SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ON THE MOVE SYSTEMS CORP.
(Name of Small Business Issuer in its Charter)
Florida |
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4931 |
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27-2343603 |
(State or Other Jurisdiction
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(Primary Standard Industrial Classification Code) |
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(IRS Employer Identification #) |
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John B. Crawford |
7674 37th Street Circle East |
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7674 37th Street Circle East |
Sarasota, FL 34243 |
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Sarasota, FL 34243 |
941-586-3938 |
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941-586-3938 |
941-966-0166 (FAX) |
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941-966-0166 (FAX) |
(Address and telephone of
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(Name, address and telephone number
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Please send copies of all correspondence to:
William L. MacDonald
Macdonald Tuskey Corporate & Securities Lawyers
Suite #1210, 777 Hornby Street, Vancouver, B.C., V6Z 1S4, Canada
Telephone: (604) 648-1670, Facsimile: (604) 681-4760
Approximate date of proposed sale to the public: After this registration statement becomes effective
If the securities being registered herein will be sold by the security shareholders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933 please 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 effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b2 of the Exchange Act.
Large accelerated filer |
[ ] |
Accelerated filer |
[ ] |
Non-accelerated filer |
[ ] |
Smaller Reporting Company |
[X] |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered (3) |
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Amount to be Registered |
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Proposed Maximum Offering Price Per Unit (1) |
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Proposed Maximum Aggregate Offering Price |
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Amount of Registration Fee (2) |
Common Stock by Company par value $0.0001 |
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3,500,000 |
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$0.015 |
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$52,500 |
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$3.74 |
(1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) of the Securities Act of 1933.
(3) An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.
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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. 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.
PROSPECTUS
ON THE MOVE SYSTEMS CORP.
3,500,000 SHARES OF COMMON STOCK
Prior to this registration, there has been no public trading market for the common Stock of ON THE MOVE SYSTEMS CORP. ("OTMSC", the "Company", "us", "we", "our") and it is not presently traded on any market or securities exchange. 3,500,000 shares of common stock are being offered for sale by the Company to the public.
The offering of the 3,500,000 shares is a "best efforts" offering, which means that our director and officers will use his best efforts to sell the common stock and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $0.015 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering. This offering will continue for the earlier of: (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 3,500,000 shares registered hereunder have been sold. We may at our discretion extend the offering for an additional 90 days. Proceeds from the sale of the shares will be used to fund the initial stages of our business development. This offering will end no later than six (6) months from the offering date. The offering date is the date by which this registration statement becomes effective. This is a direct participation offering since we, and not an underwriter, are offering the stock.
SHARES OFFERED BY COMPANY |
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PRICE TO PUBLIC |
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SELLING AGENT COMMISSIONS |
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PROCEEDS TO THE COMPANY |
Per Share |
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$0.015 |
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Not applicable |
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$0.015 |
Minimum Purchase |
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None |
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Not applicable |
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Not applicable |
Total (3,500,000 shares) |
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$52,500 |
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Not applicable |
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$52,500 |
Neither the Securities and Exchange Commission nor any state regulatory authority has approved or disapproved of these securities, endorsed the merits of this offering, or determined that this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
AN INVESTMENT IN OUR SECURITIES IS SPECULATIVE. INVESTORS SHOULD BE ABLE TO AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THESE SECURITIES AND WE SHALL NOT SELL ANY OF THESE SECURITIES IN ANY STATE WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER SUCH STATE'S SECURITIES LAWS.
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus.
THE DATE OF THIS PROSPECTUS IS ______________, 2010
The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.
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TABLE OF CONTENTS |
PAGE NO. |
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SUMMARY OF OUR OFFERING |
5 |
BUSINESS SUMMARY |
6 |
SUMMARY OF OUR FINANCIAL INFORMATION |
7 |
RISK FACTORS |
8 |
USE OF PROCEEDS |
16 |
DETERMINATION OF OFFERING PRICE |
17 |
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES |
17 |
PLAN OF DISTRIBUTION |
18 |
DESCRIPTION OF SECURITIES |
19 |
INTEREST OF NAMED EXPERTS AND COUNSEL |
20 |
BUSINESS DESCRIPTION |
21 |
DESCRIPTION OF PROPERTY |
24 |
LEGAL PROCEEDINGS |
24 |
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
25 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF |
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
25 |
CHANGES IN AND DISAGREEMENTS WITH |
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ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
30 |
CODE OF BUSINESS CONDUCT AND ETHICS |
30 |
MANAGEMENT |
31 |
CONFLICTS OF INTEREST |
32 |
COMMITTEES OF THE BOARD OF DIRECTORS |
32 |
EXECUTIVE COMPENSATION |
37 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS |
36 |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
36 |
DISCLOSURE OF COMMISSION'S POSITION ON |
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INDEMNIFICATION FOR SECURITIES ACT LIABILITIES |
37 |
REPORTS TO SECURITY HOLDERS |
37 |
WHERE YOU CAN FIND MORE INFORMATION |
37 |
STOCK TRANSFER AGENT |
38 |
FINANCIAL STATEMENTS |
F-1 |
Management Certification |
l |
Net Income Per Common Share |
l |
Revenue and Cost Recognition |
l |
DEALER PROSPECTUS DELIVERY OBLIGATION
Until a date, which is 90 days after the date of this prospectus, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
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SUMMARY INFORMATION
This Prospectus, and any supplement to this Prospectus include "forward-looking statements". To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as "intends", "anticipates", "believes", "estimates", "projects", "forecasts", "expects", "plans" and "proposes". Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the "Risk Factors" section beginning on Page 8 of this Prospectus and the "Management's Discussion and Analysis of Financial Position and Results of Operations" section elsewhere in this Prospectus.
This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including "Risk Factors" beginning on Page 8, and the consolidated financial statements, before making an investment decision.
All dollar amounts refer to US dollars unless otherwise indicated.
OUR OFFERING
We have 9,000,000 shares of common stock issued and outstanding. Through this offering we will register 3,500,000 shares of common stock for offering to the public. These shares represent additional common stock to be issued by us. We may endeavor to sell all 3,500,000 shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $0.015 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of the common stock.
Securities being offered by the Company. |
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3,500,000 shares of common stock, par value $0.0001 offered by us in a direct offering. |
Offering price per share |
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We are offering the 3,500,000 shares of our common stock at $0.015. |
Number of shares outstanding before the offering of common shares |
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9,000,000 common shares are currently issued and outstanding. |
Number of shares outstanding after the offering of common shares |
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12,500,000 common shares will be issued and outstanding if we sell all of the shares that we are offering. |
The minimum number of shares to be sold in this offering |
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None. |
Market for the common shares |
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There is no public market for the common shares. The price per share is $0.015. We may not be able to meet the requirement for a public listing or quotation of our common stock. Further, even if our common stock is quoted or granted listing, a market for the common shares may not develop. The offering price for the shares will remain $0.015 per share for the duration of the offering. |
Use of Proceeds |
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We will receive all proceeds from the sale of the common stock and intends to use the proceeds from this offering, to begin implementing the business and marketing plan. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $10,000.00 are being paid for by us. |
Termination of the Offering |
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This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 3,500,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. In any event, the offering will end within six months of this Registration Statement being declared effective. |
Terms of the Offering |
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Our sole officer and director will sell the common stock upon effectiveness of this registration statement on a BEST EFFORTS basis. |
You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted.
BUSINESS SUMMARY
We are a development-stage company, incorporated in the State of Florida on March 25, 2010, as a for-profit company, and electing a fiscal year end of February 28. Our business and registered office is located at 7674 37th Street Circle East, Sarasota, FL 34243. Our telephone number is 941-586-3938
We intend to provide mobile electronic services, and install after market electronic and audio/video upgrades, for auto, recreational vehicle and boat dealerships, government agencies as well as individual consumers. We expect to create relationships with the specified dealerships and provide on-site upgrades for vehicles purchased by their clients.
A small quantity of these electronic systems products are intended to be inventoried in our warehouse and the majority are intended to be drop shipped by our suppliers to us, for installation to our customers.
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We intend to provide automotive, recreational vehicle and boat dealerships with electronic accessories and installation that creates personalization options for purchasers of their vehicle inventory. We hope that the OTMSC service will allow dealerships to order models with fewer options from their manufacturers, therefore reducing dealership vehicle inventory costs. This also allows the dealerships customers to be able to create their own personalized electronic system for their vehicles. It is intended that the OTMSC service will be accomplished on-site at the dealerships location.
Mr. John B Crawford intends to utilize his 18 years of mobile electronic accessory sales and installation experience by using the latest technology for dealerships, government agencies and individuals. He intends to frequently attend electronic trade shows to keep up with the latest technology.
OTMSC intends to provide services to other industries such as Federal, State, City and County Government Agencies requiring electronic modifications to their vehicles (Police, Fire, EMS, Construction, Security) and others.
If we raise sufficient capital, we intend to expand our business to multiple locations in Florida, Georgia and the Carolinas once our first intended pilot facility in Sarasota, Florida is established.
We intend to market, and sell our services by advertising, promoting, networking, direct sales calls to dealerships, government agencies and individual consumers. We intend to exhibit at regional auto, recreational vehicle and boat shows. We intend to develop a website to market our services to potential customers.
SUMMARY OF OUR FINANCIAL INFORMATION
The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the "Management's Discussion and Analysis of Financial Position and Results of Operations" section and the accompanying financial statements and related notes included elsewhere in this Prospectus.
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PERIOD FROM INCEPTION ON
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Revenue |
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$ |
- |
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Expenses |
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$ |
- |
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Net Profit (Loss) |
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$ |
- |
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Net Profit (Loss) per share |
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$ |
0.00 |
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AS AT MAY 31, 2010
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Working Capital (Deficiency) |
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$ |
9,000 |
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Total Assets |
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$ |
9,000 |
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Total Current Liabilities |
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$ |
- |
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As indicated in the financial statements accompanying this prospectus, we have had no revenue to date and have incurred only losses since inception. We have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock as the sole source of funds for our future operations.
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RISK FACTORS
Please consider the following risk factors and other information in this prospectus relating to our business and prospects before deciding to invest in our common stock.
This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our common stock.
Risks Related to our Business, resulting in the complete loss of your investment
WE ARE A NEW COMPANY WITH NO OPERATING HISTORY AND WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.
We are a development stage company formed recently to carry out the activities described in this prospectus and thus have only a limited operating history upon which an evaluation of its prospectus can be made. We were incorporated on March 25, 2010 and to date have been involved primarily in the development of our business plan. We have limited business operations. Thus, there is no internal or industry-based historical financial data upon which to estimate our planned operating expenses.
We expect that our results of operations may also fluctuate significantly in the future as a result of a variety of market factors including, among others, the entry of new competitors offering a similar service; the availability of motivated and qualified personnel; the initiation, renewal or expiration of our customer base; pricing changes by us or our competitors, specific economic conditions in the auto, recreational vehicles, boat industry and general economic conditions. Accordingly, our future sales and operating results are difficult to forecast.
As of the date of this prospectus, we have earned no revenue. Failure to generate revenue will cause us to go out of business, which could result in the complete loss of your investment.
BECAUSE OUR CURRENT SOLE CHIEF EXECUTIVE OFFICER AND DIRECTOR DOES NOT HAVE SIGNIFICANT EXPERIENCE IN STARTING A MOBILE ELECTRONICS AND INTALLATION COMPANY AND WE LACK CUSTOMERS AS WELL AS SUPPLIERS, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
Although our sole Officer and Director has extensive business experience, he does not have experience in developing a new company. Additionally, we currently have no contracts or agreements with customers for our services or suppliers of the products we intend to install. Therefore, without this experience, contracts or suppliers, our management's business experience may not be enough to effectively start-up and maintain our company. As a result, the implementation of our business plan may be delayed, or eventually, unsuccessful.
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BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
Due to the fact we are small and do not have much capital, we must limit our marketing activities to potential customers having the likelihood of purchasing our products. We intend to generate revenue through the sale of our services.
Because we will be limiting the scope of our marketing activities, we may not be able to generate enough sales to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.
OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH COULD NEGATIVELY AFFECT OUR PROFIT.
Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from future equity sales; the level of commercial acceptance by dealerships and consumers of our services; fluctuations in the demand for mobile electronic services; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure and general economic conditions.
If realized, any of these risks could have a material adverse effect on our business, financial condition and operating results.
OUR SOLE CHIEF EXECUTIVE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO OUR OPERATIONS, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN BUSINESS FAILURE.
Mr. John B Crawford, our sole Officer and Director, has other outside business activities and is devoting approximately 10-25 hours per week to our operations. Our operations may be sporadic and occur at times which are not convenient to Mr. John B Crawford, which may result in periodic interruptions or suspensions of our business plan. Such delays could have a significant negative effect on the success of the business.
KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS.
Because we are entirely dependent on the efforts of our sole Officer and Director, his departure or the loss of other key personnel in the future, could have a material adverse effect on the business. We believe that all commercially reasonable efforts have been made to minimize the risks attendant with the departure by key personnel from service.
However, there is no guarantee that replacement personnel, if any, will help the Company to operate profitably. We do not maintain key person life insurance on our sole Officer and Director.
IF OUR COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO OUR SHAREHOLDERS.
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In the event of the dissolution of our company, the proceeds realized from the liquidation of our assets, if any, will be used primarily to pay the claims of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from.
IF WE ARE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR PRODUCTS AND SERVICES OR ESTABLISH A SIGNIFICANT MARKET PRESENCE, WE MAY BE UNABLE TO GENERATE SUFFICIENT REVENUE TO CONTINUE OUR BUSINESS.
Our growth strategy is substantially dependent upon our ability to market our services successfully to prospective dealerships and individuals. However, our planned services may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. Failure of our services to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions and the results of our operations.
MANAGEMENT'S ABILITY TO IMPLEMENT THE BUSINESS STRATEGY MAY BE SLOWER THAN EXPECTED AND WE MAY BE UNABLE TO GENERATE A PROFIT.
