us to significant liabilities to third parties, and force us to cease operations.
Our patent expires in two and a half years. If we are unable to renew or extend the expiration date of our patent, our competitors may manufacture a similar competing product.
Our patent for our car door safety device expires on December 24, 2008. Once our patent expires, competitors may manufacture a similar competing product and such product may be made available to the market at a purchase price less than what we are able to offer our product for sale. They may also be able to bring a product to market earlier than we are able to, if at all. After our patent expires we may not have any legal position to force others to cease and desist from producing and marketing a product using our ideas and technology. Should this occur we may be forced to cease doing business.
You will experience difficulties in attempting to enforce liabilities based upon U.S. federal securities laws against our non-U.S. resident directors and officers.
Our operations are in Israel. Our directors and executive officers are foreign citizens and do not reside in the United States. It may be difficult for courts in the United States to obtain jurisdiction over our foreign assets or persons and as a result, it may be difficult or impossible for you to enforce judgments rendered against us, them or our or their directors or executive officers in United States courts. In addition, the courts in the countries in which we are organized or located may not permit lawsuits of the enforcement of judgments arising out of the United States and state securities or similar laws. Thus, should any situation arise in the future in which you have a cause of action against these persons or us, you are at greater risk in investing in our company rather than a domestic company because of greater potential difficulties in bring lawsuits or, if successful, collecting judgments against these persons as opposed to domestic persons or entities.
Because we are not making provisions for a refund to investors, you may lose your entire investment.
Even though our business plan is based upon the complete subscription of the shares offered through this offering, the offering makes no provisions for a refund to an investor. We will utilize all amounts received from newly issued stock purchased through this offering even if the amount obtained through this offering is not sufficient to enable us to go forward with our planned operations. Any funds received from the sale of newly issued stock will be placed into our corporate bank account. We do not intend to escrow any funds received through this offering. Once funds are received as the result of a completed sale of common stock being issued by us, those funds will be placed into our corporate bank account and may be used at the discretion of management.
RISKS RELATING TO OUR COMMON STOCK:
We may, in the future, issue additional shares of our common stock which would reduce investors percent of ownership and may dilute our share value. We do not need shareholder approval to issue additional shares.
Our certificate of incorporation authorizes the issuance of 50,000,000 shares of common stock, par value $.0001 per share. The future issuance of all or part of our remaining authorized common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
o that a broker or dealer approve a person's account for transactions
in penny stocks; and
o the broker or dealer receive from the investor a written agreement
to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the broker or dealer must:
o obtain financial information and investment experience objectives of
the person; and
o make a reasonable determination that the transactions in penny
stocks are suitable for that person and the person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:
o sets forth the basis on which the broker or dealer made the
suitability determination; and
o that the broker or dealer received a signed, written agreement from
the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.
The offering price of our common stock could be higher than the market value, causing investors to sustain a loss of their investment.
The price of our common stock in this offering has not been determined by any independent financial evaluation, market mechanism or by our auditors, and is therefore, to a large extent, arbitrary. Our audit firm has not reviewed management's valuation, and therefore expresses no opinion as to the fairness of the offering price as determined by our management. As a result, the price of the common stock in this offering may not reflect the value perceived by the market. There can be no assurance that the shares offered hereby are worth the price for which they are offered and investors may therefore lose a portion or all of their investment.
There is no established public market for our stock and a public market may not be obtained or be liquid and therefore investors may not be able to sell their shares.
There is no established public market for our common stock being offered under this prospectus. While we intend to apply for quotation of our common stock on the over-the-counter Bulletin Board system, there is no assurance that we will qualify for quotation on the OTC Bulletin Board. Therefore, purchasers of our common stock in this offering may be unable to sell their shares on any public trading market or elsewhere.
The offering price of $.10 per share has been arbitrarily set by our Board of Directors and accordingly does not indicate the actual value of our business.
The offering price of $.10 per share is not based upon earnings or operating history, does not reflect our actual value, and bears no relation to our earnings, assets, book value, net worth or any other recognized criteria of value. No independent investment banking firm has been retained to assist in determining the offering price for the shares. Accordingly, the offering price should not be regarded as an indication of any future price of our stock.
If we sell 1,000,000 shares of our common stock, our principal stockholders will still control 66% of our common stock, thus investors will have limited or no participation in our business affairs.
Currently, our principal stockholders, Messrs. Zwebner and Krasney, own an aggregate of 2,000,000 shares of our common stock. As a result, they will have significant influence over all matters requiring approval by our stockholders without the approval of minority stockholders. In addition, the stockholders will be able to elect all of the members of our Board of Directors, which will allow the stockholders to significantly control our affairs and management. Messrs Zwebner and Krasney will also be able to affect most corporate matters requiring stockholder approval by written consent, without the need for a duly noticed and duly-held meeting of stockholders. Accordingly, you will be limited in your ability to affect change in how we conduct our business.
USE OF PROCEEDS
This offering has no minimum offering amount and is being made by on a best efforts basis. The net proceeds available to us from the sale of the shares in this offering are estimated to be approximately $89,000 if the maximum offering is sold, after deducting offering expenses (estimated to be $11,000). The intended use of the net proceeds at various funding levels as percentages of the maximum offering is outlined below. We may not receive any proceeds in this offering if we are unable to obtain investors.
PERCENT OF GROSS PROCEEDS RECEIVED
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25% 50% 75% 100%
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$ $ $ $
Offering Expense 11,000 11,000 11,000 11,000
Working capital 0 5,000 10,000 15,000
Prototype development costs 14,000 34,000 45,000 50,000
Sales and marketing 0 0 9,000 24,000
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TOTAL 25,000 50,000 75,000 100,000
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In all instances, after the effectiveness of this registration statement, the Company will need some amount of working capital to maintain its general existence and comply with its public reporting obligations. In addition to changing allocations because of the amount of proceeds received, we may change the uses of proceeds because of required changes in our business plan. Investors should understand that we have wide discretion over the use of proceeds. Therefore, management decisions may not be in line with the initial objectives of investors who will have little ability to influence these decisions.
DIVIDEND POLICY
We have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the board of directors.
DILUTION
Dilution per share to new investors represents the difference between the amount per share paid by purchasers of our common stock in this offering and the pro forma net tangible book value per share of common stock immediately after completion of this offering.
Our net tangible book value at June 30, 2005 was ($0.0043) per share. "Net tangible book value per share" represents the amount of total tangible assets less total liabilities divided by the number of shares of Common Stock outstanding.
After giving effect to the sale of all of the 1,000,000 shares offered pursuant to this Registration Statement at a price of $0.10 per share, our net tangible book value as of June 30, 2005, after deducting offering costs, would be $6,400 or $0.0021 per share. This represents immediate dilution of $0.0979 per share to new investors and an immediate increase in net tangible book value per share of $0.0021 to existing stockholders. The following illustrates the per share dilution in this case.
Maximum
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Assumed initial public offering price per share $ 0.10
Pro forma net tangible book value per share at June 30, 2005 (0.0043)
Increase per share attributable to new investors 0.0064
Dilution per share to new investors in this offering $0.0979
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SECURITY HOLDERS
At September 15, 2005 there were 2,000,000 shares our common stock outstanding which were held by two stockholders. All of the shares we have issued since our inception are restricted.
OUR BUSINESS
Forward Looking Statements
Certain information contained in this Form SB-2 are forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Factors set forth that appear with the forward-looking statements, or in our other Securities and Exchange Commission filings, could affect our actual results and could cause our actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us in this Form SB-2. In addition to statements, that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates" or "plans" to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in our reports and registration statements filed with the Securities and Exchange Commission. In addition, prior financial performance and customer orders are not necessarily indicative of the results that may be expected in the future and we believe that such comparisons cannot be relied upon as indicators of future performance. Additionally, we undertake no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
General Development
We are a development stage company and currently own one patent (patent No. 5,074,073) for a "Car Door Safety Feature Device". The patent is a safety feature related to the development of an injury-preventing system for doors of automobiles comprising a radiation emitter for emitting electromagnetic radiation, detectors for detecting the electromagnetic radiation thus preventing car doors from closing on a persons' hand, finger or leg. The Company's principal business plan is to develop a prototype of the patent and then manufacture and market the product and / or seek third party entities interested in licensing the rights to manufacture and market the safety system.
We were incorporated in Delaware on November 18, 2004. Our principal offices are located at 20A Rehov Sharei Torah, Bayit Vegan, Jerusalem 96387. Our telephone number is 011972-2-6432875.
For the six month period ended June 30, 2005 we had a net loss of $1850.
Business Summary and Background
We believe that automobile doors pose an ever-present risk of causing substantial danger to people, especially children's, hands and/or fingers as a result of accidental slamming of the automobile door while a person's hands or fingers are in the way. Existing automobiles have not been constructed to prevent such injury when doors are closed manually.
