Nevada
|
7371
|
27-4841391
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
x
|
Title of Each Class Of
Securities to be Registered
|
Amount to be
Registered (1)
|
Proposed
Maximum
Aggregate
Offering Price
per share (2)
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount of
Registration fee
|
||||||||||||
Common Stock, $0.00001 par value per share
|
1,033,000 | $ | $0.01 | $ | 10,330 | $ | 1.18 |
|
(1)
|
This Registration Statement covers the resale by our selling shareholders of up to 1,033,000 shares of common stock previously issued to such selling shareholders.
|
|
(2)
|
The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.01 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the Over-the-Counter Bulletin Board (the “OTCBB”), at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved.
|
PAGE
|
||
Prospectus Summary
|
3 | |
Summary of Financial Information
|
4 | |
Risk Factors
|
5 | |
Use of Proceeds
|
10 | |
Determination of Offering Price
|
10 | |
Dilution
|
11 | |
Selling Shareholders
|
11 | |
Plan of Distribution
|
12 | |
Description of Securities to be Registered
|
13 | |
Interests of Named Experts and Counsel
|
14 | |
Description of Business
|
14 | |
Description of Property
|
18 | |
Legal Proceedings
|
18 | |
Market for Common Equity and Related Stockholder Matters
|
19 | |
Management Discussion and Analysis of Financial Condition and Results of Operation
|
19 | |
Plan of Operation
|
20 | |
Executive Compensation
|
24 | |
Security Ownership of Certain Beneficial Owners and Management
|
25 | |
Transactions with Related Persons, Promoters and Certain Control Persons
|
26 | |
Disclosure of Commission Position on Indemnification of Securities Act Liabilities
|
26 |
Common stock offered by selling security holders
|
1,033,000 shares of common stock. This number represents 1.56% of our current outstanding common stock
|
|
Common stock outstanding before the offering
|
66,033,000 common shares as of January 19, 2012.
|
|
Common stock outstanding after the offering
|
66,033,000 shares.
|
|
Terms of the Offering
|
The selling security holders will determine when and how they will sell the common stock offered in this prospectus.
|
|
Termination of the Offering
|
The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or any other rule of similar effect.
|
|
Use of proceeds
|
We will not receive any proceeds from the sale of the shares of common stock offered by the Selling Security Holders.
|
|
Risk Factors
|
The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 5.
|
|
·
|
Increase awareness of our brand name;
|
|
·
|
Develop effective business plan;
|
|
·
|
Meet customer standard;
|
|
·
|
Implement advertising and marketing plan;
|
|
·
|
Attain customer loyalty;
|
|
·
|
Maintain current strategic relationships and develop new strategic relationships;
|
|
·
|
Respond effectively to competitive pressures;
|
|
·
|
Continue to develop and upgrade our service; and
|
|
·
|
Attract, retain and motivate qualified personnel.
|
Name
|
Shares
Beneficially
Owned Prior To
Offering(1)
|
Shares to
be Offered
|
Amount Beneficially
Owned After
Offering (2)
|
Percent
Beneficially
Owned
After
Offering
|
||||||||||||
Franscisco Aldaco
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Lisa Angarano
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
David Blake
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
William Forhan
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Barbara Busch
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Connie Van Curren
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Jeremiah Chiacchai
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
James Christie
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Alan Deutsch
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Louis Diaz
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Louis M. Diaz
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
James Doulgeris
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Denise Doulgeris
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
David Dreslin
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Robert Dudenhoefer
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Angela Dudenhoefer
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Jan Franklin
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Darren Griffin
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Russell Hill
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Sonny Matta
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Lee Pemberton
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Nancy Pemberton
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Jody Reed
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Robert Rohr
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Thomas Flood
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Laura Flood
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Jean Shagena
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Victoria Sheaffer
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Wanda Snyder
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Brandon Stevens
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Eric Voorheis
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
David E. Werner
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Patricia Sue Werner
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Edward G Mass Jr.
|
1,000,000 | 1,000,000 | 0 | 0 | % |
|
·
|
ordinary brokers transactions, which may include long or short sales;
|
|
·
|
transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading;
|
|
·
|
through direct sales to purchasers or sales effected through agents;
|
|
·
|
through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise);
|
|
·
|
any combination of the foregoing; or
|
|
·
|
any other method permitted pursuant to applicable law.