Our plans include obtaining business from dealerships, (auto recreational vehicle, boat and individual consumers) which may not occur. Our growth strategy is subject to significant risks which you should carefully consider before purchasing the shares we are offering.
Although we plan on executing our services carefully, the services may be slow to achieve profitability, or may not become profitable at all, which will result in losses. There can be no assurance that we will succeed.
We may be unable to enter into our intended markets successfully. The factors that could affect our growth strategy include our success in(a) obtaining orders from consumers (auto, recreational vehicle, boat dealierships, individual consumers and through our anticipated E-commerce website), (b) obtaining adequate financing on acceptable terms, and (c) adapting our internal controls and operating procedures to accommodate our future growth.
Our systems, procedures and controls may not be adequate to support the expansion of our business operations. Significant growth will place managerial demands on all aspects of our operations. Our future operating results will depend substantially upon our ability to manage changing business conditions and to implement and improve our technical, administrative and financial controls and reporting systems.
IF WE ARE UNABLE TO MANAGE OUR FUTURE GROWTH OUR BUSINESS COULD BE HARMED.
If the Company experiences significant growth in the foreseeable future, its growth may place a significant strain on management, financial, operating and technical resources. Failure to manage growth effectively could have a material adverse effect on the Company's financial condition or the results of its operations.
Since inception on March 25, 2010 to May 31, 2010, we have not spent any money on start-up costs. We have not generated any revenue from business operations. All proceeds currently held by us are the result of the sale of common stock to its officer.
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OUR SERVICES MAY NOT BE ABLE TO ESTABLISH THEMSELVES IN THE MARKET AND WE MAY BE UNABLE TO ATTRACT ENOUGH CUSTOMERS TO OPERATE PROFITABLY, WITHOUT A PROFIT WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
Our services will target dealerships and individual consumers. If we are unable to demonstrate clearly the concept that makes our services unique to potential dealerships and individual consumers, they may not purchase the service. If the dealerships and individual consumers doesn't acknowledge the value of our services, we may be unable to attract enough dealerships and consumers.
WE MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COST, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS ENTIRELY WHICH COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT.
Because we are a small business, with limited assets, we are not in a position to assume unanticipated costs and expenses. If we have to make changes in our structure or are faced with circumstances that are beyond our ability to afford, we may have to suspend operations or cease operations entirely which could result in a total loss of your investment.
COMPETITORS MAY ENTER THIS SECTOR WITH SUPERIOR SERVICES, INFRINGING OUR CUSTOMER BASE, AND AFFECTING OUR BUSINESS ADVERSELY.
We have identified a market opportunity for our services. Competitors may enter this sector with superior services, conditions and/or benefits. This would infringe on our customer base, have an adverse affect upon our business and the results of our operations.
SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT HIS DECISIONS ARE CONTRARY TO THEIR INTERESTS YOU SHOULD NOT PURCHASE SHARES UNLESS YOU ARE WILLING TO ENTRUST ALL ASPECTS OF MANAGEMENT TO OUR SOLE OFFICER AND DIRECTOR, OR HIS SUCCESSORS.
Our sole Officer and Director, John B. Crawford, owns 9,000,000 shares of common stock representing 100% of our outstanding stock. Mr. John B Crawford will own 9,000,000 shares of our common stock after this offering is completed representing 72% of our outstanding shares, assuming all securities are sold. As a result, he will have control of us even if the offering is subscribed for and be able to choose all of our directors. His interests may differ from the ones of other stockholders. Factors that could cause him interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he is able to devote to us.
All decisions regarding the management of our affairs will be made exclusively by him. Purchasers of the offered shares may not participate in our management and, therefore, are dependent upon his management abilities. The only assurance that our shareholders, including purchasers of the offered shares, have that our sole Officer and Director will not abuse his discretion in executing our business affairs, is his fiduciary obligation and business integrity. Such discretionary powers include, but are not limited to, decisions regarding all aspects of business operations, corporate transactions and financing. Mr. Crawford also has the ability to accomplish or ratify actions at the shareholder level which would otherwise implicate his fiduciary duties if done as one of the members of our board of directors.
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Risks Related To Our Financial Condition
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN.
In their audit report dated July 22, 2010; our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officers may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plan. Due to the fact that there is no minimum investment and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment. See the "May 31, 2010 Audited Financial Statements - Auditors Report". Because we have been issued an opinion by its auditor that substantial doubt exists as to whether we can continue as a going concern it may be more difficult to attract investors.
THE ENACTMENT OF THE SARBANES-OXLEY ACT MAY MAKE IT MORE DIFFICULT FOR US TO RETAIN OR ATTRACT OFFICERS AND DIRECTORS, WHICH COULD INCREASE OUR OPERATING COSTS OR PREVENT US FROM BECOMING PROFITABLE.
The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") was enacted in response to public concern regarding corporate accountability in the wake of a number of accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, provide enhanced penalties for accounting and auditing improprieties at publicly traded companies and protect investors by improving the accuracy and reliability of corporate disclosure pursuant to applicable securities laws. The Sarbanes-Oxley Act applies to all companies that file or are required to file periodic reports with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act").
Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act. Since the enactment of the Sarbanes-Oxley Act has resulted in the imposition of a series of rules and regulations by the SEC that increase the responsibilities and liabilities of directors and executive officers, the perceived increased personal risk associated with these changes may deter qualified individuals from accepting such roles. Consequently, it may be more difficult for us to attract and retain qualified persons to serve as our directors or executive officers, and we may need to incur additional operating costs. This could prevent us from becoming profitable.
SINCE WE ANTICIPATE OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY.
We anticipate an increase in our operating expenses, without realizing any revenues from the sale of its services. Within the next 12 months, we will have costs related to (i)creating the service business plan, (ii) initiation of our sales and marketing program, (iii) administrative expenses and (iv) the expenses of this offering.
There is no history upon which to base any assumption as to the likelihood that we will prove successful. We cannot provide investors with any assurance that our services will attract customers; generate any operating revenue or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail, which will result in the loss of your entire investment.
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IF WE CANNOT SECURE ADDITIONAL CAPITAL, OR IF AVAILABLE CAPITAL IS TOO EXPENSIVE, OUR BUSINESS WILL FAIL.
We require $52,500 to begin implementing the business and marketing plan. This amount includes the $10,000 required for offering expenses associated with this Prospectus. We will require total funding of approximately $425,000 to fully execute our business plan and bring our services to the marketplace. As of May 31, 2010, we had cash on hand of $9,000.
No assurance can be given that we will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of $425,000 implementing our business strategies will be available on acceptable terms. Our inability to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and its financial conditions.
If we are not successful earning revenue once we have started our sales activity, we may require additional financing to sustain our business operations. Currently, we do not have any arrangements for financing and can provide no assurances to investors that we will be able to obtain any when required. Obtaining additional financing would be subject to a number of factors, including our sales results. These factors may have an affect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us.
WE DO NOT HAVE SUFFICIENT CAPITAL TO CONTINUE MAINTAINING OUR REPORTING STATUS.
As of the date of this prospectus, the current funds available to us will not be sufficient to continue maintaining our reporting status with the SEC. Our management believes that if we cannot maintain our reporting status with the SEC we will have to cease all efforts directed toward developing our company. As such, any investment can be lost in its entirety.
Risks Related To This Offering
BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO RESELL YOUR STOCK.
There is currently no public trading market for our common stock. Therefore, there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do wish to resell your shares, you will have to locate a buyer and negotiate your own sale. As a result, you may be unable to sell your shares, or you may be forced to sell them at a loss.
We intend to apply to have our common stock quoted on the OTC Bulletin Board. This process takes at least 60 days and the application must be made on our behalf by a market maker. Our stock may be listed or traded only to the extent that there is interest by brokerdealers in acting as a market-maker. Despite our best efforts, it may not be able to convince any broker/dealer to act as marketmakers and make quotations on the OTC Bulletin Board. We may consider pursuing a listing on the OTC Bulletin Board after this registration becomes effective and we have completed our offering. If our common stock becomes listed and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale.
- 13 -
We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the selling security holders.
INVESTING IN OUR COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT.
Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.
INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH.
We have only been recently formed and has only a limited operating history and no earnings, therefore, the price of the offered shares is not based on any data. The offering price and other terms and conditions regarding our shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. No investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. Our net tangible book value per share of common stock as of May 31, 2010 was $0.001.
The arbitrary offering price of $0.015 per common share as determined herein is substantially higher than the net tangible book value per share of our common stock. Our assets do not substantiate a share price of $0.015. This premium in share price applies to the terms of this offering. The offering price will not change for the duration of the offering even if we obtain a listing on any exchange or become quoted on the OTC Bulletin Board.
BECAUSE WE HAVE 100,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE ADDITIONAL SHARES, DILUTING THE CURRENT SHARE HOLDERS' EQUITY.
We have 100,000,000 authorized shares, of which only 9,000,000 are currently issued and outstanding and only 12,500,000 will be issued and outstanding after this offering terminates. Our management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of our current shareholders. Additionally, large share issuances would generally have a negative impact on our share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.
AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS, IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THE ENTIRE INVESTMENT.
- 14 -
Invested funds for this offering will not be placed in an escrow or trust account and if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.
WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO THERE WILL BE LESS WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN US.
We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment.
IN THE EVENT THAT OUR SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND LIQUIDITY OF OUR SHARES.
In the event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a "penny stock", which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has adopted regulations which generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a "penny stock". A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser's written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the "penny stock" rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.
FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA") SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT YOUR ABILITY TO BUY AND SELL OUR COMMON STOCK, WHICH COULD DEPRESS THE PRICE OF OUR SHARES.
FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.
- 15 -
YOU MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF YOUR SHARES DUE TO STATE "BLUE SKY" LAWS.
Each state has its own securities laws, often called "blue sky" laws, which (1) limit sales of securities to a state's residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.
We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered in any state and will not do so until we receive expressions of interest from investors resident in specific states and requests from such investors to register our securities in their states before sale. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.015. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by us.
|
|
USE OF PROCEEDS TABLE |
||||||||||
|
|
IF 25% OF |
|
IF 50% OF |
|
IF 75% OF |
|
IF 100% OF |
||||
|
|
SHARES SOLD |
|
SHARES SOLD |
|
SHARES SOLD |
|
SHARES SOLD |
||||
|
|
|
|
|
|
|
|
|
|
|||
GROSS PROCEEDS FROM THIS OFFERING |
|
$ |
13,125 |
|
$ |
26,250 |
|
$ |
39,375 |
|
$ |
52,500 |
LESS: OFFERING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
Accounting fees |
|
|
3,500 |
|
|
3,500 |
|
|
3,500 |
|
|
3,500 |
Legal fees |
|
|
4,500 |
|
|
4,500 |
|
|
4,500 |
|
|
4,500 |
Printing |
|
|
500 |
|
|
500 |
|
|
500 |
|
|
500 |
Transfer Agent |
|
|
1,500 |
|
|
1,500 |
|
|
1,500 |
|
|
1,500 |
TOTAL |
|
$ |
10,000 |
|
$ |
10,000 |
|
$ |
10,000 |
|
$ |
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS: IMPLEMENTATION OF BUSINESS PLAN |
|
$ |
2,625 |
|
$ |
14,250 |
|
$ |
26,375 |
|
$ |
39,000 |
LESS: ADMINISTRATION EXPENSES |
|
$ |
500 |
|
$ |
2,000 |
|
$ |
3,000 |
|
$ |
3,500 |
TOTALS |
|
$ |
13,125 |
|
$ |
26,250 |
|
$ |
39,375 |
|
$ |
52,500 |
Even if we are able to sell all of the securities being offered in this Prospectus, we will still require approximately $425,000 to cover our anticipated expenses over the next 12 months. Please review our disclosure titled Plan of Operations in the Managements Discussion and Analysis of Financial Condition and Results of Operation elsewhere in this Prospectus. Please note that there can be no assurance that we will be able to raise such funds.
If we are only able to sell less than 25% of the securities we are offering, substantially all of the funds raised by this offering will be spent on assuring that we meet our corporate and disclosure obligations so that we remain in good standing with the State of Florida and maintain our status as a reporting issuer with the SEC.
- 16 -
DETERMINATION OF OFFERING PRICE
The offering price for the shares in this offering was arbitrarily determined. In determining the initial public offering price of the shares we considered several factors including the following:
|
· |
our start up status; |
|
· |
our new business structure and operations as well as lack of client base; |
|
· |
prevailing market conditions, including the history and prospects for our industry; |
|
· |
majority of mobile electronic services companies are not public and market conditions tend to be harder on new businesses; |
|
· |
our future prospects and the experience of our management; |
|
· |
our capital structure; |
Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock. You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
The price of the current offering is fixed at $0.015 per share. This price is significantly greater than the price paid by our sole Officer and Director for common equity since our inception on March 25, 2010. Our sole officer and director paid $0.001 per share, a difference of $0.014 per share lower than the share price in this offering.
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.
Existing Stockholders if all of the Shares are Sold |
|
|
Price per share |
$ |
0.015 |
Net tangible book value per share before offering |
$ |
0.001 |
Potential gain to existing shareholder |
$ |
0.014 |
Net tangible book value per share after offering |
$ |
0.004 |
Increase to present stockholders in tangible book value per share after offering |
$ |
0.003 |
Net Capital contributions by new stockholders |
$ |
42,500 |
Capital contribution by officer & director in March 2010 |
$ |
9,000 |
Number of shares outstanding before the offering |
|
9,000,000 |
Number of shares after offering held by existing stockholder |
|
9,000,000 |
Percentage of ownership after offering |
|
72.0% |
- 17 -
DILUTION TO NEW SHAREHOLDERS |
PERCENTAGE OF SHARES SOLD |
|||
|
25% |
50% |
75% |
100% |
Per share offering price |
$0.015 |
$0.015 |
$0.015 |
$0.015 |
Net tangible book value per Share before offering |
$0.001 |
$0.001 |
$0.001 |
$0.001 |
Net tangible book value per Share after offering |
$0.001 |
$0.002 |
$0.003 |
$0.004 |
Increase in book value attributable to new shareholders |
$0.000 |
$0.001 |
$0.002 |
$0.003 |
Dilution to new shareholders |
$0.014 |
$0.013 |
$0.012 |
$0.011 |
THE OFFERING
We are registering 3,500,000 shares of our common stock for offer and sale at $0.015 per share.