In December 2004, we acquired one patent related to the development of an injury-preventing system for automobiles comprising a radiation emitter for emitting electromagnetic radiation, detectors for detecting the electromagnetic radiation and an electronic control circuit which is designed to sense any disruption in the impingement of the electromagnetic radiation on the detectors. The system is located to monitor the
space normally occupied by an automobile door. When impingement of the electromagnetic radiation on the detectors is disrupted, as by the placement of a person's hand in the space normally occupied by the automobile door, the electrical circuit activates a mechanical device, for example a solenoid, which places a small rubber rod in the path of the closing door, causing the door to bounce off the rod without closing, avoiding injury to the hand of the person.
In more simple terms, the purpose of the patented product is to protect car passengers or those entering or exiting cars from being injured as the door closes. This device will sense an object, such as a person's hand, in the opening and immediately place a small rubber rod in the path of the closing door so that the door will not be able to close and will therefore not cause, or limit the extent of, injury.
We intend to produce a prototype of this invention in order to either begin manufacturing and selling the invention, or licensing the technology to a third party for them to manufacture it. Logical partners in this invention may include any (or all) car manufacturers, large rental corporations and even organizations promoting automobile safety. We also intend to market our product to individuals so that they can install the device on care already owned.
Third-party manufacturers.
We will rely on third parties to manufacture the prototype of our car door safety device. If our manufacturing and distribution agreements are not satisfactory, we may not be able to develop or commercialize our device as planned. In addition, we may not be able to contract with third parties to manufacture our device in an economical manner. Furthermore, third-party manufacturers may not adequately perform their obligations, which may impair our competitive position. If a manufacturer fails to perform, we could experience significant time delays or we may be unable to commercialize or continue to market our car door safety device.
Intellectual Property
On December 14, 2004 we acquired the rights to Patent No. 5,074,073 from Asher Zwebner, the patent owner. The Patent was granted to Asher Zwebner by the United States Patent and Trademark Office on December 24, 1991 and is scheduled to expire on December 24, 2008. As consideration for such assignment, we have agreed to pay Mr. Zwebner 10% of all royalties we receive from the sale and marketing of our product.
Competition
Although we are not aware of any other company that has developed, manufactured or marketed a device in the car door safety market, should any number of car manufacturers decide to invent such a car door safety device, we may not be able to compete with them. A large car manufacturer that decides to compete with us would have greater access to capital and may be able to produce a product that is less expensive than ours, thus causing any potential sales of our product to decline.
Employees
Other than our current officers, Messrs Krasney and Zwebner, we have no other full time or part-time employees. If and when we develop a prototype for our car door safety device and are able to begin manufacturing and marketing, we may need additional employees for such operations. We do not foresee any significant changes in the number of employees or consultants we will have over the next twelve months.
Transfer Agent
We have engaged Nevada Agency and Trust as our stock transfer agent.
Research and Development.
We are not currently conducting any research and development activities. If we are able to raise funds in this offering, we do intend to do research concerning our car door safety device and how to develop a prototype model.
Properties
Our Principal executive offices are located at 20A Rehov Sharei Torah, Bayit Vegan, Jerusalem 96387. This location is also the residence of Mr. Zwebner and we have been allowed to operate out of such location at no cost to the Company. We believe that this space is adequate for our current and immediately foreseeable operating needs. We do not have any policies regarding investments in real estate, securities or other forms of property.
Legal Proceedings
We are not aware of any pending or threatened lawsuits against us.
Management's Discussion and Analysis or Plan of Operation.
You should read the following plan of operation together with our financial statements and related notes appearing elsewhere in this prospectus. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under "Risk Factors" on elsewhere in this prospectus.
We are a development stage company and currently own one patent (patent No. 5,074,073) for a "Car Door Safety Feature Device". The patent is a safety feature related to the development of an injury-preventing system for doors of automobiles comprising a radiation emitter for emitting electromagnetic radiation, detectors for detecting the electromagnetic radiation thus preventing car doors from closing on a persons' hand, finger or leg. The Company's principal business plan is to develop a prototype of the patent and then manufacture and market the product and / or seek third party entities interested in licensing the rights to manufacture and market the safety system.
If less than $50,000 is raised from this offering, we will attempt to raise additional capital through the private sale of our equity securities or borrowings from third party lenders. We have no commitments or arrangements from any person to provide us with any additional capital. If additional financing is not available when needed, we may need to dramatically change our business plan, sell or cease operations. We do not have any plans, arrangements or agreements to sell or merge our Company.
Our auditors have issued an opinion which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product. Accordingly, we must raise cash from sources other than the actual sale of the product. Our only other source for cash at this time is investments by others interested in developing the prototype, licensing the technology, or developing and manufacturing the final product based on the patent. We must raise cash to implement our project and stay in business. Even if we raise the maximum amount of money in this offering, we do not know how long the money will last, however, we do believe it will last twelve months.
FUNDING AT THE 25% LEVEL
If we receive net proceeds of $25,000, which is the approximate amount we would receive if we raised twenty-five percent of the funds we are hoping to raise in this offering, we anticipate using those funds for a twelve-month period as follows: (i) we would dedicate $11,000 of such funds towards legal fees and accounting fees in connection with this offering and the general costs associated with our efforts to become a company that is publicly held and traded on the OTC Bulletin Board; and (ii) we would utilize the remaining $14,000 to enable us to engage a manufacturer to work with us to develop a prototype of our car door safety feature device.
FUNDING AT THE 50% LEVEL
If we receive net proceeds of $50,000, which is the approximate amount we would
receive if we raised twenty-five percent of the funds we are hoping to raise in
this offering, we anticipate using those funds for a twelve-month period as
follows: (i) we would dedicate $11,000 of such funds towards legal fees and
accounting fees in connection with this offering and the general costs
associated with our efforts to become a company that is publicly held and traded
on the OTC Bulletin Board; (ii) $5,000 towards general working capital; and
(iii) we would utilize the remaining $35,000 to enable us to engage a
manufacturer to work with us to develop a prototype of our car door safety
feature device.
FUNDING AT THE 75% LEVEL
If we receive net proceeds of $75,000, which is the approximate amount we would receive if we raised twenty-five percent of the funds we are hoping to raise in this offering, we anticipate using those funds for a twelve-month period as follows: (i) we would dedicate $11,000 of such funds towards legal fees and accounting fees in connection with this offering and the general costs associated with our efforts to become a company that is publicly held and traded on the OTC Bulletin Board; (ii) $10,000 towards general working capital; (iii) we would utilize $45,000 to enable us to engage a manufacturer to work with us to develop a prototype of our car door safety feature device and (iv) we would utilize the remaining $9,000 for a sales and marketing program in which to market our Car Door Safety Device. Sales and Marketing, depending on the amount of funds we are able to raise and allocate to it, would include advertising in publications and production of brochures of our product, as well as the cost of establishing, upgrading, and maintaining a commercially viable Internet website which we do not yet have.
FUNDING AT THE 100% LEVEL
If we receive net proceeds of $100,000, which is the approximate amount we would
receive if we raised twenty-five percent of the funds we are hoping to raise in
this offering, we anticipate using those funds for a twelve-month period as
follows: (i) we would dedicate $11,000 of such funds towards legal fees and
accounting fees in connection with this offering and the general costs
associated with our efforts to become a company that is publicly held and traded
on the OTC Bulletin Board; (ii) $15,000 towards general working capital; and
(iii) we would utilize $50,000 to enable us to engage a manufacturer to work
with us to develop a prototype of our car door safety feature device and (iv) we
would utilize the remaining $24,000 for a sales and marketing program in which
to market our Car Door Safety Device. Sales and Marketing, depending on the
amount of funds we are able to raise and allocate to it, would include
advertising in publications and production of brochures of the our product, as
well as the cost of establishing, upgrading, and maintaining a commercially
viable Internet website which we do not yet have.
General working capital
We may be wrong in our above estimates of funds required in order to proceed with our prototype development and general business plan described herein. Should we need additional funds, we would attempt to raise these funds through additional private placements or by borrowing money. We do not have any arrangements with potential investors or lenders to provide such funds and there is no assurance that such additional financing will be available when required in order to proceed with the business plan or that our ability to respond to competition or changes in the market place or to exploit opportunities will not be limited by lack of available capital financing. If we are unsuccessful in securing the additional capital needed to continue operations within the time required, we may not be in a position to continue operations.
We can offer no assurance that we will raise any funds in this offering. In this event, we will need to rely on current incoming revenue and/or loans from shareholders. If we are unable to obtain loans on reasonable terms or if we are unable to increase our revenue productions, we may attempt to sell the company or file for bankruptcy. We do not have any current intentions or arrangements to sell the Company.
We are not aware of any material trend, event or capital commitment, which would potentially adversely affect liquidity. In the event such a trend develops, we believe that we will have sufficient funds available to satisfy working capital needs through lines of credit and the funds expected from equity sales.
OTHER:
Except for historical information contained herein, the matters set forth above are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ from those in the forward-looking statements.