|
1)
|
Website Development, Design and Maintenance:
We tailor and customize each websites design to the individual clients needs with the ability to fully integrate business needs as they arise.
|
2)
|
Creative Writing and Graphics:
Provide clients with creative prose to articulate their message to the right target audience. Create graphics to “tell the story” and deliver a powerful message to customers.
|
3)
|
Website Analysis and Marketing:
Analysis and testing of client website based on industry standards for the form and content on the site. Once the website is analyzed, we recommend and develop marketing tools and analytics for the client to reach their targeted customer.
|
4)
|
Virtual Tours:
Creative audio/visual video tours of products, facilities and operations. Creates a unique sales tool – instead of sending out a brochure as a flat picture, clients can show their business/products as they are operating.
|
5)
|
Search Engine Optimization (“SEO”):
The process of improving a client’s website-visibility in an unpaid web search result, such as Google. We develop the SEO as part of the marketing campaign in the beginning of the project by developing code and keywords in the programming to make it more search-friendly. The more frequently a site appears in the search results, the more visitors it will receive from the search engine’s results.
|
6)
|
E-Commerce Development:
Based on the growth of on-line buying habits we offer e-commerce solutions from E-Bay store fronts to database development and deployment. These are customized based on the client’s products and the needs of their consumers.
|
7)
|
Ancillary Business Services – Marketing and Operational Consulting:
These services are offered because they can be used to establish and maintain a strong residual income and it affords us the ability to package together services from various providers and expand our range of small business services and lock-in long term client relationships.
|
|
1)
|
Custom Web Site:
|
|
·
|
Complete custom web design
|
|
·
|
Unlimited revisions
|
|
·
|
Multiple initial design concepts to choose from
|
|
·
|
Search engine friendly web site
|
|
·
|
Full service - design, hosting and help all in one place if needed
|
|
·
|
Price $499
|
|
2)
|
Content Management Web Site:
|
|
·
|
CMS website (Content Management System)
|
|
·
|
Complete custom web design
|
|
·
|
Expandable – additional pages as needed
|
|
·
|
Unlimited revisions
|
|
·
|
Ease of managing the website yourself - No design knowledge required to maintain
|
|
·
|
Multiple initial design concepts to choose from
|
|
·
|
Search engine friendly web site, including Marketing Blog
|
|
·
|
Allows visitors to search the content of your website with a user friendly search feature
|
|
·
|
Unlimited linking to your social networking websites such as Facebook and Twitter
|
|
·
|
Full service - design, hosting and help all in one place if needed
|
|
·
|
Price - $799
|
|
3)
|
Content Management and E-Commerce Web Site:
|
|
·
|
CMS website (Content Management System)
|
|
·
|
Complete custom web design
|
|
·
|
Expandable – additional pages as needed
|
|
·
|
Unlimited revisions
|
|
·
|
Ease of managing the website yourself - No design knowledge required to maintain
|
|
·
|
Multiple initial design concepts to choose from
|
|
·
|
Search engine friendly web site, including Marketing Blog
|
|
·
|
Allows visitors to search the content of your website with a user friendly search feature
|
|
·
|
Unlimited linking to your social networking websites such as Facebook and Twitter
|
|
·
|
Allows you to sell an unlimited number of products
|
|
·
|
Product Search Feature
|
|
·
|
Allows you to sell downloadable products
|
|
·
|
Integrated Shipping with USPS and UPS (Fed Ex Module available at $25)
|
|
·
|
Inventory Control
|
|
·
|
Integrated payment modules such as Authorize.net & PayPal
|
|
·
|
Easy self updateable products/categories.
|
|
·
|
Full service - design, hosting and help all in one place if needed
|
|
·
|
Price $1,799
|
|
4)
|
Website Hosting
: Depending on the type and size of the website, the price for hosting can vary greatly. The average cost of hosting for most clients is $35 per month.