There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock listing on the OTC Bulletin Board, subject to the effectiveness of this Registration Statement. In addition, a market maker will be required to file a Form 211 with the Financial Industry Regulatory Authority (FINRA) before the market maker will be able to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention.
We may not sell the shares registered herein until the registration statement filed with the Securities and Exchange Commission is effective. Further, we will not offer the shares through a broker-dealer or anyone affiliated with a broker-dealer. Upon effectiveness, all of the shares being registered herein may become tradable. The stock may be traded or listed only to the extent that there is interest by broker-dealers in acting as a market maker in our stock. Despite our best efforts, it may not be able to convince any broker/dealers to act as market-makers and make quotations on the OTC Bulletin Board. We may consider pursuing a listing on the OTCBB after this registration becomes effective and we have completed our offering.
The price per share will remain at $0.015 even if we obtain a listing on any exchange or are quoted on the Over-The-Counter (OTC) Bulletin Board, the offering price of $0.015 will not change for the duration of the offering.
We will receive all of the proceeds from such sales of securities and are bearing all expenses in connection with the registration of our shares.
PLAN OF DISTRIBUTION
We are offering the shares on a "self-underwritten" basis directly through John B. Crawford our Sole Officer and Director named herein. Mr. Crawford will not receive any commissions or other remuneration of any kind in connection with his participation in this offering based either directly or indirectly on transactions in securities.
This offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, (ii) the date on which all 3,500,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days.
- 18 -
Mr. John B Crawford will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which 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.
|
1. |
Mr. John B Crawford is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; |
|
2. |
Mr. John B Crawford will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; |
|
3. |
Mr. John B Crawford is not, nor will he be at the time of participation in the offering, an associated person of a broker-dealer; and |
|
4. |
Mr. John B Crawford 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 our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). |
Mr. John B. Crawford, our only control person or affiliate, does not intend to purchase any shares in this offering.
If applicable, the shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states.
In addition and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.
We will not use public solicitation or general advertising in connection with the offering. This offering will continue for the longer of: (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 3,500,000 shares registered hereunder have been sold. We may at our discretion extend the offering for an additional 90 days.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized number of shares is one hundred million (100,000,000). The authorized common stock is one hundred million (100,000,000) shares with a par value of $0.0001. Shares of our common stock:
|
· |
have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors; |
- 19 -
|
· |
are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; |
|
· |
do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and |
|
· |
are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. |
We refer you to the Bylaws of our Articles of Incorporation and the applicable statutes of the State of Florida for a more complete description of the rights and liabilities of holders of our securities.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, present stockholders will own approximately 75% of our outstanding shares.
CASH DIVIDENDS
As of the date of this Prospectus, we have not declared or paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
Macdonald Tuskey Corporate and Securities Lawyers, Suite 1210, 777 Hornby Street, Vancouver, BC, V6Z 1S4, Canada, has passed upon certain legal matters in connection with the validity of the issuance of the shares of common stock.
Peter Messineo, CPA, Certified Public Accountant, of 1982 Otter Way, Palm Harbor, FL 34685, 727-421-6268 has audited our Financial Statements for the period March 25, 2010 (date of inception) through May 31, 2010 and to the extent set forth in its report, which are included herein in reliance upon the authority of said firm as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure from date of appointment as our independent registered accountant through the period of audit (inception date March 25, 2010 through May 31, 2010)
- 20 -
BUSINESS DESCRIPTION
Overview
We intend to provide mobile electronic services to auto, recreational vehicle and boat dealerships, government agencies as well as individual consumers at their locations. We intend to provide electronic accessories to create personalization options for the dealer and individual consumer which they can add to their vehicles in order to increase marketability, sales or enjoyment of ownership . We hope that the OTMSC service will allow dealerships to order a lower priced vehicle inventory from their manufacturers, with fewer costly options, therefore reducing dealership cash flow and cost. They would then use our service to equip the vehicles with various electronic and audio/visual accessories to make the cars more attractive to the end consumer. This will also allow the customers to be able to create their own personalized electronic system installed for their vehicle. It is intended that the OTMSC service is to be accomplished on-site at the dealerships and individual consumer locations.
A small quantity of these electronic system upgrades are intended to be inventoried in our warehouse and the majority drop shipped by our suppliers to us, for installation to our customers.
Mr. John B. Crawford intends to utilize his 18 years of mobile electronic accessories experience by using the latest electronic accessories technology for Dealerships, Government Agencies and Individuals Consumers. He intends to frequently attend electronic trade shows to keep up with the latest technology as well as being an exhibitor.
We also intend to provide services to other potential customers such as Federal, State, City, County government agencies having a need for electronic modifications to their vehicles (Police, Fire, EMS, Construction, Security) and others.
OTMSC service intends to replicate its first pilot facility in Sarasota, Florida to multiple locations in Florida, Georgia and the Carolinas. We currently have no such plan in place for expansion until the first pilot facility becomes successfully operational and we raise sufficient capital to undertake such an expansion.
We intend to market and sell our services by advertising, promoting, networking and direct sales calls. We intend to market and sell our services to dealerships, government agencies and individual consumers and exhibiting at regional auto, recreational vehicle and boat shows. We have intentions to develop a website to market our services to all of our potential customers and eventually offer our services for sale through our website as well. We do not currently have any agreements with any of our intended customers or with suppliers of the mobile electronic products we intend to install. There can be no assurance that we will be able to secure such agreements
We have not generated any revenues to date and our activities have been limited to developing our business plan. We will not have the necessary capital to implement our business plan until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. Please see "Risk Factors" elsewhere in this Prospectus for a full discussion on this potential business risk.
We have no plans to change our business activities or to combine with another business and are not aware of any events or circumstances that might cause us to change our plans. We have no revenues, have incurred losses since inception, have no operations, have been issued a going concern opinion from our auditors and rely upon the sale of our securities to fund operations.
- 21 -
Business Strategy
Our strategy is to build OTMSC recognition by marketing our mobile electronic services to auto, recreational vehicle and boat dealerships, as well as government agencies, (Police, Fire, Security, EMS, others) and individual consumers. Our strategy is that OTMSC installs the add on products at the customers location. This strategy allows the dealership to purchase basic models from their manufacturer reducing its inventory and labor cost as well as cash flow. This allows the individual consumer to purchase a basic no frills vehicle from the dealership, allowing OTMSC services, as a contractor for the dealership, to install their personalized add-ons at the dealerships location at an anticipated reduced cost. We intend to also provide our service to individual consumers at their location for their new or pre-owned vehicle.
Sales and Marketing Strategy
We anticipate to market and service our OTMSC in the United States. Our first location is intended to be in Sarasota, Florida and anticipate future locations in other parts of the State of Florida, Georgia and the Carolinas.
We intend to initially attend and exhibit at local industry and trade shows and intend to enter into sales agency agreements with independent agents, each of whom is granted exclusive rights to market and sell our services in their respective territory. We currently have no agreements in place with commissioned sales agents.
We intend to market and sell our OTMSC services through local trade publications and newspapers and by utilizing our independent sales representatives. We do not currently plan to launch an aggressive costly advertising campaign.
Installed Products
We intend to provide an OTMSC mobile service installation team to come to auto, recreational vehicle and boat dealerships, individual consumers and government agencies (Fire, Police, EMS, Security, Construction, etc.) to install the electronic products which have been chosen from our inventory by the customer. OTMSC intends to provide a program of electronic products tailored to the customers needs such as: stereo, Ipod, MP3 players, speakers, amplifiers, Bluetooth technology, Navigation Systems, satellite radio systems, satellite TV systems, DVD players, wireless headsets (DVD/Satellite TV), keyless entry systems, alarm systems, shock sensors, panic alarms, remote start, window regulators, back-up cameras and sensors, strobe lights, cruise control systems, vehicle locator tracking, GPS systems, invertors and more.
It is intended that we will maintain a small warehouse of approx. 3000 Sq. Feet to garage our mobile vehicle, inventory and administration. We intend to purchase our aftermarket electronics from various established suppliers. 80% of our inventory requirements are projected to be next day shipments. The remaining 20% will be inventoried at our warehouse.
It is anticipated that our first location will be in Sarasota, Florida to service a 100 mile radius territory of customers. It is also projected that once this pilot facility becomes operationally successful, we will attempt to replicate this business model throughout the State of Florida, Georgia and the Carolinas.
We have not generated any revenues to date and our activities have been limited to developing our business plan. We will not have the necessary capital to implement our business plan until we are able to secure financing, however there can be no assurance that sufficient financing will be available on suitable terms.
- 22 -
Market
The Motor Vehicle Aftermarket is a significant sector of the U.S. economy employing approximately 4.3 million people in 2008. Overall aftermarket sales totaled $280.7 billion in 2008, representing an increase of 0.2 percent over the previous year, as stated by the Automotive Aftermarket Industry Association About the Aftermarket http: //www.aftermarket.org/Abouttheaftermarket.aspx. AAIA Market Research Fact Forecast a 4.5% growth in 2010.
Our management believes that based on the size of this market (not all electronics), the growth of the market allows us the space to create a mobile electronics service category that we intend to capture.
Competition
The aftermarket mobile electronic accessories installation service sector is intensely competitive. We intend to compete against small companies like ours, as well as large companies that have similar business that are not mobile. Additionally, we do not produce the electronic products, we intend to purchase them from various manufacturers and distributors and install them for our customers. We will be competing with large companies that sell and service products similar to, or competitive with ours. Examples of companies with whom we intend to compete with include: Dealer Mobile Outfitters Technic-Car, Soundwaves, Bestbuy and Madmarks. Many of our competitors have longer operating histories, better brand recognition and greater financial resources than we do. In order for us to successfully complete in our industry we need to:
|
· |
Develop our business strategy of mobile services. |
|
· |
Continue developing relationships with our customer base. |
|
· |
Increase our financial resources. |
We believe our competitive strengths lie with Mr. Crawfords extensive experience in the mobile electronics industry. We believe that Mr. Crawfords experience and knowledge gained by working with Circuit City experience and his education will allow it to compete effectively in the mobile electronics industry by providing highly marketable services.
However, there can be no assurance that even if we do these things and our service is executed as planned, that we will be able to compete effectively with the other companies in the industry.
Employees and Employment Agreements
As of August 2, 2010, we have no employees other than Mr. John B Crawford, our Sole Officer and Director. Mr. John B Crawford has the flexibility to work on our business up to 10 to 25 hours per week. He is prepared to devote more time to our operations as may be required and we do not have any employment agreements with him.
We do not presently have, pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our sole Officer and Director.
During the initial implementation of our marketing strategy, we intend to hire independent consultants to develop and execute our business plan.
- 23 -
We intend to hire an electronics installer when the necessary capital is raised ($425,000). We can make no assurances that these funds will be raised to allow the hiring.
Government Regulation
We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the OTMSC marketplace. We are subject to the laws and regulations of those jurisdictions in which we plan to sell our services, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.
Intellectual Property
We do not currently hold rights to any intellectual property and have not filed for copyright or trademark protection for our name or services.
Research and Development
Since our inception to the date of this Prospectus, we have not spent any money on research and development activities.
Reports to Security Holders
Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission's Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-732-0330. The Securities and Exchange Commission maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission.
DESCRIPTION OF PROPERTY
We maintain our statutory registered agent's office at 7674 37th Street Circle East, Sarasota, FL. 34243, and our business office is located at 7674 37th Street Circle East, Sarasota, FL, 34243. Tel: (941) 586-3938
Our office space needs are limited at the current time and is donated free of charge by our sole director and officer.
LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.
- 24 -
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
Our common stock is not traded on any exchange. We intend to apply to have our common stock quoted on the OTC Bulletin Board once this Prospectus has been declared effective by the SEC; however, there is no guarantee that we will obtain a listing.
There is currently no trading market for our common stock and there is no assurance that a regular trading market will ever develop. OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
To have our common stock listed on any of the public trading markets, including the OTC Bulletin Board, we will require a market maker to sponsor our securities. We have not yet engaged any market maker to sponsor our securities, and there is no guarantee that our securities will meet the requirements for quotation or that our securities will be accepted for listing on the OTC Bulletin Board. This could prevent us from developing a trading market for our common stock.
HOLDERS
As of the date of this Prospectus there was 1 holder of record of our common stock.
DIVIDENDS
To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.
EQUITY COMPENSATION PLANS
As of the date of this Prospectus we did not have any equity compensation plans.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: "believe", "expect", "estimate", "anticipate", "intend", "project" and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to "common shares" refer to the common shares in our capital stock.
- 25 -
Overview
We are a development-stage company, incorporated in the State of Florida on March 25, 2010, as a for-profit company, and an established fiscal year of February 28. We have not yet generated or realized any revenues from business operations. Our auditor has issued a going concerned opinion. This means there is substantial doubt that we can continue as an on-going business for the next twelve (12) months unless we obtain additional capital to pay our bills. Accordingly, we must raise cash from sources other than loans we undertake.
From inception through August 2, 2010, our business operations have primarily been focused on developing our business plan We have not yet spent any money on start-up costs. We have not generated any revenue from business operations. All cash currently held by us is the result of the sale of common stock to our sole director and officer.