Recently issued accounting pronouncements
In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS 150 changes the accounting for certain financial instruments that under previous guidance issuers could account for as equity. It requires that those instruments be classified as liabilities in balance sheets. The guidance in SFAS 150 is generally effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective on July 1, 2003. The adoption of SFAS 150 did not impact our financial position, cash flows or results of operations.
In December 2003, the SEC issued SAB 104. This staff accounting bulletin revises or rescinds certain sections of SAB 101, which gives interpretation guidance about revenue recognition. SAB 104 makes the interpretive guidance of SAB 101 consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The adoption of SAB 104 in the fourth quarter of fiscal 2004 did not impact our financial position, cash flows or results of operations.
MANAGEMENT
Directors and Executive Officers
The following table sets forth certain information regarding the members of our board of directors and its executive officers as of July 15, 2005:
Name Age Positions and Offices Held
----------------- ----- -------------------------------
Lavi Krasney 38 Chief Executive Officer and Director
Asher Zwebner 41 Principal Financial Officer, Treasurer
And Director
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Our directors hold office until the next annual meeting of our shareholders or until their successors are duly elected and qualified. Set forth below is a summary description of the principal occupation and business experience of each of our directors and executive officers for at least the last five years.
Our board of directors has no nominating, auditing or compensation committees.
Lavi Krasney has been our CEO, principal executive officer, and a member of our board of directors since our inception in November 2004. From 1998 to the present, Mr. Krasney has been a director and economist for Otzarot Tarshish Nechasim Vehashkaot LTD, a private company providing international business development and marketing advisory services to Israeli companies. Mr. Krasney received his B.A. from Haifa University School of Economics and Accounting in 1991, and his MBA from Tel Aviv University in 1998.
Asher Zwebner, has been our treasurer and a member of our board of directors since inception in November 2004. Since May, 2002, Mr. Zwebner has served as the Chief Financial Officer of ForexManage Ltd., a private hi-tech developer of Internet-based foreign exchange and risk management solutions based in Israel. Prior to that, Mr. Zwebner served as the Chief Financial Officer of SMC Ventures.com and for Britannica.com, both private companies located in Israel. From 1995 through 2000 Mr. Zwebner was a senior manager at Kost Forer and Gabbay (a division of Ernst and Young in Israel). Mr. Zwebner is a CPA in Israel and the United States and received a BS Degree in Accounting and Finance from Touro College in 1988.
Involvement in Certain Legal Proceedings
We are not aware of any material legal proceedings that have occurred within the past five years concerning any director, director nominee, or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.
Executive Compensation.
None of our officers or directors have received or earned any compensation or Bonus from us for services rendered to us in fiscal years 2004 or 2005. We have not paid any salaries in 2004, and we do not anticipate paying any salaries at any time in 2005. We will not begin paying salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
We do not maintain key-man life insurance for any of our executive officers or directors.
Stock Option Plans
As of September 15, 2005, we have not adopted an employee stock option plan and do not have any options or warrants outstanding.
Employment Agreements
As of the date of this filing we have not entered into an employment agreement with Mssrs. Krasney or Zwebner to serve as our officers and directors.
Certain Relationships and Related Transactions.
There are no relationships or related transaction concerning Messrs. Krasney and/or Zwebner.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(i) The following table sets forth certain information concerning the ownership of the Common Stock by (a) each person who, to the best of our knowledge, beneficially owned on that date more than 5% of our outstanding common stock, (b) each of our directors and executive officers and (c) all current directors and executive officers as a group. The following table is based upon an aggregate of 2,000,000 shares of our common stock outstanding as of September 15, 2005.
Number of Shares of Percent of
Common Stock Common Stock
Beneficially Beneficially
Name of Owned or Right Owned or Right
Beneficial Owner to Direct Vote (1) to Direct Vote (1)
------------------- -------------------- --------------------
Lavi Krasney 1,000,000 50%
Asher Zwebner 1,000,000 50%
-----------
All directors and executive 2,000,000 100%
officers as a group
(two persons)
----------
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(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the "SEC") and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of Common Stock issuable upon the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days following the date of the information in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrant. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all shares of Common Stock owned by such person.
DESCRIPTION OF SECURITIES
The following description of our capital stock is a summary and is qualified in its entirety by the provisions of our Articles of Incorporation, with amendments, all of which have been filed as exhibits to our registration statement of which this prospectus is a part.
OUR COMMON STOCK
We are authorized to issue 50,000,000 shares of our Common Stock, $0.0001 par value, of which, as of September 15, 2005, 2,000,000 shares are issued and outstanding. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefore. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.
OUR PREFERRED SHARES
We are not authorized to issue preferred shares of our securities.
PLAN OF DISTRIBUTION
We are offering for sale a maximum of 1,000,000 shares of our common stock in a self-underwritten offering directly to the public at a price of $.10 per share. There is no minimum amount of shares that we must sell in our direct offering, and therefore no minimum amount of proceeds will be raised. No arrangements have been made to place funds into escrow or any similar account. Upon receipt, offering proceeds will be deposited into our operating account and used to conduct our business and operations. We are offering the shares without any underwriting discounts or commissions. The purchase price is $.10 per share. If all 1,000,000 shares are not sold within 180 days from the date hereof,(which may be extended an additional 90 days in our sole discretion), the offering for the balance of the shares will terminate and no further shares will be sold.
We intend to sell the shares in this offering through Asher Zwebner, one of our officers and directors. He will receive no commission from the sale of any shares. He will not register as a broker-dealer under section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker/dealer. The conditions are that:
1. The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,
2. The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;
3. The person is not at the time of their participation, an associated person of a broker/dealer; and,
4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule
3a4-1 of the Exchange Act, in that he (A) primarily performs, or is
intended primarily to perform at the end of the offering,
substantial duties for or on behalf of the Issuer otherwise than in
connection with transactions in securities; and (B) is not a broker
or dealer, or an associated person of a broker or dealer, within the
preceding twelve (12) months; and (C) do not participate in selling
and offering of securities for any Issuer more than once every
twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or
(a)(4)(iii).
Mr. Zwebner is not statutorily disqualified, is not being compensated, and is not associated with a broker/dealer. He is and will continue to be one of our officers and directors at the end of the offering and has not been during the last twelve months and is currently not a broker/dealer or associated with a broker/dealer. He has not during the last twelve months and will not in the next twelve months offer or sell securities for another corporation.
We will not utilize the Internet to advertise our offering.
Offering Period and Expiration Date
This offering will start on the date of this registration statement is declared effective by the SEC and continue for a period of 180 days. We may extend the offering period for an additional 90 days, or unless the offering is completed or otherwise terminated by us. We will not accept any money until this registration statement is declared effective by the SEC.
Procedures for Subscribing
We will not accept any money until this registration statement is declared effective by the SEC. Once the registration statement is declared effective by the SEC, if you decide to subscribe for any shares in this offering, you must:
1. execute and deliver a subscription agreement
2. deliver a check or certified funds to us for acceptance or
rejection.
All checks for subscriptions must be made payable to "CDOOR CORP."
Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions.
Section 15(g) of the Exchange Act
Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.
Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Certificate of Incorporation, as amended, provide to the fullest extent permitted by Delaware law, our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended, is to eliminate our right and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Certificate of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
LEGAL MATTERS
The validity of the shares of common stock being offered hereby will be passed upon for us by Michael S. Krome, Esq.
EXPERTS
Our financial statements at December 31, 2004 appearing in this prospectus and registration statement have been audited by SF Partnership, LLP, independent registered Public Accounting Firm, as set forth on their report thereon appearing elsewhere in this prospectus, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.
AVAILABLE INFORMATION
We have filed a registration statement on Form SB-2 under the Securities Act of 1933, as amended, relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement. This prospectus constitutes the prospectus of Cdoor Corporation filed as part of the registration statement, and it does not contain all information in the registration statement, as certain portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission.
We are subject to the informational requirements of the Securities Exchange Act of 1934 which requires us to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the SEC at Judiciary Plaza, 450 Fifth Street N.W., Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549 at prescribed rates. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's Internet website at http://www.sec.gov.
We furnish our stockholders with annual reports containing audited financial statements.
CDOOR CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE PERIOD FROM NOVEMBER 18, 2004 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 2004
CONTENTS
Report of Independent Registered Public Accounting Firm 1 Balance Sheet 2 Statement of Operations 3 Statement of Stockholders' Equity 4 Statement of Cash Flows 5 Notes to Financial Statements 6 - 13 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of CDoor Corp.
We have audited the accompanying balance sheet of CDoor Corp. (a Delaware corporation in the development stage) as of December 31, 2004, and the related statements of operations, stockholders' equity, and cash flows for the period from November 18, 2004 (inception) through December 31, 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). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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, the financial statements referred to above present fairly, in all material respects, the financial position of CDoor Corp. as of December 31, 2004, and the results of its operations and cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1 to the financial statements, the Company is in the early development stages, has no business operations and has insufficient working capital to meet planned business operations. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
SF Partnership, LLP
Toronto, Canada CHARTERED ACCOUNTANTS
August 15, 2005
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CDOOR CORP.