|
|
5)
|
Ancillary Creative Services
: We charge a set fee of $79 per hour billed in 15 minute increments. We also offer set services on a monthly subscription customized to the client’s business. Below is a list of some of the other services available:
|
From Inception
(February 8, 2011)
through
September 30, 2011
|
||||
Cash at beginning of period
|
$ | 0 | ||
Net cash used in operating activities
|
(14,850 | ) | ||
Net cash used in investing activities
|
0 | |||
Net cash provided by financing activities
|
60,510 | |||
Cash at end of period
|
$ | 45,660 |
NAME
|
AGE
|
POSITION
|
OFFICER AND/OR DIRECTOR SINCE
|
|||
James Christie
|
43
|
Chief Executive Officer, President and Director
|
February 2011
|
|||
Leslie Toups
|
44
|
Director
|
February 2011
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-
Qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Totals
($)
|
|||||||||||||||||||||||||
James Christie
|
2011
|
$ | 0 | 0 | 0 | 0 | 0 | 0 | 0 | $ | 0 | |||||||||||||||||||||||
Chief Executive Officer
|
||||||||||||||||||||||||||||||||||
Leslie Toups
|
2011
|
$ | 0 | 0 | 0 | 0 | 0 | 0 | 420 | $ | 420 | |||||||||||||||||||||||
Founder/ Director
|
Name
|
Number of
Shares
Beneficially
Owned
|
Percent of
Class
|
||||||
Leslie Toups(1)
13799 Park Blvd., Suite 147,
Seminole, FL 33776
|
60,000,000 | 90.86 | % | |||||
Edward G. Mass Jr.
2323 State Road 580
Clear Water FL, 33761
|
6,000,000 | 9.09 | % | |||||
James Christie
13799 Park Blvd., Suite 147,
Seminole, FL 33776
|
1,000 | 0.001 | % | |||||
All Executive Officers and Directors as a group (2)
|
99.951 | % | ||||||
Total
|
66,001,000 |
(1)
|
Based on 66,033,000 shares of common stock outstanding as of January 19, 2012 . Leslie Toups is the director of the Company and owns 90.86% of the outstanding stock, none of which is being registered for resale in this prospectus.
|
FINANCIAL STATEMENTS
|
||
PAGE
|
F-2
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
PAGE
|
F-3
|
BALANCE SHEETS AS OF SEPTEMBER 30, 2011
|
PAGE
|
F-4
|
STATEMENTS OF OPERATIONS FOR THE PERIOD FROM INCPETION (FEBRUARY 8, 2011) TO SEPTEMBER 30, 2011,
|
PAGE
|
F-5
|
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM INCPETION (FEBRUARY 8, 2011) TO SEPTEMBER 30, 2011
|
PAGE
|
F-6
|
STATEMENTS OF CASH FLOWS FOR THE PERIODFROM INCPETION (FEBRUARY 8, 2011) TO SEPTEMBER 30, 2011
|
PAGE
|
F-7
|
NOTES TO FINANCIAL STATEMENTS
|
From Inception
|
||||
( February 8,
|
||||
2011) Through
|
||||
September 30,
|
||||
2011
|
||||
(Audited)
|
||||
REVENUES
|
$ | - | ||
OPERATING EXPENSES
|
||||
Consulting fees
|
12,420 | |||
Professional fees
|
2,100 | |||
General and administrative
|
1,050 | |||
Total Operating Expenses
|
15,570 | |||
LOSS FROM OPERATIONS
|
(15,570 | ) | ||
NET LOSS
|
$ | (15,570 | ) | |
BASIC LOSS PER COMMON SHARE
|
$ | (0.00 | ) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC
|
65,961,692 |
Deficit
|
||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
During the
|
Total
|
||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Paid-In
|
Development
|
Stockholders'
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||||||||
Balance at inception, February 8, 2011
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Issuance of common stock on February 8, 2011 (60,000,000 Issued at cash price of $0.000003 per share for a total value of $180 and for services for a total value of $420)
|
60,000,000 | 600 | - | 600 | ||||||||||||||||||||||||
Issuance of common stock on February 10, 2011 for cash at a price of $0.01 per share
|
6,000,000 | 60 | 59,940 | 60,000 | ||||||||||||||||||||||||
Issuance of common stock in June 2011 for cash at a price of $0.01 per share
|
33,000 | - | 330 | 330 | ||||||||||||||||||||||||
Net Loss for the period from inception to September 30, 2011
|
(15,570 | ) | (15,570 | ) | ||||||||||||||||||||||||
Balance, September 30, 2011
|
- | $ | - | 66,033,000 | $ | 660 | $ | 60,270 | $ | (15,570 | ) | $ | 45,360 |
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
September 30,
2011
|
||||
Income tax expense at statutory rate
|
$ | (5,790 | ) | |
Net deferred tax asset
|
5,790 | |||
Income tax expense per books
|
$ | - |
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
September 30,
2011
|
||||
NOL carryover
|
$ | 5,790 | ) | |
Valuation allowance
|
(5,790 | ) | ||
Net deferred tax asset
|
$ | - |
2.