The proceeds from this offering will satisfy our cash requirements for up to 6 months. If we are unable to raise additional monies, we only have enough capital to cover the costs of this offering and to begin implementing the business and marketing plan. The expenses of this offering include the preparation of this prospectus, the filing of this registration statement and transfer agent fees. Implementing the business and marketing plan includes contacting suppliers. As of May 31, 2010 we had $9,000 cash on hand. This cash will not cover the expenses of this offering or working capital requirements for even one month given the undertaking of this offering and expenses involved.
Plan of Operations
We do not have adequate funds to satisfy our working capital requirements for the next twelve months. We will need to raise additional capital to continue our operations. During the 12 months following the completion of this offering, we intend to implement our business and marketing plan. We believe we must raise an additional $425,000 to pay for expenses associated with our development over the next 12 months. $425,000 will be used to finance anticipated activities during our development plan as described below.
ANTICIPATED EXPENSES |
TIMEFRAME |
ESTIMATED
|
Office/Warehouse/Garage |
12 Months |
35,000 |
Vehicle Demo Equipment |
12 Months |
70,000 |
Installation Equipment |
12 Months |
15,000 |
Inventory (projected monthly inventory turn) |
12 Months |
15,000 |
Advertising/Promotion |
12 Months |
30,000 |
Marketing/Sales (Exhibit, Website) |
12 Months |
70,000 |
Warehouse Equipment/Electronic Equipment |
12 Months |
15,000 |
Office Equipment (Computers/Desk, Etc.) |
12 Months |
20,000 |
Employee/Installer |
12 Months |
45,000 |
Consultants |
12 Months |
50,000 |
Insurance G & A |
12 Months |
30,000 |
Working Capital |
12 Months |
30,000 |
|
TOTAL |
$ 425,000 |
Many of the developments enumerated are dependent on us securing additional financing even if we are able to sell all of the securities offered by this Prospectus. There can be no assurance that we will be able to sell any of the securities offered by this Prospectus or secure additional financing. If we are able to raise some, but not all funds required to undertake the developments In this event, we will focus on spending available funds on assuring that we retain our reporting status with the SEC and developing our business to attract investors.
- 26 -
If we are unable to raise additional funds we will not be able to complete any of our anticipated business development. Due to the fact that many of the milestones are dependent on each other, if we do not raise any additional capital we will not be able to implement any facets of our business plan.
We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officer and director in order to finance our businesses activities. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.
We have not yet begun the development of any of our anticipated services and even if we do secure adequate financing, there can be no assurance that our services will be accepted by the marketplace and that we will be able to generate revenues.
Our sole Officer and Director will be responsible for business plan development. If we develop our services and are in a position to begin sales, marketing. We intend to hire independent consultants and installers as we deem necessary.
RESULTS OF OPERATIONS
There is no historical financial information about us upon which to base an evaluation of our performance. We have not spent any money on our operations as of May 31, 2010 and our only activity consisted of the sale of 9,000,000 shares of our common stock to our sole Officer and Director and of for aggregate proceeds of $9,000.
We have not generated any revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. (See "Risk Factors"). To become profitable and competitive, we must develop the business and marketing plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investing from institutions and private individuals.
Since inception, the majority of our time has been spent refining its business plan, and preparing for a primary financial offering.
Our results of operations are summarized below:
- 27 -
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this prospectus, we had yet to generate any revenues from our business operations. For the period ended May 31, 2010, we issued 9,000,000 shares of common stock to our sole Officer and Director for cash proceeds of $9,000.
We anticipate needing a minimum of $425,000 in order to effectively execute our business plan over the next twelve months. Currently available cash is not sufficient to allow us to commence full execution of our business plan. Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.
Through May 31, 2010, we have not spent any funds on general operating expenses. We raised the cash amounts to be used in these activities from the sale of common stock to our sole Officer and Director.
As of May 31, 2010 we had $9,000 cash on hand.
To date, we have managed to keep our monthly cash flow requirement low for two reasons. First, our sole Officer and Director does not draw a salary at this time. Second, we have been able to keep our operating expenses to a minimum by operating in space owned by our sole Officer and Director and will be only paying the direct expenses associated with our business operations.
As of the date of this registration statement, the current funds available to us will not be sufficient to continue maintaining a reporting status. Management believes if we cannot maintain our reporting status with the SEC we will have to cease all efforts directed towards implementing our business plan. As such, any investment previously made would be lost in its entirety.
We do not currently have any external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
If we are unable to raise the funds partially through this offering we will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to keep costs from being more than these estimated amounts or that we will be able to raise such funds. Even if we sell all shares offered through this registration statement, we expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.
Our independent auditor has expressed substantial doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements elsewhere in this Prospectus.
Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets.
- 28 -
Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions.
Although we have adopted a Code of Ethics and Business Conduct we have not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
INFLATION
The effect of inflation on our revenues and operating results has not been significant.
CRITICAL ACCOUNTING POLICIES
Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete listing of these policies is included in Note 3 of the notes to our financial statements for the period from inception to May 31, 2010. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.
- 29 -
CASH AND CASH EQUIVALENTS
All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents.
EARNINGS (LOSS) PER SHARE
Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered antidilutive and thus are excluded from the calculation. At May 31, 2010, we did not have any potentially dilutive common shares.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Peter Messineo, CPA, has audited our Financial Statements for the period from March 25, 2010 (date of inception) through May 31, 2010 and to the extent set forth in its report, which are included herein in reliance upon the authority of said firm as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim period.
CODE OF BUSINESS CONDUCT AND ETHICS
On March 25, 2010 we adopted a Code of Ethics and Business Conduct which is applicable to our employees and which also includes a Code of Ethics for our CEO and principal financial officers and persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote
|
· |
honest and ethical conduct, |
|
· |
full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, |
|
· |
compliance with applicable laws, rules and regulations, |
|
· |
the prompt reporting violation of the code, and |
|
· |
accountability for adherence to the code. |
A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as an exhibit to this S-1 filing. Any person desiring a copy of the Code of Business Conduct and Ethics, can obtain one by going to Edgar and looking at the attachments to our this S-1 filing.
- 30 -
MANAGEMENT
Officers and Directors
Our sole Officer and Director will serve until his successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until his successor(s) is duly elected and qualified, or until he is removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, address, age and position of our president, secretary/treasurer, and director is set forth below:
NAME AND ADDRESS |
|
AGE |
|
POSITION(S) |
John B. Crawford
|
|
38 |
|
President, Secretary/Treasurer
|
The person named above has held his offices/positions since the inception of our company and is expected to hold his offices/positions until the next annual meeting of our stockholders.
Business Experience
JOHN B. CRAWFORD, SOLE CHIEF EXECUTIVE OFFICER AND DIRECTOR
Mr. John B Crawford is our founder and has served as our sole Officer and Director since our inception. Mr. John B Crawford developed his management and electronic skills over a 18 year period based out of Sarasota, FL from January 1992 to January 2001 Mr. Crawford was Sales and Installation Management of Circuit City Stores Inc., where he was responsible and managed multiple locations. He managed, supervised and trained mobile electronic associates catering to customer needs and installation of various vehicle and household products. He gained experience in accounting, budgeting, marketing, sales, purchasing, promotions, inventory control and employee incentives. From January 2001 to present was the President of Crawford Mobile Install Co. based in Sarasota, Fl. There he provided Mobile Electronic Services to Auto, Recreational Vehicle and Boat Dealerships as well as Individual Consumers at their location. Mr. Crawford experience in the mobile electronics services and installation industry as well as his entrepreneurial initiative are the reasons why he was chosen to our board of directors.
Except for Crawford Mobile Install Co., which is owned by Mr. Crawford, none of these companies have ever been our parent, subsidiary or affiliate.
Mr. Crawford holds a Associates Art Degree at ITT Technical Institute, MCC Community College of Sarasota, Florida.
Mr. Crawford devotes approximately 10-25 hours per week to us.
OTHER DIRECTORSHIPS
Mr. John B Crawford does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.
- 31 -
CONFLICTS OF INTEREST
Mr. Crawford is not obligated to commit his full time and attention to our business and accordingly, he may encounter a conflict of interest in allocating his time between our operations and those of other businesses. In that course of his other business activities he may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which he owes a fiduciary duty. As a result he may have conflicts of interest in determining to which entity a particular business opportunity should be presented. He may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct.
In general, officers and directors of a corporation are required to present business opportunities to the corporation if:
|
· |
the corporation could financially undertake the opportunity: |
|
· |
the opportunity is within the corporations line of business: and |
|
· |
it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation. |
COMMITTEES OF THE BOARD OF DIRECTORS
Our sole Officer and Director has not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committee performing a similar function. The functions of those committees are being undertaken by our sole Officer and Director. Because we do not have any independent directors, our sole Officer and Director believes that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than substance.
We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our sole director established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our sole Officer and Director has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future.
While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.
Our sole Officer and Director is not an "audit committee financial expert" within the meaning of Item 401(e) of Regulation S-K. In general, an "audit committee financial expert" is an individual member of the audit committee or Board of Directors who:
|
· |
understands generally accepted accounting principles and financial statements, |
|
· |
is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, |
- 32 -
|
· |
has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements, |
|
· |
understands internal controls over financial reporting, and |
|
· |
understands audit committee functions. |
Our Board of Directors is comprised of solely of Mr. Crawford who was integral to our formation and who is a involved in our day to day operations. While we would prefer to have an audit committee financial expert on our Board of Directors. Mr. Crawford does not have a professional background in finance or accounting. As with most small, early stage companies until such time our company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase directors and officers insurance, the Company does not have any immediate prospects to attract independent directors. When the Company is able to expand our Board of Directors to include one or more independent directors, the Company intends to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and the Company is not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include "independent" directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.
WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.
EXECUTIVE COMPENSATION
We have made no provisions for paying cash or non-cash compensation to our sole Officer and Director. No salaries are being paid at the present time, no salaries or other compensation were paid in cash, or otherwise, for services performed prior to March 25, 2010, our date of inception, and no compensation will be paid unless and until our operations generate sufficient cash flows.
The table below summarizes all compensation awarded to, earned by, or paid to our named sole Officer and Director for all services rendered in all capacities to us for the period from inception (March 25, 2010) through May 31, 2010.
SUMMARY COMPENSATION TABLE
Name |
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Nonqualified |
|
|
|
|
and |
|
|
|
|
|
|
|
Stock |
|
Option |
|
Incentive Plan |
|
Deferred |
|
|
|
|
principal |
|
|
|
Salary |
|
Bonus |
|
Awards |
|
Awards |
|
Compensation |
|
Compensation |
|
All Other |
|
Total |
position |
|
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
Earnings ($) |
|
Compensation |
|
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John B. Crawford |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CEO |
|
2010 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
- 33 -
We have not paid any salaries to our sole Officer and Director as of the date of this Prospectus. We do not anticipate beginning to pay 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 Director other than as described herein.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of May 31, 2010.
|
OPTION AWARDS |
|
STOCK AWARDS |
||||||||
Name |
Number of Securities Underlying Unexercised Option (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
||
|
|
|
|
|
|
|
|
|
|
||
John B. Crawford |
- |
- |
- |
- |
- |
- |
- |
- |
- |
There were no grants of stock options since inception to the date of this Prospectus.
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Our sole Officer and Director has not adopted a stock option plan. We have no plans to adopt a stock option plan, but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the "Committee"). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. We may develop an incentive based stock option plan for our officers and directors and may reserve up to 10% of our outstanding shares of common stock for that purpose.
OPTIONS GRANTS DURING THE LAST FISCAL YEAR / STOCK OPTION PLANS
We do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to our Sole Director and Officer since our inception; accordingly, no stock options have been granted or exercised by our Sole Director and Officer since we were founded.
AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR
No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to our sole Officer and Director since our inception; accordingly, no stock options have been granted or exercised by our sole Officer and Director since we were founded.
- 34 -
LONG-TERM INCENTIVE PLANS AND AWARDS
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to our sole Officer and Director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by our Sole Director and Officer or employees or consultants since we were founded.
COMPENSATION OF DIRECTORS
Our sole Officer and Director is not compensated by us for acting as such. He is reimbursed for reasonable out-of-pocket expenses incurred.
There are no arrangements pursuant to which our sole Officer and Director is or will be compensated in the future for any services provided as a Director.
We do not have any agreements for compensating our Directors for their services in their capacity as Directors, although such Directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our Board of Directors.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS
There are no employment contracts or other contracts or arrangements with our Officers or Directors other than those disclosed in this report. There are no compensation plans or arrangements, including payments to be made by us, with respect to Mr. Crawford that would result from his resignation, retirement or any other termination. There are no arrangements for Directors, Officers or Employees that would result from a change-in-control.
INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER MANAGEMENT
Neither our sole Officer and Director nor any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
DIRECTOR COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to our sole Officer and Director for all services rendered in all capacities to us for the period from inception (March 25, 2010) through May 31, 2010.
DIRECTOR COMPENSATION
Name |
Fees Earned
|
Stock
|
Option
|
Non-Equity
|
Non-Qualified
|
All Other
|
Total
|
|
|
|
|
|
|
|
|
John B. Crawford |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
- 35 -
At this time, we have not entered into any employment agreements with our sole Officer and Director. If there is sufficient cash flow available from our future operations, we may enter into employment agreements with our sole Officer and Director officer or future key staff members.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what his ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.
Title of Class |
|
Name and Address of Beneficial Owner [1] |
|
Amount and Nature of Beneficial Ownership |
|
Percent of
|
Common Stock |
|
John B. Crawford
|
|
9,000,000 |
|
100% |
|
|
All Officers and Directors as a Group (1 person) |
|
9,000,000 |
|
100% |
[1] The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Mr. John B Crawford is the only "promoter" of our company. Mr. John B Crawford is also our sole Officer and Director.
[2] Based on 9,000,000 shares issued and outstanding as of the date of this Prospectus.
CHANGE IN CONTROL
We are not aware of any arrangement that might result in a change in control of our company in the future.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On March 25, 2010 we issued 9,000,000 shares of our common stock to our sole director and officer at $0.001 per share for aggregate proceeds of $9,000.