(A Development stage Company)
Balance Sheet
December 31, 2004
ASSETS
Current
Cash $ 1,000
--------
Total Current Assets 1,000
Other Assets (note 3) 14,390
--------
Total Assets $ 15,390
========
LIABILITIES
Current
Accrued liabilities $ 5,000
Due to stockholders (note 5) 1,000
--------
Total Current Liabilities 6,000
--------
Total Liabilities 6,000
--------
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Commitments and Contingencies (note 8)
STOCKHOLDERS' EQUITY
Capital Stock (note 7) 200
Additional Paid-In Capital 11,800
(Deficit) Accumulated during the Development Stage (2,610)
--------
Total Stockholders' Equity 9,390
--------
Total Liabilities and Stockholders' Equity $ 15,390
========
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(The accompanying notes are an integral part of this financial statement)
CDOOR CORP.
(A Development Stage Company)
Statement of Operations
For the Period from November 18, 2004 (Inception)
Through December 31, 2004
From
November 18,
2004
(Inception)
through
December 31,
2004 2004
----------------------------
Revenues $ -- $ --
----------------------------
Expenses
General and administrative 2,000 2,000
Professional fees 500 500
Amortization 110 110
----------------------------
Loss from Operations (2,610) (2,610)
Provision for income taxes -- --
----------------------------
Net Loss $ (2,610) $ (2,610)
============================
Net Loss Per Share:
Loss per share Basic and Diluted $ 0.01
============
Weighted average number of common shares
outstanding during the period
Basic and Diluted 223,616
============
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(The accompanying notes are an integral part of this financial statement)
CDOOR CORP.
(A Development Stage Company)
Statement of Stockholders' (Deficit)
For the Period from November 18, 2004 (Inception)
Through December 31, 2004
(Deficit)
Accumulated
Additional During the Total
Number of Common Paid in Development Stockholders'
Shares Stock Capital Stage (Deficit)
------------------------------------------------------------------------------
Balance, November 18, 2004 -- $ -- $ -- $ -- $ --
Common stock issued for cash 2,000,000 200 1,800 -- 2,000
Acquisition of patent -- -- 10,000 -- 10,000
Net loss for the period -- -- -- (2,610) (2,610)
------------------------------------------------------------------------------
Balance, December 31, 2004 2,000,000 $ 200 $ 11,800 $ (2,610) $ 9,390
==============================================================================
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(The accompanying notes are an integral part of this financial statement)
CDOOR CORP.
(A Development Stage Company)
Statement of Cash Flows
For the Period from November 18, 2004 (Inception)
Through December 31, 2004
From
November 18,
2004
(Inception)
through
December 31,
2004 2004
------------------------------
Cash Flows from Operating Activities
Net loss $ (2,610) $ (2,610)
Amortization 110 110
Changes in non-cash working capital
Accrued liabilities 5,000 5,000
------------------------------
Net Cash Provided by Operating Activities 2,500 2,500
------------------------------
Cash Flows from Investing Activities
Deferred offering costs (4,500) (4,500)
------------------------------
Net Cash Used in Investing Activities (4,500) (4,500)
------------------------------
Cash Flows from Financing Activities
Issuance of common stock 2,000 2,000
Due to stockholders 1,000 1,000
------------------------------
Net Cash Provided by Financing Activities 3,000 3,000
------------------------------
Net Increase in Cash 1,000 1,000
Cash - beginning of period -- --
------------------------------
Cash - end of period $ 1,000 $ 1,000
==============================
Supplemental Disclosures of Cash Flow Information
The Company had no cash flows arising from the following:
Cash paid for interest $ -- $ --
==============================
Cash paid for income taxes $ -- $ --
==============================
Acquisition of patent $ -- $ --
==============================
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(The accompanying notes are an integral part of this financial statement)
CDOOR CORP.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2004
1. Development Stage Activities and Going Concern
Development Stage Activities
CDoor Corp. (the "Company") was incorporated under the Laws of the State of Delaware on November 18, 2004. Its principal business plan is to develop a patent which is designed to develop a safety system for the doors of automobiles.
In December 2004, the Company acquired a patent named "Car Door Safety Feature." The Patent is a safety feature which is related to the development of an injury-preventing system for doors of automobiles. The Company plans to develop a prototype of the patent and then manufacture and market the product and / or seek third party entities interested in licensing the rights to manufacture and market the safety system.
Going Concern
The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has been in the development stage since its formation in November 2004 and has not yet realized any revenues from its planned operations. Planned principal activities have not yet begun.
The Company's ability to continue as a going concern is contingent upon its ability to secure financing, emerge from the research stage, complete product development and attain profitable operations.
At December 31, 2004, the Company had a working capital deficiency of $5,000 and incurred a loss for the period of $2,610. The Stockholders have agreed to pay expenses and advance funds as the Company requires until the Company can raise funds pursuant to an SB-2 Registration Statement to be filed with the United States Securities and Exchange Commission. Once the SB-2 Registration Statement is declared effective, Management plans to seek equity financing through a public offering of its common stock. The Company intends to raise $100,000 at $0.10 per share. There can be no assurance, however, that the Company will be successful in its capital formation activities, or if successful, that the amounts raised will provide revenues sufficient to sustain the operations of the Company.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
CDOOR CORP.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2004
2. Summary of Significant Accounting Policies
The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States. Outlined below are those policies considered particularly significant:
a) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and any other highly liquid investments purchased with an initial maturity period of three months or less.
b) Fair Value of Financial Instruments
The carrying value of the amounts due to stockholders and accrued charges approximate fair value because of the short-term maturity of these instruments.
c) Income Taxes
The Company accounts for income taxes pursuant to Statement of Financial Accounting Standards Board ("SFAS") No. 109, Accounting for Income Taxes." Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities.
d) Development Costs
The Company has been in the development stage since its formation in November 2004 and has not yet realized any revenue from its planned operations. It is primarily engaged in the development of a prototype of a patent. When it has been determined that a prototype can be economically developed, the costs incurred to develop this prototype, will be capitalized accordingly. Development costs will be amortized over the useful life of the product following attainment of commercial production or written off if the project is abandoned.
CDOOR CORP.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2004
2. Summary of Significant Accounting Policies (cont'd)
e) Revenue Recognition
Licensing
Up front licensing revenue is deferred and recognized on a straight line basis over the term which the Company maintains substantive contractual obligations. Licensing revenue upon the achievement of milestones is recognized when the underlying condition is met, the Company has no further obligations in relation to that milestone and collectability is reasonably assured. Amount received in advance of recognition are included in deferred revenue.
Manufacturing and selling
Manufacturing revenues and product sales are recognized when the products are delivered to the customer and collection is reasonably assured.
Research and development
The Company recognizes revenues from various research agreements as the contracted services are performed or when milestones are achieved, in accordance with the terms of the specific agreements. Up front payments for the use of technology where further services are to be provided or fees received on the signing of research agreements are recognized over the period of performance of the related activities. Amounts received in advance of recognition are included in deferred revenue.
Royalties
Royalties are recorded as income once the performance requirements
of the Company have been completed and collection is reasonably
assured.
f) Deferred Offering Costs
|
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.
CDOOR CORP.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2004
2. Summary of Significant Accounting Policies (cont'd)
g) Impairment of Long-Lived Assets
In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", long-lived assets to be held and used are analysed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell. As described in (note 1), the long-lived assets have been valued on a going concern basis. However, substantial doubt exists as to the ability of the Company to continue as a going concern. If the Company ceases operations, the asset values may be materially impaired.
h) Earnings or Loss Per Share
The Company accounts for earnings (loss) per share pursuant to SFAS No. 128, "Earnings per Share", which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year.
There were no dilutive financial instruments for the period ended
December 31, 2004.
i) Use of Estimates
The preparation of financial statements, in conformity with
accounting principles generally accepted in the United States
|
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.
CDOOR CORP.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2004
2. Summary of Significant Accounting Policies (cont'd)
j) Concentration of Credit Risk
The Company maintains its cash account in one commercial bank. The Company's cash account is an uninsured business checking account maintained in U.S. dollars, which totalled $2,000 at August 15, 2005.
k) Recent Accounting Pronouncements
In November 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Accounting Standards ("SFAS") No. 151, "Inventory Costs, an amendment of the Accounting Review Board (ARB) No. 43, Chapter 4". This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing" to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS No. 151 requires that those items be recognized as current-period charges. In addition, this statement requires that allocation of fixed production overheads to costs of conversion be based upon the normal capacity of the production facilities. The provisions of SFAS No. 151 are effective for inventory costs incurred in fiscal years beginning after June 15, 2005. The adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets, an amendment of the Accounting Principles Board (APB) Opinion No. 29". SFAS No. 153 replaces the exception from fair value measurement in APB Opinion No. 29 for non-monetary exchanges of similar productive assets with a general exception from fair value measurement for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is to be applied prospectively, and is effective for non-monetary asset exchanges occurring in fiscal periods after the December 2004 issuance of SFAS No. 153. The adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.