|
GOING CONCERN
|
3
|
STOCKHOLDERS’ EQUITY
|
|
·
|
Preferred stock, $0.00001 par value, 20,000,000 shares authorized 0 shares issued and outstanding.
|
|
·
|
Common Stock, $0.00001 par value, 250,000,000 shares authorized 66,033,000 shares issued and outstanding.
|
|
·
|
On February 8, 2011, the Company entered into an agreement with one of its founders for the sale of 60,000,000 shares of common stock at a price of $0.0000003 per share. The Company realized $180 from this subscription and $420 was realized towards the services rendered to the Company by the founding member.
|
|
·
|
On February 10, 2011, we entered into an agreement with one investor for the sale of 6,000,000 shares of common stock at a price of $0.01 per share. The Company realized $60,000 from these subscriptions.
|
|
·
|
In June 2011, the Company entered into an agreement for the sale of 33,000 shares at a price of $0.01 per share to 33 different investors. The Company realized $330 from these subscriptions.
|
4
|
SUBSEQUENT EVENT
|
Securities and Exchange Commission registration fee
|
$ | 1.25 | ||
Transfer Agent Fees
|
$ | 500 | ||
Accounting fees and expenses
|
$ | 5,000 | ||
Legal fees and expense
|
$ | 25,000 | ||
Total
|
$ | 30,501.25 |
|
(1)
|
At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.
|
|
(2)
|
Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.
|
|
(3)
|
The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.
|
|
(4)
|
None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
3.1
|
Articles of Incorporation*
|
|
3.2
|
Bylaws*
|
|
5.1
|
Opinion of Lucosky Brookman LLP*
|
|
10.1
|
Employment Agreement, dated December 1, 2011, by and between the Company and James Christis*
|
|
23.1
|
Consent of De Joya Griffith & Company, LLC*
|
|
23.2
|
Consent of Counsel (included in exhibit 5.1)
|
ANGLESEA ENTERPRISES, INC.
|
||
By:
|
/s/ James Christie
|
|
Name:
|
James Christie
|
|
Title:
|
Chief Executive Officer
|
Signature
|
Title(s)
|
Date
|
||
/s/ James Christie
|
Principal Executive Officer, Principal Accounting Officer,
|
January 24, 2012
|
||
James Christie
|
Chairman, Secretary, Treasurer
|
|
|||
January 19, 2012
|
|||
Anglesea Enterprises, Inc.
13799 Park Blvd., Suite 147
Seminole, FL 33776
|
|||
Re:
|
Anglesea Enterprises, Inc.
Registration Statement on Form S-1
|
1.
|
EMPLOYMENT
|
2.
|
TERM
|
3.
|
COMPENSATION
|
Page 1
|
Executive: _____
|
Company: _____
|
4.
|
DUTIES
|
5.
|
EXTENT OF SERVICES
|
Page 2
|
Executive: _____
|
Company: _____
|
6.
|
BENEFITS AND EXPENSES
|
7.
|
TERMINATION; DISABILITY; RESIGNATION; TERMINATION WITHOUT CAUSE
|
Page 3
|
Executive: _____
|
Company: _____
|
Page 4
|
Executive: _____
|
Company: _____
|
Page 5
|
Executive: _____
|
Company: _____
|
Page 6
|
Executive: _____
|
Company: _____
|
Page 7
|
Executive: _____
|
Company: _____
|
Page 8
|
Executive: _____
|
Company: _____
|
Page 9
|
Executive: _____
|
Company: _____
|
Page 10
|
Executive: _____
|
Company: _____
|
Page 11
|
Executive: _____
|
Company: _____
|
ANGLESEA ENTERPRISES, INC
|
||
By:
|
/s/ James Christie
|
|
Name: James Christie
|
||
Title: President
|
EXECUTIVE
|
||
/s/ James Christie | ||
James Christie |
Page 12
|
Executive: _____
|
Company: _____
|