There have been no other transactions since our audit date, May 31, 2010, or any currently proposed transactions in which we are, or plan to be, a participant and in which any related person had or will have a direct or indirect material interest.
DIRECTOR INDEPENDENCE
Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.
- 36 -
LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.
We intend to furnish annual reports to stockholders, which will include audited financial statements reported on by our Certified Public Accountants. In addition, we will issue unaudited quarterly or other interim reports to stockholders, as we deem appropriate or required by applicable securities regulations.
DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Florida law.
The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
REPORTS TO SECURITY HOLDERS
We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements. Any Securities and Exchange Commission filings that we do file will be available to the public over the internet at the SEC's website at http://www.sec.gov.
The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549, under the Securities Act of 1933 a registration statement on Form S-1 of which this prospectus is a part, with respect to the common shares offered hereby. We have not included in this prospectus all the information contained in the registration statement, and you should refer to the registration statement and our exhibits for further information.
- 37 -
In the Registration Statement, certain items of which are contained in exhibits and schedules as permitted by the rules and regulations of the Securities and Exchange Commission. You can obtain a copy of the Registration Statement from the Securities and Exchange Commission by mail from the Public Reference Room of the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. In addition, the Securities and Exchange Commission maintains a Web site at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission's telephone number is 1-800-SEC-0330 (1-800-732-0330). These SEC filings are also available to the public from commercial document retrieval services.
You should rely only on the information contained in this prospectus. No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by On The Move Systems Corp. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
DEALER PROSPECTUS DELIVERY OBLIGATION
Until a date, which is 90 days after the date of this prospectus, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
STOCK TRANSFER AGENT
We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, we will act as our own transfer agent.
- 38 -
On The Move Systems Corp.
(A Development Stage Corporation)
Financial Statements
For the Period from March 25, 2010 (Date of Inception)
through May 31, 2010
CONTENTS
Financial Statements:
Report of Independent Registered Public Accounting Firm ............ F-1
Balance Sheet ...................................................... F-2
Statements of Operations ........................................... F-3
Statement of Stockholder's Equity .................................. F-4
Statement of Cash Flows ............................................ F-5
Notes to Financial Statements ...................................... F-6 - F-10
Peter Messineo, CPA
1982 Otter Way Palm Harbor FL 34685
T 727.421.6268 F 727.674.0511
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders:
On The Move Systems Corp.
I have audited the balance sheets of On The Move Systems Corp. as of May 31, 2010
and the related statement of operations, changes in stockholder's equity, and
cash flows for the period March 25, 2010 (date of inception) through
May 31, 2010. These financial statements were the responsibility of the
Company's management. My responsibility was to express an opinion on these
financial statements based on my audits.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audits to obtain reasonable assurance about whether the
financial statements were free of material misstatement. The Company was not
required to have, nor was I engaged to perform, an audit of its internal control
over financial reporting. My audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that were
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, I express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provide a reasonable basis for
my opinion.
In my opinion, the financial statements, referred to above, present fairly, in
all material respects, the financial position of On The Move Systems Corp. as of
May 31, 2010, and the results of its operations and its cash flows for the
period March 25, 2010 (date of inception) through May 31, 2010, in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has no revenues from operation, has not emerged from the
development stage, and is requiring traditional financing or equity funding to
commence its operating plan. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Further information and
management's plans in regard to this uncertainty were also described in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Peter Messineo, CPA
Peter Messineo, CPA
Palm Harbor, Florida
July 22, 2010
F-1
On The Move Systems Corp.
(A Development Stage Corporation)
Balance Sheet
As of
May 31, 2010
-----------------
ASSETS
Stock subscription receivable.................................. $ 9,000
-------
Total current assets ................................... 9,000
-------
Total Assets ................................................ $ 9,000
=======
LIABILITIES AND STOCKHOLDER'S EQUITY
Stockholder's Equity:
Preferred stock; $0.0001 par value; 10,000,000 shares
authorized; 0 shares issued and outstanding ................... $ -
Common stock; $0.0001 par value; 100,000,000 shares
authorized; 9,000,000 shares issued and outstanding ........... 900
Capital in excess of par value ................................ 8,100
Accumulated deficit during development stage .................. -
-------
Total stockholder's equity .................................... 9,000
-------
Total Liabilities and Stockholder's Equity .................. $ 9,000
=======
The accompanying notes are an integral part of the financial statements
F-2
On The Move Systems Corp.
(A Development Stage Corporation)
Statements of Operations
For the Period
March 25, 2010
(Date of Inception)
through
May 31, 2010
-------------------
Revenue:
Sales .................................................. $ -
-----------
Expenses:
Selling, general and administrative .................... -
-----------
Net income (loss) ........................................... $ -
===========
Net loss per common share, basic and diluted ................ $ (0.00)
===========
Weighted average number of common shares, basic and diluted . 9,000,000
===========
The accompanying notes are an integral part of the financial statements.
F-3
On The Move Systems Corp.
(A Development Stage Corporation)
Statements of Stockholder's Equity
For the Period from March 25, 2010 (Date of Inception) through May 31, 2010
Common Stock Capital in Total
--------------------- Excess of Accumulated Stockholder's
Shares Amount Par Value Deficit Equity
--------- --------- ---------- ----------- -------------
BALANCE, March 25, 2010
(DATE OF INCEPTION) ....... - $ - $ - $ - $ -
Common stock issued on
March 25, 2010 ............ 9,000,000 900 8,100 - 9,000
Net loss for the period
March 25, 2010
(Date of Inception)
through May 31, 2010 ...... - - - - -
--------- --------- ---------- ----------- -------------
BALANCE, May 31, 2010 ...... 9,000,000 $ 900 $ 8,100 $ - $ 9,000
========= ========= ========== =========== =============
The accompanying notes are an integral part of the financial statements.
F-4
On The Move Systems Corp.
(A Development Stage Corporation)
Statement of Cash Flows
For the Period from
March 25, 2010
(Date of Inception)
through
May 31, 2010
-------------------
OPERATING ACTIVITIES
Net loss .................................................... $ -
-------
Adjustments to reconcile net loss to net cash used
by operating activities:
Increase in other receivables
-------
Net cash used by operating activities ....................... -
-------
INVESTING ACTIVITIES
Net cash used by investing activities ..................... -
FINANCING ACTIVITIES
Proceeds from sale of common stock .......................... -
-------
Net cash provided by financing activities..................... -
-------
NET INCREASE IN CASH AND CASH EQUIVALENTS ................... -
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .............. -
-------
CASH AND CASH EQUIVALENTS, END OF PERIOD .................... $ -
=======
Supplemental Cash Flow Information:
Cash paid during the year for interest ................... $ -
=======
Non-Cash Transactions:
During the period March 25, 2010 through May 31, 2010, the Company issued 9,000,000 shares of common stock in exchange for a $9,000 stock subscription receivable. The $9,000 was funded June 14, 2010, subsequent to the balance sheet date.
The accompanying notes are an integral part of the financial statements.
F-5
On The Move Systems Corp.
(A Development Stage Corporation)
Notes to Financial Statements
For the Period from March 25, 2010 (Date of Inception)
through May 31, 2010
1. BACKGROUND INFORMATION
On The Move Systems Corp. a Florida corporation, was formed to provide Mobile Electronic Services to Auto, Recreational Vehicle and Boat Dealerships, Government Agencies as well as Individual Consumers. The company intends to install its inventoried after market electronic products desired by the customer at their location. The Company was incorporated on March 25, 2010 (Date of Inception) with its corporate headquarters located in Sarasota, Florida and its year-end is February 28.
2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period ended May 31, 2010, the Company has had no operations. As of May 31, 2010, the Company has not emerged from the development stage. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
3. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed are:
FASB CODIFICATION - In June 2009, the FASB issued ASC 105, Generally Accepted
Accounting Principles, effective for interim and annual reporting periods
ending after September 15, 2009. This statement establishes the Codification
as the source of authoritative accounting principles used in the preparation
of financial statements in conformity with generally accepted accounting
principles. The Codification does not replace or affect guidance issued by
the SEC or its staff. As a result of the Codification, the references to
authoritative accounting pronouncements included herein in this Annual Report
on Form 10-K now refer to the Codification topic section rather than a
specific accounting rule as was past practice.
USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and 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.
F-6
On The Move Systems Corp.
(A Development Stage Corporation)
Notes to Financial Statements
For the Period from March 25, 2010 (Date of Inception)
Through May 31, 2010
CASH AND CASH EQUIVALENTS - All cash, other than held in escrow, is
maintained with a major financial institution in the United States. Deposits
with this bank may exceed the amount of insurance provided on such deposits.
Temporary cash investments with an original maturity of three months or less
are considered to be cash equivalents.
RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research, development,
and engineering of products are expensed as incurred.
COMMON STOCK - The Company records common stock issuances when all of the
legal requirements for the issuance of such common stock have been satisfied.
REVENUE AND COST RECOGNITION - The Company has no current source of revenue;
therefore the Company has not yet adopted any policy regarding the
recognition of revenue or cost.
ADVERTISING COSTS - The Company's policy regarding advertising is to expense
advertising when incurred.
INCOME TAXES - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently due plus
deferred taxes resulting from temporary differences. Such temporary
differences result from differences in the carrying value of assets and
liabilities for tax and financial reporting purposes. The deferred tax assets
and liabilities represent the future tax consequences of those differences,
which will either be taxable or deductible when the assets and liabilities
are recovered or settled. Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized.
The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income
Taxes" (ASC 740-10), on January 1, 2007. The Company has not recognized a
liability as a result of the implementation of ASC 740-10. A reconciliation
of the beginning and ending amount of unrecognized tax benefits has not been
provided since there is no unrecognized benefit since the date of adoption.
The Company has not recognized interest expense or penalties as a result of
the implementation of ASC 740-10. If there were an unrecognized tax benefit,
the Company would recognize interest accrued related to unrecognized tax
benefits in interest expense and penalties in operating expenses.
EARNINGS (LOSS) PER SHARE - Basic loss per share is computed by dividing net
loss attributable to common stockholders by the weighted average common
shares outstanding for the period. Diluted loss per share is computed giving
effect to all potentially dilutive common shares. Potentially dilutive common
shares may consist of incremental shares issuable upon the exercise of stock
options and warrants and the conversion of notes payable to common stock. In
periods in which a net loss has been incurred, all potentially dilutive
common shares are considered antidilutive and thus are excluded from the
calculation. At May 31, 2010, the Company did not have any potentially
dilutive common shares.
F-7
On The Move Systems Corp.
(A Development Stage Corporation)
Notes to Financial Statements
For the Period from March 25, 2010 (Date of Inception)
through May 31, 2010
FINANCIAL INSTRUMENTS - In September 2006, the Financial Accounting Standards
Board (FASB) introduced a framework for measuring fair value and expanded
required disclosure about fair value measurements of assets and liabilities.
The Company adopted the standard for those financial assets and liabilities
as of the beginning of the 2008 fiscal year and the impact of adoption was
not significant. FASB Accounting Standards Codification (ASC) 820 "Fair Value
Measurements and Disclosures" (ASC 820) defines fair value as the exchange
price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the
measurement date.. ASC 820 also establishes a fair value hierarchy that
distinguishes between (1) market participant assumptions developed based on
market data obtained from independent sources (observable inputs) and (2) an
entity's own assumptions about market participant assumptions developed based
on the best information available in the circumstances (unobservable inputs).
The fair value hierarchy consists of three broad levels, which gives the
highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). The three levels of the fair value hierarchy are described
below:
o Level 1 - Unadjusted quoted prices in active markets that are
accessible at the measurement date for identical, unrestricted assets
or liabilities.
o Level 2 - Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or
indirectly, including quoted prices for similar assets or liabilities
in active markets; quoted prices for identical or similar assets or
liabilities in markets that are not active; inputs other than quoted
prices that are observable for the asset or liability (e.g., interest
rates); and inputs that are derived principally from or corroborated by
observable market data by correlation or other means.
o Level 3 - Inputs that are both significant to the fair value
measurement and unobservable.
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of May 31,
2010. The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values due to the short-term nature of
these instruments. These financial instruments include accounts receivable,
other current assets, accounts payable, accrued compensation and accrued
expenses. The fair value of the Company's notes payable is estimated based on
current rates that would be available for debt of similar terms which is not
significantly different from its stated value.
On January 1, 2009, the Company applied ASC 820 for all non-financial assets
and liabilities measured at fair value on a non-recurring basis. The adoption
of ASC 820 for non-financial assets and liabilities did not have a
significant impact on the Company's financial statements.
F-8
On The Move Systems Corp.
(A Development Stage Corporation)
Notes to Financial Statements
For the Period from March 25, 2010 (Date of Inception)
through May 31, 2010
RECENT ACCOUNTING PRONOUNCEMENTS
In October 2009, the FASB issued Accounting Standard Update ("ASU") No. 2009-13,
Multiple-Deliverable Revenue Arrangements ("ASU 2009-13") and No. 2009-14,
Certain Revenue Arrangements that include Software Elements ("ASU 2009-14").
These standards update FASB ASC 605, Revenue Recognition ("ASC 605") and FASB
ASC 985, Software ("ASC 985"). The amendments to ASC 605 requires entities to
allocate revenue in an arrangement using estimated selling prices of the
delivered goods and services based on a selling price hierarchy. The amendments
to ASC 985 remove tangible products from the scope of software revenue guidance
and provide guidance on determining whether software deliverables in an
arrangement that includes a tangible product are covered by the scope of the
software revenue guidance. These amendments to ASC 605 and ASC 985 should be
applied on a prospective basis for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010, with
early adoption permitted. The Company will adopt these amendments on March 1,
2011. Management does not believe that the adoption of this standard will
have a material impact on the Company's financial statements.