CDOOR CORP.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2004
2. Summary of Significant Accounting Policies (cont'd)
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123R"). SFAS No. 123R requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of the employee services is recognized as compensation cost over the period that an employee provides service in exchange for the award. SFAS No. 123R will be effective January 1, 2006 for the Company and may be adopted using a modified prospective method or a modified retrospective method. The Company has not yet completed an analysis to quantify the exact impact the new standard will have on its future financial performance. The adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.
In March 2005, the FASB issued FASB Staff Position ("FSP") No.
46(R)-5, "Implicit Variable Interests under FASB Interpretation No.
("FIN") 46 (revised December 2003), Consolidation of Variable
Interest Entities" ("FSP FIN 46R-5"). FSP FIN 46R-5 provides
guidance for a reporting enterprise on whether it holds an implicit
variable interest in Variable Interest Entities ("VIEs") or
potential VIEs when specific conditions exist. This FSP is effective
in the first period beginning after March 3, 2005 in accordance with
the transition provisions of FIN 46 (Revised 2003), "Consolidation
of Variable Interest Entities -- an Interpretation of Accounting
Research Bulletin No. 51" ("FIN 46R"). The adoption of this standard
is not expected to have a material impact on the Company's results
of operations or financial position.
3. Other Assets
The components of other assets are as follows:
2004
---------
Deferred Offer Costs $ 4,500
Patent Properties (includes amortization of $110) 9,890
---------
$ 14,390
=========
4. Patent Properties
In December 2004, the Company acquired 100% of the rights, title and
|
interest to a patent owned by one of the Directors of the Company (see note 1). The Company is committed to payment of 10% of all royalties received for the exploitation of the patent. The cost of this patent is currently recorded on the books of the Company at its historical cost and is being amortized on a straight line basis over its remaining useful life of approximately 4 years.
CDOOR CORP.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2004
5. Due to Stockholders
The amount represents advances from two stockholders to finance working capital. It is unsecured, non-interest bearing and due on demand.
6. Income Taxes
The provision for income taxes has been computed as follows:
November 18, 2004
(Inception) to
December 31,
2004
-----------------
Expected income tax recovery at the statutory rate of 15% $ (392)
Tax effect of expenses that are not deductible
for income tax purposes (net of other
amounts deductible for tax purposes) --
Tax effect of differences in the
timing of deductibility of items
for income tax purposes: --
Valuation Allowance 392
-------
Provision for income taxes $ --
-------
The components of future income taxes are as follows:
2004
-------
Deferred income tax assets:
Net operating loss carryforwards $ 2,610
Valuation allowance (2,610)
Deferred income taxes $ --
=======
|
The Company has tax losses available to be applied against future years income. Due to the losses incurred in the current year and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carryforward will not be realized through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for deferred income tax assets.
CDOOR CORP.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2004
7. Capital Stock
Authorized
50,000,000 shares of common stock, par value $0.0001
2004
-------
Issued and Outstanding
2,000,000 shares of common stock $ 200
-------
8. Commitments and Contingencies
|
The Company is committed to paying royalties based on 10% of all revenues received for the exploration of the patent as described in note 4.
CDOOR CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2005 AND CUMULATIVE
FROM INCEPTION (NOVEMBER 18, 2004) THROUGH MARCH 31, 2005
UNAUDITED
CONTENTS
Balance Sheet 1 Statements of Operations 2 Statements of Cash Flows 3 Notes to Financial Statements 4 - 7 |
CDOOR CORP.
(A Development Stage Company)
Balance Sheet
March 31, 2005
ASSETS
Current Assets
Cash $ 1,000
------------
Total Current Assets 1,000
Other Assets (note 3) 15,265
------------
Total Assets $ 16,265
============
LIABILITIES
Current Liabilities
Accrued liabilities $ 6,500
Due to stockholders (note 5) 1,000
------------
Total Current Liabilities 7,500
------------
Total Liabilities 7,500
------------
STOCKHOLDERS' EQUITY
Capital Stock (note 6) 200
Additional Paid-In Capital 11,800
------------
Total Stockholders' Equity 8,765
------------
|
(The accompanying notes are an integral part of this financial statement)
CDOOR CORP.
(A Development Stage Company)
Statements of Operations
Three Months Ended March 31, 2005 and Cumulated
from Inception (November 18, 2004) Through March 31, 2005
From
November 18,
Three 2004
Months (Inception)
Ended through
March 31, March 31,
2005 2005
--------------------------
(Unaudited) (Unaudited)
Revenue $ -- $ --
--------------------------
Expenses
General and administrative -- 2,000
Amortization 625 --
--------------------------
Loss from Operations (625) (2,000)
Provision for income taxes -- --
--------------------------
Net Loss $ (625) $ (2,000)
==========================
Loss per weighted average number of
shares outstanding - basic and diluted $ --
===========
Weighted average number of shares outstanding
during the period - basic and diluted 2,000,000
===========
|
(The accompanying notes are an integral part of this financial statement)
CDOOR CORP.
(A Development Stage Company)
Statements of Cash Flows
Three Months Ended March 31, 2005 and Cumulated
from Inception (November 18, 2004) Through March 31, 2005
From
November 18,
Three 2004
Months (Inception)
Ended through
March 31, March 31,
2005 2005
----------------------------
(Unaudited) (Unaudited)
Cash Flows from Operating Activities
Net loss $ (625) $ (3,235)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization 625 735
Accrued liabilities 1,500 6,500
----------------------------
Net Cash Provided by Operating Activities 1,500 4,000
----------------------------
Cash Flows from Investing Activities
Deferred Offering Costs (1,500) (6,000)
----------------------------
Net Cash Used in Investing Activities (1,500) (6,000)
----------------------------
Cash Flows from Financing Activities
Issuance of common stock for cash -- 2,000
Due to stockholders -- 1,000
----------------------------
Net Cash Provided by Financing Activities -- 3,000
----------------------------
Net Increase in Cash -- 1,000
Cash - beginning of period 1,000 --
----------------------------
Cash - end of period $ 1,000 $ 1,000
============================
Supplemental Disclosures of Cash Flow Information
Interest and Income Taxes Paid
The company had no cash flows arising from the
following:
Cash paid for interest $ -- $ --
============================
Cash paid for income taxes $ -- $ --
============================
|
(The accompanying notes are an integral part of this financial statement)
CDOOR CORP.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2005
(Unaudited)
1. Basis of Financial Statement Preparation and Going Concern
Basis of Financial Statement Presentation
The accompanying unaudited interim financial statements of CDoor Corp. ("the Company") have been prepared in accordance with accounting principles generally accepted in the United States ("U.S") ("GAAP") for financial information and the requirements of item 310 (b) of Regulation S-B. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments (consisting only of normal recurring adjustments), which, in the opinion of management, are necessary for a fair presentation of the results for the periods presented. The accounting policies used in the preparation of the unaudited interim financial statements are the same as those described in the Company's audited financial statements prepared in accordance with U.S. GAAP for the period ended December 31, 2004. There have been no significant changes of accounting policy since December 31, 2004. The results from operations for the period are not indicative of the results expected for the full fiscal year or any future period. The unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2004.
Development Stage Activities and Going Concern
The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has been in the development stage since its formation in November 2004 and has not yet realized any revenues from its planned operations. Planned principal activities have not yet begun.
The Company's ability to continue as a going concern is contingent upon its ability to secure financing, emerge from the research stage, complete product development and attain profitable operations.
At March 31, 2005, the Company had a working capital deficiency of $6,500 and incurred a loss of $625 for the three months period. The Stockholders have agreed to pay expenses and advance funds as the Company requires until the Company can raise funds pursuant to an SB-2 Registration Statement to be filed with the United States Securities and Exchange Commission. Once the SB-2 Registration Statement is declared effective, Management plans to seek equity financing through a public offering of its common stock. The Company intends to raise $100,000 at $0.10 per share. There can be no assurance, however, that the Company will be successful in its capital formation activities, or if successful, that the amount raised will provide revenues sufficient to sustain the operations of the Company.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
CDOOR CORP.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2005
(Unaudited)
2. Summary of Significant Accounting Policies
The accounting policies of the Company are in accordance with U.S. GAAP and their basis of application is consistent with that of the previous period.