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and
Disclosures ("ASU 2010-06"). This standard updates FASB ASC 820, Fair Value
Measurements ("ASC 820"). ASU 2010-06 requires additional disclosures about fair
value measurements including transfers in and out of Levels 1 and 2 and separate
disclosures about purchases, sales, issuances, and settlements relating to Level
3 measurements. It also clarifies existing fair value disclosures about the
level of disaggregation and about inputs and valuation techniques used to
measure fair value. The standard is effective for interim and annual reporting
periods beginning after December 15, 2009 except for the disclosures about
purchases, sales, issuances and settlements which is effective for fiscal years
beginning after December 15, 2010 and for interim periods within those fiscal
years. The Company will adopt ASU 2010-06 on March 1, 2011; management does
not expect the adoption to have a material impact on the financial statements.
Other recent accounting pronouncements issued by the FASB (including its EITF),
the AICPA, and the SEC did not or are not believed by management to have a
material impact on the Company's present or future financial statements.
4. RELATED PARTY TRANSACTIONS
During May 2010, the Company sold 9,000,000 shares of its $0.0001 common stock to
an officer of the Company for a $9,000 stock subscription receivable. Subsequent
to May 31, 2010, the Company received $9,000 in full settlement of the receivable.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
F-9
On The Move Systems Corp.
(A Development Stage Corporation)
Notes to Financial Statements
For the Period from March 25, 2010 (Date of Inception)
through May 31, 2010
The Company does not own or lease property or lease office space. The office
space used by the Company was arranged by the founder of the Company to use at
no charge. The above amount is not necessarily indicative of the amount that
would have been incurred had a comparable transaction been entered into with
independent parties.
The above terms and amounts are not necessarily indicative of the terms and
amounts that would have been incurred had comparable transactions been entered
into with independent parties.
5. INCOME TAXES
There are no current or deferred income tax expense or benefit for the period
ended May 31, 2010.
The provision for income taxes is different from that which would be obtained by
applying the statutory federal income tax rate to income before income taxes.
The items causing this difference are as follows:
March 25, 2010
(Date of Inception) through
May 31, 2010
---------------------------
Tax benefit at U.S. statutory rate ................ $ -
State income tax benefit, net of federal benefit .. -
---------------------------
$ -
===========================
The Company did not have any temporary differences for the period from March
25, 2010 (Date of Inception) through May 31, 2010.
F-10
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. The Company may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Florida.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Florida law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The registrant will pay for all expenses incurred by this offering. Whether or not all of the offered shares are sold, these expenses are estimated as follows:
Securities and Exchange Commission registration fee |
$ |
4 |
Federal Taxes |
$ |
- |
State Taxes and Fees |
$ |
- |
Listing Fees |
$ |
- |
Printing Fees |
$ |
500 |
Transfer Agent Fees |
$ |
2,496 |
Accounting fees and expenses |
$ |
3,000 |
Legal fees and expenses |
$ |
4,000 |
TOTAL |
$ |
10,000 |
RECENT SALES OF UNREGISTERED SECURITIES
During the last three fiscal years we have had the following issuances of unregistered securities:
In March of 2010, we issued 9,000,000 shares to John Crawford, the Company's founder, in exchange for cash of $9,000. We relied upon Section 4(2) of the Securities Act, which exempts from registration "transactions by an issuer not involving any public offering.
It is our belief Mr. Crawford had such knowledge and experience in financial and business matters that he was capable of evaluating the merits and risks of the investment and therefore did not need the protections offered by registering their shares under Securities and Act of 1933, as amended.
Mr. Crawford certified that he was purchasing the shares for their own accounts, with investment intent. This offering was not accompanied by general advertisement or general solicitation and the shares were issued with a Rule 144 restrictive legend.
II-1
EXHIBITS
The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation K. All exhibits have been previously filed unless otherwise noted.
EXHIBIT NO. |
|
DOCUMENT DESCRIPTION |
3.1 |
|
Articles of Incorporation of On The Move Systems Corp. |
3.2 |
|
Bylaws of On The Move Systems Corp. |
4.1 |
|
Specimen Stock Certificate of On The Move Systems Corp. |
5.1 |
|
Opinion of Counsel |
14.1 |
|
Code of Ethics |
23.1 |
|
Consent of Accountants |
23.2 |
|
Consent of Counsel (included in Exhibit 5.1) |
99.1 |
|
Subscription Agreement On The Move Systems Corp. |
UNDERTAKINGS
The registrant hereby undertakes:
1. |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
|
(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act; |
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and |
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
2. |
That for the purpose of determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
|
3. |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and |
II-2
4. |
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
|
|
(i) |
Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424; |
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(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant; |
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(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and |
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(iv) |
Any other communication that is an offer in the offering made by the registrant to the purchaser. |
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 SEC 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.
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sarasota, Florida, on August 4, 2010.
ON THE MOVE SYSTEMS CORP. |
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By: |
/s/ John B. Crawford |
John B. Crawford President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director |
In accordance with the requirements of the Securities Act, this Prospectus has been signed by the following persons in the capacities and on the dates stated.
SIGNATURES |
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TITLE |
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DATE |
/s/ John B. Crawford |
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President, Chief Executive Officer,
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August 4, 2010 |
John B. Crawford |
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Accounting Officer, Secretary, Treasurer, Director |
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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
ON THE MOVE SYSTEMS CORP.
The undersigned hereby adopts the following ARTICLES OF INCORPORATION pursuant to the provisions of section 607.1003 of the Florida Business Corporation Act and does hereby certify as follows:
FIRST: That the Board of Directors of the Corporation by unanimous written consent duly adopted resolutions on March 25, 2010 proposing and declaring advisable that the Certificate of Incorporation of the Corporation be as follows:
ARTICLE 1. |
Name |
The name of this Corporation is: ON THE MOVE SYSTEMS CORP.
ARTICLE 2. |
Purpose |
The purpose for which this Corporation is formed is to conduct any lawful business allowable by the Laws of the State of Florida.
ARTICLE 3. |
Registered Office; Registered Agent |
The address of the registered office of the Corporation is 7674 37th Street Circle East Sarasota, FL 34243 and the name of its registered agent at such address is John Crawford.
ARTICLE 4. |
Principal Office |
The business address of the Corporation's principal office is: 7674 37th Street Circle East Sarasota FL, 34243.
ARTICLE 5. |
Duration |
The Corporation is to commence its corporate existence on the date of subscription and acknowledgement of these Articles of Incorporation and shall exist perpetually thereafter until dissolved according to law.
ARTICLE 6. |
Directors |
6.1 Number: The number of directors of the Corporation shall be subject to the Corporation's bylaws (the "Bylaws).
6.2 Term: Each director shall hold office until his or her successor shall be elected and shall qualify, or until he or she shall resign or be removed as set forth below.
6.3 Powers of Directors: Subject to the limitations contained in the Articles of incorporation and the Corporation law for the State of Florida concerning corporate action that must be authorized or approved by the shareholders of the Corporation, all corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the Corporation shall be controlled by the board.
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6.4 Removal of Directors: Any directors, any class of directors or the entire Board of Directors may be removed from office by stockholder vote at any time, without assigning any cause, but only if the holders of not less than two-thirds (2/3) of the outstanding shares of capital stock of the class of Common Stock which elected such director shall vote in favor of such removal.
ARTICLE 7. |
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Reserved
ARTICLE 8. |
Capitalization |
8.1 Authorized Shares: The total number of shares of capital stock that the Corporation has the authority to issue in one hundred million (100,000,000). The total number of shares of common stock that the Corporation is authorized to issue is one hundred million (100,000,000) and the par value of each share of such common stock is one-hundredth of one cent ($.0001) for an aggregate par value of ten thousand dollars ($10,000.00). The total number of preferred shares is ten million (10,000,000).
8.2 Statement of Rights for Common Shares:
(a) The holders of shares of common stock shall be entitled to receive dividends, if and when declared payable from time to time by the board of directors, from funds legally available for payment of dividends.
(b) In the event of any dissolution, liquidation or winding up of this Corporation, whether voluntary or involuntary, the holders of the then outstanding shares of common stock shall be entitled to receive, pro rata, any remaining assets of this Corporation available for distribution to its shareholders. The board of directors may distribute in kind to the holders of the shares of common stock such remaining assets of this Corporation or may sell, transfer or otherwise dispose of all or any part of such remaining assets to any other Corporation, trust or entity and receive payment in cash, stock or obligations of such other Corporation, trust or entity or any combination of such cash, stock, or obligations, and may sell all or any part of the consideration so received, and may distribute the consideration so received or any balance or proceeds of it to holders of the shares of common stock. The voluntary sale, conveyance, lease, exchange or transfer of all or substantially all the property or assets of this Corporation (unless in connection with that event the dissolution, liquidation or winding up of this Corporation is specifically approved), or the merger or consolidation of this Corporation into or with any other Corporation, or the merger of any other Corporation into it, or any purchase or redemption of shares of stock of this Corporation of any class, shall not be deemed to be a dissolution, liquidation or winding up of this Corporation for the purpose of this paragraph (b).
(c) Except as provided by law or this certificate of incorporation with respect to voting by class or series, each outstanding share of common stock of this Corporation shall entitle the holder of that share to one vote on each matter submitted to a vote at a meeting of shareholders.
ARTICLE 9. |
Shareholders |
9.1 Amendment of Bylaws: The board of directors has the power to make, repeal, amend and alter the bylaws of the Corporation, to the extent provided in the bylaws. However, the paramount power to repeal, amend and alter the bylaws, or to adopt new bylaws, is vested in the shareholders. This power may be exercised by a vote of a majority of shareholders present at any annual or special meeting of the shareholders. Moreover, the directors have no power to suspend, repeal, amend or otherwise alter any bylaw or portion of any bylaw so enacted by the shareholders, unless the shareholders, in enacting any bylaw or portion of any bylaw, otherwise provide.
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9.2 Personal Liability of Shareholders: The private property of the shareholders of this Corporation is not subject to the payment of corporate debts, except to the extent of any unpaid balance of subscription for shares.
9.3 Denial of Preemptive Rights: No holder of any shares of the Corporation of any class now or in the future authorized shall have any preemptive right as such holder (other than such right, if any, as the board of directors in its discretion may determine) to purchase or subscribe for any additional issues of shares of the Corporation of any class now or in the future authorized, nor any shares of the Corporation purchased and held as treasury shares, or any part paid receipts or allotment certificates in respect of any such shares, or any securities convertible into or exchangeable for any such shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire any such shares, whether such shares, receipts, certificates, securities, warrants or other instruments be unissued, or issued and subsequently acquired by the Corporation; and any such shares, receipts, certificates, securities, warrants or other instruments, in the discretion of the board of directors, may be offered from time to time to any holder or holders of shares of any class or classes to the exclusion of all other holders of shares of the same or any other class at the time outstanding.
9.4 Voting Rights: Except as otherwise expressly provided by the law of the State of Florida or this certificate of incorporation the holders of the common stock shall possess exclusive voting power for the election of directors and for all other purposes. Every holder of record of common stock entitled to vote shall be entitled to one vote for each share held.
9.5 Actions By Written Consent: Whenever the vote of shareholders at a meeting of shareholders is required or permitted to be taken for or in connection with any corporate action by any provision of the Corporation law of the State of Florida, or of this certificate of incorporation or of the bylaws authorized or permitted by that law, the meeting and vote of shareholders may be dispensed with if the proposed corporate action is taken with the written consent of the holders of stock having a majority of the total number of votes which might have been cast for or in connection with that action if a meeting were held; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for that action, and provided that prompt notice is given to all shareholders of the taking of corporate action without a meeting and by less than unanimous written consent.
ARTICLE 10. |
Amendments |
The Corporation shall be deemed, for all purposes, to have reserved the right to amend, alter, change or repeal any provision contained in its articles of incorporation, as amended, to the extent and in the manner now or in the future permitted or prescribed by statute, and all rights conferred in these Articles upon shareholders are granted subject to that reservation.
ARTICLE 11. |
Regulation of Business and Affairs of Corporation |
11.1 Powers of Board of Directors
(a) In furtherance and not in limitation of the powers conferred upon the board of directors by statute, the board of directors is expressly authorized, without any vote or other action by shareholders other than such as at the time shall be expressly required by statute or by the provisions of these Articles of incorporation, as amended, or of the bylaw, to exercise all of the powers, rights and privileges of the Corporation (whether expressed or implied in these Articles or conferred by statute) and to do all acts and things which may be done by the Corporation, including, without limiting the generality of the above, the right to:
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(i) Pursuant to a provision of the bylaw, by resolution adopted by a majority of the actual number of directors elected and qualified, to designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in that resolution or in the bylaw, shall have and exercise all the authority of the board of directors except as otherwise provided by law;
(ii) To make, alter, amend or repeal bylaw for the Corporation;
(iii) To authorize the issuance from time to time of all or any shares of the Corporation, now or in the future authorized, part paid receipts or allotment certificates in respect of any such shares, and any securities convertible into or exchangeable for any such shares (regardless of whether those shares, receipts, certificates or securities be unissued or issued and subsequently acquired by the Corporation), in each case to such Corporations, associations, partnerships, firms, individuals or others (without offering those shares or any part of them to the holders of any shares of the Corporation of any class now or in the future authorized), and for such consideration (regardless of whether more or less than the par value of the shares), and on such terms as the board of directors from time to time in its discretion lawfully may determine;
(iv) From time to time to create and issue rights or options to subscribe for, purchase or otherwise acquire any shares of stock of the Corporation of any class now or in the future authorized or any bonds or other obligations or securities of the Corporation (without offering the same or any part of them to the holders of any shares of the Corporation of any class now or in the future authorized);
(v) In furtherance and not in limitation of the provisions of the above subdivisions (iii) and (iv), from time to time to establish and amend plans for the distribution among or sale to any one or more of the officers or employees of the Corporation, or any subsidiary of the Corporation, of any shares of stock or other securities of the Corporation of any class, or for the grant to any of such officers or employees of rights or options to subscribe for, purchase or otherwise acquire any such shares or other securities, without in any case offering those shares or any part of them to the holders of any shares of the Corporation of any class now or in the future authorized; such distribution, sale or grant may be in addition to or partly in lieu of the compensation of any such officer or employee and may be made inconsideration for or in recognition of services rendered by the officer or employee, or to provide him/her with an incentive to serve or to agree to serve the Corporation or any subsidiary of the Corporation, or otherwise as the board of directors may determine; and
(vi) To sell, lease, exchange, mortgage, pledge, or otherwise dispose of or encumber all or any part of the assets of the Corporation unless and except to the extent otherwise expressly required by statute.
(b) The board of directors, in its discretion, may from time to time:
(i) Declare and pay dividends upon the authorized shares of stock of the Corporation out of any assets of the Corporation available for dividends, but dividends may be declared and paid upon shares issued as partly paid only upon the basis of the percentage of the consideration actually paid on those shares at the time of the declaration and payment;
(ii) Use and apply any of its assets available for dividends, subject to the provisions of these Articles, in purchasing or acquiring any of the shares of stock of the Corporation; and
(iii) Set apart out of its assets available for dividends such sum or sums as the board of directors may deem proper, as a reserve or reserves to meet contingencies, or for equalizing dividends, or for maintaining or increasing the property or business of the Corporation, or for any other purpose it may deem conducive to the best interests of the Corporation. The board of directors in its discretion at any time may increase, diminish or abolish any such reserve in the manner in which it was created.
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11.2 Approval of Interested Director or Officer Transactions: No contract or transaction 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, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose, if:
1. The material facts as to his/her 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 a vote sufficient for such purpose without counting the vote of the interested director or directors; or
2. The material facts as to his/her 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
3. The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the shareholders.
Interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee that authorizes the contract or transaction.
11.3 Indemnification:
(a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fee), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the
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Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such other court shall deem proper.
(c) To the extent that any person referred to in paragraphs (a) and (b) of this Article has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in paragraphs (a) and (b) of this Article. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.
(e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Corporation as provided in this Article.
(f) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(g) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Article 11.
(h) For the purposes of this Article, references to "the Corporation" include all constituent Corporations absorbed in a consolidation or merger as well as the resulting or surviving Corporation so that any person who is or was a director, officer, employee or agent of such a constituent Corporation or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving Corporation as he/she would if he/she had served the resulting or surviving Corporation in the same capacity.
SECOND: The date of adoption of these Articles of Incorporation was March 25,2010.
THIRD: These Amended and Restated Articles of Incorporation were authorized by the vote of the board of directors followed by the consent of a majority of all outstanding shares entitled to vote thereon. The number of votes cast by the shareholders was sufficient for approval.
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IN WITNESS WHEREOF, the undersigned director, hereby executes these Articles of Incorporation this 25th day of March 2010.
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/s/ John B. Crawford |
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John B. Crawford |
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CERTIFICATE OF DESIGNATION
REGISTERED AGENT/REGISTERED OFFICE
PURSUANT TO THE PROVISIONS OF SECTION 607.0501, FLORIDA STATUTES, THE UNDERSIGNED CORPORATION, ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA, SUBMITS THE FOLLOWING STATEMENT IN DESIGNATING THE REGISTERED OFFICE/REGISTERED AGENT, IN THE STATE OF FLORIDA.
1. The name of the corporation is: ON THE MOVE SYSTEMS CORP.
2. The name and address of the registered agent and office is:
John B. Crawford
7674 37th Street Circle East
Sarasota, Florida 34243
Having been named as registered agent and to accept service of process for the above stated corporation at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.
/s/ John B. Crawford |
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March 25, 2010 |
(signature) |
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March 25, 2010 |
DIVISION OF CORPORATIONS, P. O. BOX 6327, TALLAHASSEE, FL 32314
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1. |
OFFICES |
1.1. |
Registered Office |
The initial registered office of the Corporation shall be in 7674 37th Street Circle East Sarasota, Florida 34243.
1.2. |
Other Offices |
The Corporation may also have offices at such other places, both within and without the State of Florida as the Board of Directors may from time to time determine or as may be necessary or useful in connection with the business of the Corporation.
2. |
MEETINGS OF STOCKHOLDERS |
2.1. |
Place of Meetings |
All meetings of the stockholders shall be held at such place as may be fixed from time to time by the Board of Directors, the Chairperson or the President. Notwithstanding the foregoing, the Board of Directors may determine that the meeting shall not be held at any place, but may instead be held by means of remote communication.
2.2. |
Annual Meetings |
Unless directors are elected by written consent in lieu of an annual meeting, the Corporation shall hold annual meetings of stockholders, commencing with the year 2010, on such date and at such time as shall be designated from time to time by the Board of Directors, the Chairperson or the President, at which stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. If a written consent electing directors is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.
2.3. |
Special Meetings |
Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board of Directors, the Chairperson or the President.
2.4. |
Notice of Meetings |
Notice of any meeting of stockholders, stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and (if it is a special meeting) the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten nor
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more than sixty days before the date of the meeting (except to the extent that such notice is waived or is not required as provided in the Florida Business Corporation Act ("FBCA") or these Bylaws). Such notice shall be given in accordance with, and shall be deemed effective as set forth in, the FBCA
2.5. |
Waivers of Notice |
Whenever the giving of any notice is required by statute, the Certificate of Incorporation or these Bylaws, a written waiver thereof signed by the person or persons entitled to said notice, or a waiver thereof by electronic transmission by the person entitled to said notice, delivered to the Corporation, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice (1) of such meeting, except when the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (2) (if it is a special meeting) of consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter at the beginning of the meeting.
2.6. |
Business at Special Meetings |
Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice (except to the extent that such notice is waived or is not required as provided in the FBCA or these Bylaws).
2.7. |
List of Stockholders |
After the record date for a meeting of stockholders has been fixed, at least ten days before such meeting, the officer who has charge of the stock ledger of the Corporation shall make a list of all stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder (but not the electronic mail address or other electronic contact information, unless the Board of Directors so directs) and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (1) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (2) during ordinary business hours, at the principle place of business of the Corporation. If the meeting is to be held at a place, then such list shall also, for the duration of the meeting, be produced and kept open to the examination of any stockholder who is present at the time and place of the meeting. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
2.8. |
Quorum at Meetings |
Stockholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Except as otherwise provided by statute or by the Certificate of Incorporation, the holders of a majority of the shares entitled to vote at the meeting, and who are present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. Once a share is represented for any purpose at a meeting (other than solely to object (1) to holding the meeting or transacting business at the meeting, or (2) (if it is a special meeting) to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice), it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.
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2.9. |
Voting and Proxies |
Unless otherwise provided in the FBCA or in the Corporation's Certificate of Incorporation, and subject to the other provisions of these Bylaws, each stockholder shall be entitled to one vote on each matter, in person or by proxy, for each share of the Corporation's capital stock that has voting power and that is held by such stockholder. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. If authorized by the Board of Directors, and subject to such guidelines as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at such meeting whether such meeting is held at a designated place or solely by means of remote communication, provided that (1) the Corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (2) the Corporation implements reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (3) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action is maintained by the Corporation.
2.10. |
Required Vote |
When a quorum is present at any meeting of stockholders, all matters shall be determined, adopted and approved by the affirmative vote (which need not be by ballot) of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote with respect to the matter, unless the proposed action is one upon which, by express provision of statutes or of the Certificate of Incorporation, a different vote is specified and required, in which case such express provision shall govern and control with respect to that vote on that matter. Where a separate vote by a class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class. Notwithstanding the foregoing, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
2.11. |
Action Without a Meeting |
Any action required or permitted to be taken at a stockholders' meeting may be taken without a meeting, without prior notice and without a vote, if the action is taken by persons who would be entitled to vote at a meeting and who hold shares having voting power equal to not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders entitled to take action without a meeting, and delivered to the Corporation in the manner prescribed by the FBCA for inclusion in the minute book. No consent shall be effective to take the corporate action specified unless the number of consents required to take such action are delivered to the Corporation within sixty days of the delivery of the earliest-dated consent. A telegram, cablegram or other electronic transmission consenting to such action and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of this Section 2.11, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (1) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (2) the date on which such stockholder or proxy holder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which
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such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is delivered to the Corporation in accordance with the FBCA. Written notice of the action taken shall be given in accordance with the FBCA to all stockholders who do not participate in taking the action who would have been entitled to notice if such action had been taken at a meeting having a record date on the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.
3. |
DIRECTORS |
3.1. |
Powers |
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things, subject to any limitation set forth in the Certificate of Incorporation or as otherwise may be provided in the FBCA.
3.2. |
Number and Election |
The number of directors which shall constitute the whole board shall not be fewer than one (1) nor more than five (5). The first board shall consist of one director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors.
3.3. |
Nomination of Directors |
The Board of Directors shall nominate candidates to stand for election as directors; and other candidates also may be nominated by any Corporation stockholder, provided that such other nomination(s) are submitted in writing to the Secretary of the Corporation no later than 90 days prior to the meeting of stockholders at which such directors are to be elected, together with the identity of the nominator and the number of shares of the Corporation's stock owned, directly or indirectly, by the nominator. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.4 hereof, and each director elected shall hold office until such director's successor is elected and qualified or until the director's earlier death, resignation or removal. Directors need not be stockholders.
3.4. |
Vacancies |
Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by the affirmative vote of a majority of the directors then in office, although fewer than a quorum, or by a sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by the affirmative vote of a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Each director so chosen shall hold office until the next election of directors and until such director's successor is elected and qualified, or until the director's earlier death, resignation or removal. In the event that one or more directors resign from the Board, effective at a future date, a majority of the directors then in office who were elected by holders of the same class of stock as the director(s) so resigning, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of directors, and until such director's successor is elected and qualified, or until the director's earlier death, resignation or removal.
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3.5. |
Meetings |
3.5.1. |
Regular Meetings |
Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.
3.5.2. |
Special Meetings |
Special meetings of the Board may be called by the Chairperson or President on one day's notice to each director, either personally or by telephone, express delivery service (so that the scheduled delivery date of the notice is at least one day in advance of the meeting), telegram or facsimile transmission, and on five days' notice by mail (effective upon deposit of such notice in the mail). The notice need not describe the purpose of a special meeting.
3.5.3. |
Telephone Meetings |
Members of the Board of Directors may participate in a meeting of the board by any communication by means of which all participating directors can simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
3.5.4. |
Action Without Meeting |
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by each director, and delivered to the Corporation for inclusion in the minute book.
3.5.5. |
Waiver of Notice of Meeting |
A director may waive any notice required by statute, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. Except as set forth below, the waiver must be in writing, signed by the director entitled to the notice, or made by electronic transmission by the director entitled to the notice, and delivered to the Corporation for inclusion in the minute book. Notwithstanding the foregoing, a director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
3.6. |
Quorum and Vote at Meetings |
At all meetings of the board, a quorum of the Board of Directors consists of at least one (1) director, or a majority of the total number of directors prescribed pursuant to Section 3.2 of these Bylaws if such number of directors is greater than three (3). The vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these Bylaws.
3.7. |
Committees of Directors |
The Board of Directors may designate one or more committees, each committee to consist of one or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member
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or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter expressly required by the FBCA to be submitted to stockholders for approval or adopting, amending or repealing any bylaw of the Corporation; and unless the resolution designating the committee, these bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the FBCA and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members.
3.8. |
Compensation of Directors |
The Board of Directors shall have the authority to fix the compensation of directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.
4. |
OFFICERS |
4.1. |
Positions |
The officers of the Corporation shall be a Chairperson, a President, a Secretary and a Treasurer, and such other officers as the Board of Directors (or an officer authorized by the Board of Directors) from time to time may appoint, including one or more Vice Chairmen, Executive Vice Presidents, Vice Presidents, Assistant Secretaries and Assistant Treasurers. Each such officer shall exercise such powers and perform such duties as shall be set forth below and such other powers and duties as from time to time may be specified by the Board of Directors or by any officer(s) authorized by the Board of Directors to prescribe the duties of such other officers. Any number of offices may be held by the same person. As set forth below, each of the Chairperson, President, and/or any Vice President may execute bonds, mortgages and other contracts under the seal of the Corporation, if required, except where required or permitted by law to be otherwise executed and except where the execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
4.2. |
Chairperson |
The Chairperson shall be the presiding officer of the Corporation, shall (when present) preside at all meetings of the Board of Directors and stockholders.
4.3. |
President |
The President shall be the chief executive officer of the Corporation and shall have full responsibility and authority for general and active management and supervision of the operations of the Corporation for ensuring that all order and resolutions of the Board of Directors are carried into effect, and for performing all other duties which are incidental to the office of President. The President may execute bonds, mortgages and other contracts, under the seal of the Corporation, if required, 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.
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4.4. |
Vice President |
In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President.
4.5. |
Secretary |
The Secretary shall have responsibility for preparation of minutes of meetings of the Board of Directors and of the stockholders and for authenticating records of the Corporation. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors. The Secretary or an Assistant Secretary may also attest all instruments signed by any other officer of the Corporation.
4.6. |
Assistant Secretary |
The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, perform the duties and exercise the powers of the Secretary.
4.7. |
Treasurer |
The Treasurer shall have responsibility for the custody of the corporate funds and securities and shall see to it that full and accurate accounts of receipts and disbursements are kept in books belonging to the Corporation. The Treasurer shall render to the Chairperson, the President, and the Board of Directors, upon request, an account of all financial transactions and of the financial condition of the Corporation.
4.8. |
Assistant Treasurer |
The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, perform the duties and exercise the powers of the Treasurer.
4.9. |
Term of Office |
The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors.
4.10. |
Compensation |
The compensation of officers of the Corporation shall be fixed by the Board of Directors, or any committee established by the Board of Directors.
4.11. |
Fidelity Bonds |
The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.