Recent Accounting Pronouncements
In November 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Accounting Standards ("SFAS") No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4." This statement amends the guidance in the Accounting Review Board (ARB) No. 43, Chapter 4, "Inventory Pricing" to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS No. 151 requires that those items be recognized as a current-period charges. In addition, this statement requires that allocation of fixed production overheads to cost of conversion be based upon the normal capacity of the production facilities. The provisions of SFAS No. 151 are effective for inventory costs incurred in fiscal years beginning after June 15, 2005. The adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-Monetary Assets - an amendment of the Accounting Principles Board (APB) Opinion No. 29" (Statement 153). This statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123R"). SFAS No. 123R requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of the employee services is recognized as compensation cost over the period that an employee provides service in exchange for the award. SFAS No. 123R will be effective January 1, 2006 for the Company and may be adopted using a modified prospective method or a modified retrospective method. The Company has not yet completed an analysis to quantify the exact impact the new standard will have on its future financial performance. The adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.
CDOOR CORP.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2005
(Unaudited)
2. Summary of Significant Accounting Policies (cont'd)
In March 2005, the FASB issued FASB Staff Position ("FSP") No.
46(R)-5, "Implicit Variable Interests under FASB Interpretation No.
("FIN") 46 (revised December 2003), Consolidation of Variable
Interest Entities" ("FSP FIN 46R-5"). FSP FIN 46R-5 provides
guidance for a reporting enterprise on whether it holds an implicit
variable interest in Variable Interest Entities ("VIEs") or
potential VIEs when specific conditions exist. This FSP is effective
in the first period beginning after March 3, 2005 in accordance with
the transition provisions of FIN 46 (Revised 2003), "Consolidation
of Variable Interest Entities -- an Interpretation of Accounting
Research Bulletin No. 51" ("FIN 46R"). The adoption of this standard
is not expected to have a material impact on the Company's results
of operations and financial position.
3. Other Assets
The components of other assets are as follows:
March 31,
2005
--------
Deferred offer costs $ 6,000
Patent properties (includes amortization of $735) 9,265
--------
$ 15,265
========
4. Patent Properties
In December 2004, the Company acquired 100% of the rights, title and
|
interest to a patent owned by one of the Directors of the Company. The Company is committed to payment of 10% of all royalties received for the exploitation of the patent. The cost of this patent is currently recorded on the books of the Company at its historical cost and is being amortized on a straight line basis over its remaining useful life of approximately 4 years.
5. Due to Stockholders
The amount represents advances from two stockholders to finance working capital. It is unsecured, non-interest bearing and due on demand.
CDOOR CORP.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2005
(Unaudited)
6. Capital Stock
Authorized
50,000,000 shares of common stock, par value $0.0001
March 31,
2005
-------
Issued and Outstanding
2,000,000 shares of common stock $ 200
=======
7. Commitments and Contingencies
|
The Company is committed to paying royalties based on 10% of all revenues received for the exploration of the patent as described in note 4.
CDOOR CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2005 AND CUMULATIVE
FROM INCEPTION (NOVEMBER 18, 2004) THROUGH JUNE 30, 2005
UNAUDITED
CONTENTS
Balance Sheet 1 Statements of Operations 2 Statements of Cash Flows 3 Notes to Financial Statements 4 - 7 |
CDOOR CORP.
(A Development Stage Company)
Balance Sheet
June 30, 2005
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 2,000
------------
Total Current Assets 2,000
Other Assets (note 3) 16,140
------------
Total Assets $ 18,140
============
LIABILITIES
Current Liabilities
Accrued liabilities $ 8,600
Due to stockholders (note 5) 2,000
------------
Total Current Liabilities 10,600
------------
Total Liabilities 10,600
------------
STOCKHOLDERS' EQUITY
Capital Stock (note 6) 200
Additional Paid-In Capital 11,800
Accumulated (Deficit) (4,460)
------------
Total Shareholders' Equity 7,540
------------
|
(The accompanying notes are an integral part of this financial statement)
CDOOR CORP.
(A Development Stage Company)
Statements of Operations
Six Months Ended June 30, 2005 and Cumulated
from Inception (November 18, 2004) Through June 30, 2005
Three Six November 18
Months Months 2004
Ended Ended (Inception) to
June 30, June 30, June 30
2005 2005 2005
-----------------------------------------------
(Unaudited) (Unaudited) (Unaudited)
Revenue $ -- $ -- $ --
-----------------------------------------------
Expenses
General and administrative -- -- 2,000
Professional fees -- 600 1,100
Amortization 625 1,250 1,360
-----------------------------------------------
Loss from Operations (625) (1,850) (4,460)
Provision for income taxes -- -- --
-----------------------------------------------
Net Loss $ (625) $ (1,850) $ (4,460)
===============================================
Loss per weighted average number of
shares outstanding - basic and diluted $ -- $ --
=============================
Weighted average number of shares outstanding
during the period - basic and diluted 2,000,000 2,000,000
=============================
|
(The accompanying notes are an integral part of this financial statement)
CDOOR CORP.
(A Development Stage Company)
Statements of Cash Flows
Six Months Ended June 30, 2005 and Cumulated
from Inception (November 18, 2004) Through June 30, 2005
Six November 18,
Months 2004
Ended (Inception) to
June 30, June 30,
2005 2005
------------------------------
(Unaudited) (Unaudited)
Cash Flows from Operating Activities
Net loss $ (1,850) $ (4,460)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization 1,250 1,360
Accrued liabilities 3,600 8,600
------------------------------
Net Cash Provided by Operating Activities 3,000 5,500
------------------------------
Cash Flows from Investing Activities
Deferred offering costs (3,000) (7,500)
------------------------------
Net Cash Used in Investing Activities (3,000) (7,500)
------------------------------
Cash Flows from Financing Activities
Issuance of common stock for cash -- 2,000
Advances from stockholders -- 2,000
------------------------------
Net Cash Provided by Financing Activities -- 4,000
------------------------------
Net Increase in Cash -- 2,000
Cash - beginning of period 1,000 --
------------------------------
Cash - end of period $ 1,000 $ 2,000
==============================
Supplemental Disclosures of Cash Flow Information
Interest and Income Taxes Paid
The company had no cash flows arising from
the following:
Cash paid for interest $ -- $ --
==============================
Cash paid for income taxes $ -- $ --
==============================
|
(The accompanying notes are an integral part of this financial statement)
CDOOR CORP.
(A Development Stage Company)
Condensed Notes to Financial Statements
June 30, 2005
(Unaudited)
1. Basis of Financial Statement Preparation and Going Concern
Basis of Financial Statement Presentation
The accompanying unaudited interim financial statements of CDoor Corp. ("the Company") have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.") ("GAAP") for financial information and the requirements of item 310 (b) of Regulation S-B. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments (consisting only of normal recurring adjustments), which, in the opinion of management, are necessary for a fair presentation of the results for the periods presented. The accounting policies used in the preparation of the unaudited financial statements are the same as those described in the Company's audited financial statements prepared in accordance with U.S. GAAP for the year period ended December 31, 2004. There have been no significant changes of accounting policy since December 31, 2004. The results from operations for the period are not indicative of the results expected for the full fiscal year or any future period. The unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2004.
Going Concern
The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has been in the development stage since its formation in November 2004 and has not yet realized any revenues from its planned operations. Planned principal activities have not yet begun.
The Company's ability to continue as a going concern is contingent upon its ability to secure financing, emerge from the research stage, complete product development and attain profitable operations.
At June 30, 2005, the Company had a working capital deficiency of $8,600 and incurred a loss of $625 for the three months period and a loss of $1,850 for the six months period. The Stockholders have agreed to pay expenses and advance funds as the Company requires until the Company can raise funds pursuant to an SB-2 Registration Statement to be filed with the United States Securities and Exchange Commission. Once the SB-2 Registration Statement is declared effective, Management plans to seek equity financing through a public offering of its common stock. The Company intends to raise $100,000 at $0.10 per share. There can be no assurance, however, that the Company will be successful in its capital formation activities, or if successful, that the amount raised will provide for revenues sufficient to sustain the operations of the Company.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
CDOOR CORP.
(A Development Stage Company)
Condensed Notes to Financial Statements
June 30, 2005
(Unaudited)
2. Summary of Significant Accounting Policies
The accounting policies of the Company are in accordance with U.S. GAAP and their basis of application is consistent with that of the previous period.
Recent Accounting Pronouncements
In November 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Accounting Standards ("SFAS") No. 151, "Inventory Costs, an amendment of the Accounting Review Board (ARB) No. 43, Chapter 4." This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing" to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS No. 151 requires that those items be recognized as a current-period charges. In addition, this statement requires that allocation of fixed production overheads to cost of conversion be based upon the normal capacity of the production facilities. The provisions of SFAS No. 151 are effective for inventory costs incurred in fiscal years beginning after June 15, 2005. The adoption of this standard is not expected to have a material impact on the Company's operations or financial position.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123R"). SFAS No. 123R requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of the employee services is recognized as compensation cost over the period that an employee provides service in exchange for the award. SFAS No. 123R will be effective January 1, 2006 for the Company and may be adopted using a modified prospective method or a modified retrospective method. The Company has not yet completed an analysis to quantify the exact impact the new standard will have on its future financial performance. The adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-Monetary Assets - an amendment of the Accounting Principles Board (APB) Opinion No. 29" (Statement 153). This statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.