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5. |
CAPITAL STOCK |
5.1. |
Certificates of Stock; Uncertificated Shares |
The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution that some or all of any or all classes or series of the Corporation's stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate (representing the number of shares registered in certificate form) signed in the name of the Corporation by the Chairperson, President or any Vice President, and by the Treasurer, Secretary or any Assistant Treasurer or Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar whose signature or facsimile signature appears on a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.
5.2. |
Lost Certificates |
The Board of Directors, Chairperson, President or Secretary may direct a new certificate of stock to be issued in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing such issuance of a new certificate, the board or any such officer may, as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner's legal representative, to advertise the same in such manner as the board or such officer shall require and/or to give the Corporation a bond or indemnity, in such sum or on such terms and conditions as the board or such officer may direct, as indemnity against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate or uncertificated shares.
5.3. |
Record Date |
5.3.1. |
Actions by Stockholders |
In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty days nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned meeting.
In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the FBCA shall be the
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first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by the FBCA. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the FBCA, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
5.3.2. |
Payments |
In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
5.4. |
Stockholders of Record |
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, to receive notifications, to vote as such owner, and to exercise all the rights and powers of an owner. The Corporation 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 may be provided by the FBCA.
6. |
GENERAL PROVISIONS |
6.1. |
Inspection of Books and Records |
Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation's records as provided by the FBCA and to make copies or extracts there from. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office or at its principal place of business.
6.2. |
Dividends |
The Board of Directors may declare dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and the laws of the State of Florida.
6.3. |
Reserves |
The directors of the Corporation may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.
6.4. |
Execution of Instruments |
All checks, drafts or other orders for the payment of money, and promissory 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.
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6.5. |
Fiscal Year |
The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
6.6. |
Seal |
The corporate seal shall be in such form as the Board of Directors shall approve. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
* * * * *
The foregoing Bylaws were adopted by the Board of Directors on March 25, 2010.
Secretary
/s/ John B. Crawford
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EXHIBIT 4.1
[FRONT]
Form of Share Certificate
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
[LOGO]
CUSIP NO. [sample]
On The Move Systems Corp.
AUTHORIZED COMMON STOCK: 100,000,000 SHARES
PAR VALUE: $0.0001 PER SHARE
THIS CERTIFIES THAT
[SAMPLE]
IS THE RECORD HOLDER OF __________________
Shares of On The Move Systems Corp. Common Stock transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
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Secretary |
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President |
[ON THE MOVE SYSTEMS CORP. CORPORATE SEAL FLORIDA]
[BACK]
Signature must be guaranteed by a firm which is a member of a registered national stock exchange, or by bank (other than a savings bank), or a trust company. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.
Additional abbreviations may also be used though not on the above list.
For Value Received, _______hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER |
IDENTIFYING NUMBER OF ASSIGNEE |
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(Please print or typewrite name and address, including zip code or assignee) |
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Shares |
of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint
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Attorney |
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated: ____________________________________________ |
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatever
EXHIBIT 5.1
Suite 1210 - 777 Hornby Street
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Our File No: 1083-1
August 2, 2010
On The Move Systems Corp.
7674 37 th Street Circle East
Sarasota, FL, 34243
Dear :
Re: |
Common Stock of On The Move Systems Corp. Registered on Form S-1, filed on August 2, 2010 |
We have acted as counsel to On The Move Systems Corp. (the Company), a corporation incorporated under the laws of the State of Florida, in connection with the filing, on August 2, 2010, of a registration statement on Form S-1 (the Registration Statement) under the Securities Act of 1933 , as amended (the Securities Act) of 3,500,000 shares of common stock for sale by the Company (the Registered Shares).
We have examined the originals or certified copies of such corporate records of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies or as facsimiles of copies or originals, which assumptions we have not independently verified.
Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion that the Registered Shares shall, when sold, be legally issued, fully paid and non-assessable.
We have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Florida corporation. This opinion letter is opining upon and is limited to the current federal laws of the United States and, as set forth above, Florida law, including the statutory provisions, all applicable provisions of the Florida Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations of the Securities and Exchange Commission.
Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the State of New York.
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On The Move
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Yours truly,
W.L. MACDONALD LAW CORPORATION
Ss W.L. MACDONALD LAW CORPORATION
1210 777 Hornby Street, Vancouver, BC V6Z 1S4 Canada Tel: (604) 689-1022 Fax: (604) 681-4760
Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the State of New York.
EXHIBIT 14.1
ON THE MOVE SYSTEMS CORP..
CODE OF BUSINESS CONDUCT AND ETHICS
(ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 25, 2010
INTRODUCTION
This Code of Business Conduct and Ethics (the "CODE") covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees of the Company. All of our officers, directors and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company's agents and representatives, including consultants.
If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor or an officer of the company.
Those who violate standards in this Code will be subject to disciplinary action, up to and including termination of employment.
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1. |
COMPLIANCE WITH LAWS, RULES AND REGULATIONS |
Obey the law, both in letter and in spirit, is the foundation on which our ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough about them to determine when to seek advice from supervisors, managers or other appropriate personnel.
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2. |
CONFLICTS OF INTEREST |
A "conflict of interest" exists when a person's private interests interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and efficiently. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.
It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by our board of directors ("BOARD OF DIRECTORS"). Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult with the procedures described in Section 14 of this Code.
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3. |
INSIDER TRADING |
Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for persona financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal.
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4. |
CORPORATE OPPORTUNITIES |
Employees, officer and directors are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company, directly or indirectly.
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COMPETITION AND FAIR DEALING |
We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each officer, director and employee should respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift, or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent, unless it (a) is not in cash, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff and (e) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.
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DISCRIMINATION AND HARASSMENT |
The diversity of the Company's employees is a tremendous asset. We are firmly committed to providing equal opportunity in all respects aspects of employment and will not tolerate illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.
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7. |
HEALTH AND SAFETY |
The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of alcohol and/or illegal drugs in the workplace will not be tolerated.
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8. |
RECORD-KEEPING |
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.
Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Company's controller or chief financial officer ("CFO").
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All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform to both applicable legal requirements and to the Company's systems of accounting and internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable laws or regulations.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company's record retention policies. In accordance with these policies, in the event of litigation or governmental investigation please consultant your supervisor. All e-mail communications are the property of the Company and employees, officers and directors should not expect that Company or personal e-mail communications are private. All e-mails are the property of the Company. No employee, officer or director shall use Company computers, including to access the internet, for personal or non-Company business.
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9. |
CONFIDENTIALITY |
Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, employees, officers and directors may be required to execute confidentiality agreements confirming their agreement to be bound not to disclose confidential information. If you are uncertain whether particular information is confidential or non-public, please consult your supervisor.
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PROTECTION AND PROPER USE OF COMPANY ASSETS |
All officers, directors and employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business.
The obligation of officers, directors and employees to protect the Company's assets includes it proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.
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PAYMENTS TO GOVERNMENT PERSONNEL |
The Unites States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.
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In addition, the U. S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gist, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.
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WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS |
Any waiver of the provisions of this Code may be made only by the Board of Directors and will be promptly disclosed as required by law or stock exchange rule or regulation.
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REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR |
Employees are encouraged to talk with supervisors, managers or Company officials about observed illegal or unethical behavior, and when in doubt about the best course of action in an particular situation. It is the Company's policy not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct, and the failure to do so could serve as grounds for termination. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.
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COMPLIANCE PROCEDURES |
We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations, it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that may arise, it is important that we have a way to approach a new question or problem. These are steps to keep in mind:
MAKE SURE YOU HAVE ALL THE FACTS. In order to reach the rights solutions, we must be as fully informed as possible.
ASK YOURSELF, WHAT SPECIFICALLY AM I BEING ASKED TO DO - DOES IT SEEM UNETHICAL OR IMPROPER? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
CLARIFY YOUR RESPONSIBILITY AND ROLE. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Keep in mind that it is your supervisor's responsibility to help solve problems. If your supervisor does not or cannot remedy the situation, or you are uncomfortable binging the problem to the attention of your supervisor, bring the issue to the attention of the human resources supervisor, or to an officer of the Company.
YOU MAY REPORT ETHICAL VIOLATIONS IN CONFIDENCE AND WITHOUT FEAR OF RETALIATION. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind for good faith reports of ethical violations.
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ALWAYS ASK FIRST - ACT LATER. If you are unsure of what to do in any situation, seek guidance BEFORE YOUR ACT.
CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS. The Company has a Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. The Chief Executive Officer ("CEO") and senior financial officers of the Company, including its CFO and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers of the Company are also subject to the following specific policies:
1. The CEO and senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports and other filings required to be made by the Company with the Securities and Exchange Commission. Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of the Board of Directors any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise impairs the ability of the Company to make full, fair, accurate, timely and understandable public disclosures.
2. The CEO and each senior financial officer shall promptly bring to the attention of the Company's Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
3. The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors and the Audit Committee any information he or she may have concerning any violation of the Company's Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and processional relationships, involving management or other employees who have a significant rule in the Company's financial reporting, disclosures or internal controls.
4. The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors and Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.
5. The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics of these additional procedures by the CEO and the Company's senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or reassignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual's employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.
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EXHIBIT 23.1
Peter Messineo
Certified Public Accountant
1982 Otter Way Palm Harbor FL 34685
peter@cpa-ezxl.com
T 727.421.6268 F 727.674.0511
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
I consent to the inclusion in the Prospectus, of which this Registration Statement on Form S-1 is a part, of the report dated July 22, 2010 relative to the financial statements of On The Move Systems Corp., as of May 31, 2010 and the period March 25, 2010 (date of inception) through May 31, 2010.
I also consent to the reference to my firm under the caption "Experts" in such Registration Statement.
/s/ Peter Messineo, CPA
Peter Messineo, CPA
Palm Harbor Florida
August 2, 2010
EXHIBIT 99.1
SUBSCRIPTION AGREEMENT
ON THE MOVE SYSTEMS CORP.
(the Company)
7674 37th Street Circle East
Sarasota, FL 34243
Tel: 941-586-3938
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Instructions . |
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Each person considering subscribing for common shares of the Company should review the following instructions: |
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Subscription Agreement : Please complete, execute and deliver to the Company the enclosed copy of the Subscription Agreement. The Company will review the materials and, if the subscription is accepted, the Company will execute the Subscription Agreement and return one copy of the materials to you for your records. |
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The Company shall have the right to accept or reject any subscription, in whole or in part. |
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An acknowledgment of the acceptance of your subscription will be returned to you promptly after acceptance. |
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Payment: Payment for the amount of the Shares subscribed for shall be made at the time of delivery of the properly executed Subscription Agreement, or such date as the Company shall specify by written notice to subscribers (unless such period is extended in the sole discretion of the President of the Company), of a check, bank draft or wire transfer of immediately available funds to the Company at the address set forth below or an account specified by the Company. The closing of the transactions contemplated hereby (the "Closing") will be held on such date specified in such notice (unless the closing date is extended in the sole discretion of the President of the Company). There is no minimum aggregate amount of Shares which must be sold as a condition precedent to the Closing, and the Company may provide for one or more Closings while continuing to offer the Shares that constitute the unsold portion of the Offering. |
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B. |
Communications . |
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All documents and check should be forwarded to: |
ON THE MOVE SYSTEMS CORP.
(the Company)
7674 37th Street Circle East
Sarasota, FL 34243
Tel: 941-586-3938
THE PURCHASE OF SHARES OF ON THE MOVE SYSTEMS CORP. INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.
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EVERY POTENTIAL INVESTOR PRIOR TO ANY INVESTMENT OR PURCHASE OF ON THE MOVE SYSTEMS CORP.S SHARES SHOULD READ THE PROSPECTUS RELATING TO THIS OFFERING.
ON THE MOVE SYSTEMS CORP.
(the Company)
7674 37th Street Circle East
Sarasota, FL 34243
Tel: 941-586-3938
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
The undersigned (the "Subscriber") hereby subscribes for that number of shares (the Shares) of the Company set forth below, upon and subject to the terms and conditions set forth in the Companys final prospectus filed on Form 424A and dated _________, 2010 (the Prospectus).
The Subscriber acknowledges, represents and warrants as of the date of this Subscription Agreement that:
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no person has made to the Subscriber any written or oral representations: |
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(a) that any person will resell or repurchase the Shares, |
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(b) that any person will refund the purchase price of the Shares, or |
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(c) as to the future price or value of the Shares; |
2. |
the Company has provided to the Subscriber a copy of the Prospectus and has made available a copy of the Companys Registration Statement on Form S-1 filed on ________________, 2010; and |
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the representations, warranties and acknowledgements of the Subscriber contained in this Section will survive the closing of this Agreement. |
The Subscriber acknowledges that the Subscriber has a two day cancellation right and can cancel this Subscription Agreement by sending notice to the Company by midnight on the 2nd business day after the Subscriber signs this Subscription Agreement.
Total Number of Shares to be Acquired: |
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Amount to be paid (price of $0.015 USD per Share): |
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IN WITNESS WHEREOF , the undersigned has executed this Subscription Agreement this ______ day of ____________________, 2010.
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If Joint Ownership, check one (all parties must sign above):
£ Joint Tenants with Right of Survivorship
£ Tenants in Common
£ Community Property
If Fiduciary or a Business or an Organization, check one:
£ Trust
£ Estate
£ Power of Attorney
Name and Type of Business Organization:
__________________________________________________
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Identification Authentication REQUIRED [Attach photocopy of ID]
Below is my (check one) £ Government ID# - £ Social Security# - £ Passport# - £ Tax ID# -
£ Drivers License# - £ Other _________________: # _______________________________
Signature : ___________________________________________
ACCEPTANCE OF SUBSCRIPTION
The foregoing Subscription is hereby accepted for and on behalf of ON THE MOVE SYSTEMS CORP. this ______ day of ____________________, 2010.
By: _____________________________
John B. Crawford, President
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