CDOOR CORP.
(A Development Stage Company)
Condensed Notes to Financial Statements
June 30, 2005
(Unaudited)
2. Summary of Significant Accounting Policies (cont'd)
In March 2005, the FASB issued FASB Staff Position ("FSP") No.
46(R)-5, "Implicit Variable Interests under FASB Interpretation No.
("FIN") 46 (revised December 2003), Consolidation of Variable
Interest Entities" ("FSP FIN 46R-5"). FSP FIN 46R-5 provides
guidance for a reporting enterprise on whether it holds an implicit
variable interest in Variable Interest Entities ("VIEs") or
potential VIEs when specific conditions exist. This FSP is effective
in the first period beginning after March 3, 2005 in accordance with
the transition provisions of FIN 46 (Revised 2003), "Consolidation
of Variable Interest Entities -- an Interpretation of Accounting
Research Bulletin No. 51" ("FIN 46R"). The adoption of this standard
is not expected to have a material impact on the Company's results
of operations and financial position.
3. Other Assets
The components of other assets are as follows:
June 30,
2005
---------
Deferred offer costs $ 7,500
Patent properties (includes amortization of $1,360) 8,640
---------
$ 16,140
=========
4. Patent Properties
In December 2004, the Company acquired 100% of the rights, title and
|
interest to a patent owned by one of the Directors of the Company. The Company is committed to payment of 10% of all royalties received for the exploitation of the patent. The cost of this patent is currently recorded on the books of the Company at its historical cost and is being amortized on a straight line basis over its remaining useful life of approximately 4 years.
5. Due to Stockholders
The amount represents advances from two stockholders to finance working capital. It is unsecured, non-interest bearing and due on demand.
CDOOR CORP.
(A Development Stage Company)
Condensed Notes to Financial Statements
June 30, 2005
(Unaudited)
6. Capital Stock
Authorized
50,000,000 shares of common stock, par value $0.0001
June 30,
2005
--------
Issued and Outstanding
2,000,000 shares of common stock $ 200
========
7. Commitments and Contingencies
The Company is committed to paying royalties based on 10% of all revenues
|
received for the exploration of the patent as described in note 4.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
Our Certificate of Incorporation, as amended, provide to the fullest extent permitted by Delaware law, our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended, is to eliminate our right and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Certificate of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 25. Other Expenses of Issuance and Distribution.
The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:
Nature of Expense Amount
------------------ -----------
SEC Registration fee $ 11.77
Accounting fees and expenses 7,500.00*
Legal fees and expenses 3,500.00*
-----------
TOTAL $ 11,011.77
===========
------------
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* Estimated Expenses.
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Item 26. Recent Sales of Unregistered Securities.
The following sets forth information regarding all sales of our unregistered securities during the past three years. None of the holders of the shares issued below have subsequently transferred or disposed of their shares and the list is also a current listing of the Company's stockholders.
During the last three years, we have issued unregistered securities to the persons, as described below. None of these transactions involved any underwriters, underwriting discounts or commissions or any public offering, and we believe that each transaction was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, or Regulation D promulgated thereunder. All recipients had adequate access, through their relationships with us, to information about us.
On December 12, 2004 we sold 1,000,000 shares to each of Messrs. Krasney and Zwebner for cash payment to us of $2,000. We believe this issuance was deemed to be exempt under Regulation D and Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made only to accredited investors, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.
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Item 27. Exhibits
EXHIBIT NUMBER DESCRIPTION ------- ---------- 3.1 Articles of Incorporation of the Company 3.2 By-Laws of the Company 3.3 Form of Common Stock Certificate of the Company 5.1 Opinion of Legal Counsel 10.1 Assignment of patent rights to CDOOR Corporation 23.1 Consent of SF Partnership, LLP 23.2 Consent of legal counsel (see Exhibit 5.1) |
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Item 28. Undertakings.
The undersigned registrant hereby undertakes to:
(1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the 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) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and
(iii) Include any additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
(4) For purposes of determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time it was declared effective.
(5) For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorizes this registration statement to be signed on its behalf by the undersigned, in Jerusalem, Israel, on September 15, 2005.
CDOOR CORPORATION
Date: September 15, 2005 By: /s/ Lavi Krasney
----------------------------------------
Lavi Krasney
Chief Executive Officer
|
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
Name Title Date
---------------------------- ----------------------------- ----------------
/s/ Lavi Krasney Chief Executive Officer September 15, 2005
---------------------------- and Director
Lavi Krasney
/s/ Asher Zwebner Principal Accounting Officer September 15, 2005
---------------------------- Treasurer and Director
Asher Zwebner
|
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EXHIBIT NUMBER DESCRIPTION --------- ------------- 3.1 Articles of Incorporation of the Company 3.2 By-Laws of the Company 3.3 Form of Common Stock Certificate of the Company 5.1 Opinion of Legal Counsel 10.1 Assignment of patent rights to CDOOR Corp. 23.1 Consent of SF Partnership, LLP 23.2 Consent of legal counsel (see Exhibit 5.1) |
STATE OF DELAWARE
CERTIFICATE OF INCORPORATION
A STOCK CORPORATION
FIRST: The name of this corporation is CDoor Corp.
SECOND: Its registered office in the State of Delaware is to be located at 113
Barksdale Professional Center, Newark, Delaware, County of New Castle,
Zip Code 19711. The Registered agent in charge thereof is Delaware
Intercorp, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The amount of the total stock of this corporation is authorized to
issue is fifty million (50,000,000) shares (number of authorized
shares) with a par value of $0.0001 per share.
FIFTH: The name and mailing address of the incorporator are as follows:
Asher Zwebner
20 A Rechov Sharei Torah
Bayit Vegan
Jerusalem 96387
|
I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto executed this Certificate this 16th day of November, 2004.
By: /s/ Asher Zwebner
--------------------
Name: Asher Zwebner
|
CDOOR CORP.
* * * * *
BY-LAWS
* * * * *
A Delaware Corporation
ARTICLE I
OFFICES
Section 1.
The registered office of the Corporation in the State of Delaware shall be located in the City and State designated in the Certificate of Incorporation.
Section 2.
The corporation may also have offices at such other places both within and without the state of Delaware as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1.
All meetings of shareholders for the election of directors shall be held at such time and at such place, either within or without the State of Delaware, as may be fixed from time to time by the board of directors.
Section 2.
Annual meetings of shareholders, commencing with the year 2004, shall be held on the third Friday of April of each year if not a legal holiday, and if a legal holiday, then on the next secular day following, or at such other date as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote, a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3.
Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1.
Special meetings of shareholders may be held at such time and place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2.
Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the chairman or the president or vice president.
Section 3.
Written or printed notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of, the chairman or the president or vice president, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting.
Section 4.
The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.
Section 5.
After fixing a record date for a meeting, the officer who has charge of the
stock ledger of the Corporation, shall prepare an alphabetical list of the names
of all its shareholders entitled to notice of the meeting, arranged by voting
group with the address of and the number, class, and series, if any, of shares
held by each shareholder. The stock ledger shall be the only evidence as to who
are the shareholders entitled to examine the stock ledger, the list required by
Section 219 of the Delaware General Corporation Law or the books of the
Corporation, or to vote in person or by proxy at any shareholders' meeting.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1.
The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.
Section 2.
If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation.
Section 3.
Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.
Section 4.
The board of directors in advance of any shareholders' meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders' meeting may, and, on the request of any shareholder entitled to vote there-at, shall appoint one or the inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.
Section 5.
Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.
ARTICLE V
DIRECTORS
Section 1.
The first Board of Directors and all subsequent Boards of the Corporation shall consist of at least one person, unless and until otherwise determined by vote of a majority of the entire Board of Directors. Directors shall be at least eighteen years of age and need not be residents of the State of Delaware nor shareholders of he corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.
Section 2.
Any or all of the directors may be removed, with or without cause, at any time by the vote of the shareholders at a special meeting called for that purpose. Any director may be removed for cause by the action of the directors at a special meeting called for that purpose. If elected by cumulative voting, a director may be removed only by the shareholders and then only when the votes cast against his removal would not be sufficient to elect him if voted cumulatively at an election at which the same total number of votes were cast and the entire board or the entire class of directors of which he is a member were then being elected. If the director being removed was elected by the holders of the shares of any class or series he cannot be removed by the directors and may be removed only by the applicable vote of the holders of shares of that class or series, voting as a class.
Section 3.
Unless otherwise provided in the certificate of incorporation, newly created directorships resulting from an increase in the board of directors and all vacancies occurring in the board of directors, including vacancies caused by removal without cause, may be filled by the affirmative vote of a majority of the board of directors, however, if the number of directors then in office is less than a quorum then such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office. A director elected to fill a vacancy shall hold office until the next meeting of shareholders at which election of directors is the regular order of business, and until his successor shall have been elected and qualified.
A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.
Section 4.
The business affairs of the corporation shall be managed by its board of directos which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.
Section 5.
The compensation of the officers of the Corporation shall be fixed from time to time by the board of directors.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1.
Meetings of the board of directors, regular or special, may be held either within or without the State of Delaware.
Section 2.
The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.
Section 3.
Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place shall from time to time be determined by the board.
Section 4.
Special meetings of the board of directors may be called by the chairman or the president on eight (8) days notice to each director personally or by mail, or on two (2) days notice to each director by telegram, telefax, telecopier or telephone; special meetings shall be called by the chairman, the president or secretary in like manner and on like notice on the written request of two directors.
Section 5.
Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 6.
A majority of the directors shall constitute a quorum for the transaction of
business unless a greater or lesser number is required by law or by the
[certificate/articles of incorporation. The vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, unless the vote of a greater number is required by law or by
the [certificate of incorporation]. If a quorum shall not be present at any
meeting of directors, the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 7.
Unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if a consent in writing to the adoption of a resolution authorizing the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.
Section 8.
Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any equipment by means of which all persons participating in a meeting shall constitute presence in person at the meeting.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1.
The board of directors, by resolution adopted by a majority of the entire board, may designate, from among its members, an executive committee and other committees, each consisting of three or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the board, except as otherwise required by law.
Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.
ARTICLE VIII
NOTICES
Section 1.
Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, telefax, telecopier or telephone.
Section 2.
Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the [certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
Section 1.
The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer. The board of directors in its discretion may also elect a Chairman of the board of directors. The board of directors may also choose one or more vice-presidents, and one or more assistant secretaries and assistant treasurers.
Section 2.
The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, a secretary and a treasurer, none of whom need be a member of the board. Any two or more offices may be held by the same person, except the offices of president and secretary. When all the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices.
Section 3.
The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.
Section 4.
The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5.
The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
CHAIRMAN OF THE BOARD OF DIRECTORS
Section 6.
The Chairman of the board of directors shall be a director and shall preside at all meetings of the board of directors at which he shall be present, and shall have such power and perform such duties as may from time to time be assigned to him by the board of directors.
THE PRESIDENT
Section 7.
The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and, in the absence of the Chairman of the board of directors, the board of directors shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. He shall have the power to call special meetings of the stockholders or of the board of directors or of the Executive Committee at any time.
Section 8.
The President shall execute bonds, mortgages and other contracts, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 9.
The vice-president or, if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 10.
The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.
Section 11.
The assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 12.
The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section 13.
He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 14.
If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Section 15.
The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE X
CERTIFICATES FOR SHARES
Section 1.
The shares of the corporation shall be represented by certificates signed by the chairman or vice-chairman of the board or the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation. When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the board of directors to designate and fix the relative rights, preferences and limitations of other series.
Section 2.
The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.
LOST CERTIFICATES
Section 3.
The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.
TRANSFERS OF SHARES
Section 4.
Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5.
For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the adjourned meeting.
REGISTERED SHAREHOLDERS
Section 6.
The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
LIST OF SHAREHOLDERS
Section 7.
A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.
ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section 1.
Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in shares of the capital stock or in the corporations bonds or its property, including the shares or bonds of other corporations subject to any provisions of law and of the certificate of incorporation.
Section 2.
Before payment of any dividend, there may be set aside out of any Funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
CHECKS
Section 3.
All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 4.
The fiscal year of the corporation shall be fixed by resolution of the board of directors.
ARTICLE XII
ANENDMENTS
These by laws may be amended or repealed or new by laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by the vote of the holders of shares entitled to vote in the election of any directors, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.
ARTICLE XIII
No contract or transaction shall be void or void-able if such contract or transaction is between the Corporation and one or more of its Directors or Officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or Officers, are Directors or Officers, or have a financial interest, when such Director or Officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction or his/her votes are counted for such purpose, if:
(a) the material facts as to his/her relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(b) the material facts as to his/her relationship or relationships or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or
(c) the contract or transaction is fair as to the Corporation as of the time its is authorized, approved or ratified, by the board of directors, a committee or the shareholders. Such interested directors may be counted when determining the presence of a quorum at the board of directors or committee meeting authorizing the contract or transaction.
NUMBER SHARES
See Reverse for
Certain Definitions
Incorporated under the laws of the State of Delaware
CDOOR CORP.
$0.0001 Par Value
This is to certify that Lavi Krasney is the owner of one million (1,000,000) fully paid and non-assessable shares of the above Corporation transferable only on the books of the Corporation by the holder thereof in person or by a duly authorized Attorney upon surrender of this Certificate properly endorsed.
Witness, the seal of the Corporation and the signatures of its duly authorized officers.
Dated
----------------------- [SEAL] -------------------------
Exhibit 5.1 (1) Opinion of Michael S. Krome, Esq.
MICHAEL S. KROME, ESQ.
8 Teak Court
Lake Grove, New York 11755
(631) 737-8381
September 13, 2005
The Board of Directors
CDOOR Corporation
Gentlemen:
You have requested my opinion as counsel for Cdoor Corporation, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), and the Rules and regulations promulgated there under, of an aggregate of 1,000,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), pursuant to a Registration Statement on Form SB-2 (the "Registration Statement").
For purposes of this opinion, I have examined the Registration Statement filed with the Securities and Exchange Commission on or about the date hereof, including the prospectus, which is a part thereof (the "Prospectus") and the exhibits thereto. I have also been furnished with and have examined originals or copies, certified or otherwise identified to my satisfaction, of all such records of the Company, agreements and other instruments, certificates of officers and representatives of the Company, certificates of public officials and other documents as I have deemed it necessary to require as a basis for the opinions hereafter expressed.
In my examination I have assumed the genuineness of all signatures, the legal capacity of natural persons, the correctness of facts set forth in certificates, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or Photostatted copies, and the authenticity of the originals of such copies.
I am a member of the bar of the State of New York. My opinions below are based upon the laws of the State of New York, the General Corporation Law of the State of Delaware, including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws and the federal securities laws of the United States.
Based on the foregoing, it is my opinion that
1. The Company is a duly organized and validly existing corporation under the laws of the State of Delaware, with corporate power to conduct the business it conducts as described in the Registration Statement;
2. The Company has an authorized capitalization as set forth in the Registration Statement;
3. The securities set forth in the Registration Statement being offered for sale by the Company, at the time of sale, will be validly issued and are fully paid and non-assessable shares of common stock of Cdoor Corporation.
I consent to the filing of this opinion as an exhibit to the Registration Statement and consent to the use of my name under the caption "Legal Matters" in the Prospectus.
Sincerely,
/s/ Michael S. Krome, Esq. |
EXHIBIT 10.1
ASSIGNMENT AND SALE OF PATENT
WHEREAS, I, Asher Zwebner, hereinafter called "ASSIGNOR", residing at 20A Rehov Shareit Orah, Bayit Vegan, Jerusalem, 96387, did obtain a United States Patent for an improvement in automobile safety known as the Car Door Safety Feature No. 5074073, dated December 24, 1991 ("PATENT");
AND WHEREAS, I am now the sole owner of the PATENT and hereby represent and warrant that I have the full right to convey the entire interest herein assigned, and that I have not executed, and will not execute, any agreement in conflict herewith;
AND WHEREAS Cdoor Corp., a Delaware corporation, together with any successors, legal representatives or assigns thereof, called "ASSIGNEE" is desirous to acquire the entire right, title and interest in and to the PATENT.
NOW, THEREFORE, in consideration of good and valuable consideration in the form of ten percent (10%) of all income received by the ASIGNEE for the exploitation of the PATENT, I, the Assignor, by these presents do sell, assign, transfer and set over, and do hereby unconditionally and irrevocably sell, assign, transfer and set over to ASSIGNEE the entire right, title and interest in and to said PATENT aforesaid; the same to be held and enjoyed by the said ASSIGNEE for his own use and benefit, to the full end of the term for which said PATENT is granted, as fully and entirely as the same would have been held by me had this assignment and sale not been made.
IN TESTIMONY WHEREOF, this Assignment is effective as of the date set forth below (the "Effective Date").
I hereunto set my hand this 15th day of December, 2004
Name : Asher Zwebner - Assignor. /s/ Asher Zwebner
Cdoor Corp, Inc - Assignee /s/ Asher Zwebner
/s/ Lavi Krasney
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CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of Cdoor Corp.
We hereby consent to the incorporation by reference, in this Registration Statement on Form SB - 2 of CDoor Corp., of our report dated August 15, 2005 relating to the financial statements of Cdoor Corp. for the period from November 18, 2004 (Inception) through December 31, 2004.
SF Partnership, LLP Chartered Accountants
Toronto, Canada
September 12, 2005