UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BUSINESS OUTSOURCING SERVICES, INC.
(Exact Name of Registrant as Specified in our Charter)
Nevada 7389 98-0583166
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) I.D No.)
|
Business Outsourcing Services, Inc.
1001 SW 5th Avenue, Suite 1100
Portland, Oregon 97204
United States
503-206-0935
(Name, address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Gersten Savage LLP
David E. Danovitch, Esq.
Cheryll J. Calaguio, Esq.
600 Lexington Avenue, 9th Floor
New York, NY 10022-6018
Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
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 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
==============================================================================================
Proposed
Maximum Proposed
Amount Offering Maximum Amount of
to be Price per Aggregate Registration
Registered Share(1) Offering Fee(2)
----------------------------------------------------------------------------------------------
Common stock of the registrant,
par value $.001 per share(3) 700,000 $0.10 $70,000 $3.91
----------------------------------------------------------------------------------------------
Total 700,000 $0.10 $70,000 $3.91
==============================================================================================
|
(1) This price was arbitrarily determined by us.
(2) Estimated solely for the purpose of calculating the registration fee under
Rule 457(c) of the Securities Act.
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 OR JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED BY THE LAW OF SUCH STATE OR JURISDICTION. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SUBJECT TO COMPLETION, DATED APRIL 2, 2009
PRELIMINARY PROSPECTUS
BUSINESS OUTSOURCING SERVICES, INC.
700,000 SHARES
OF
COMMON STOCK
This prospectus relates to the resale by certain selling shareholders of up to 700,000 shares of our common stock, par value $0.001 per share.
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. Our common stock is not traded on any market or securities exchange.
The selling shareholders will sell our shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. This offering price was arbitrarily determined by us. The expenses of the offering are estimated at $24,502.75 and will be paid by us.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. CONSIDER CAREFULLY THE "RISK FACTORS" DETAILED ON PAGE 4 OF THIS PROSPECTUS BEFORE INVESTING.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this offering, Business Outsourcing Services, Inc., or the shares of our Common Stock offered hereby that is different from the information included in this prospectus. If anyone provides you with different information, you should not rely on it.
The date of this prospectus is April __, 2009
TABLE OF CONTENTS
Page
----
GENERAL................................................................... 1
PROSPECTUS SUMMARY........................................................ 1
RISK FACTORS.............................................................. 4
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS......................... 10
TAX CONSIDERATIONS........................................................ 10
USE OF PROCEEDS........................................................... 10
DETERMINATION OF OFFERING PRICE........................................... 10
DILUTION.................................................................. 10
SHARES ELIGIBLE FOR RESALE................................................ 11
SELLING SECURITY-HOLDERS.................................................. 12
PLAN OF DISTRIBUTION...................................................... 15
DESCRIPTION OF SECURITIES................................................. 16
INTERESTS OF NAMED EXPERTS AND COUNSEL.................................... 16
LEGAL REPRESENTATION...................................................... 17
EXPERTS................................................................... 17
TRANSFER AGENT............................................................ 17
DESCRIPTION OF BUSINESS................................................... 17
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS......................... 36
MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION............................. 36
RESULTS OF OPERATIONS..................................................... 37
LIQUIDITY AND CAPITAL RESOURCES........................................... 37
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE..................................................... 37
DIRECTORS AND EXECUTIVE OFFICERS.......................................... 38
EXECUTIVE COMPENSATION.................................................... 39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............ 40
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................ 40
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES.......................................................... 40
WHERE YOU CAN FIND ADDITIONAL INFORMATION................................. 40
|
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE ON THE DATE OF THIS DOCUMENT.
GENERAL
As used in this Prospectus, references to the "Business Outsourcing," "Company," "we," "our," "ours" and "us" refer to Business Outsourcing Services, Inc., unless the context otherwise requires. In addition, references to our "financial statements" are to our consolidated financial statements except as the context otherwise requires and any references to "fiscal year" refers to our fiscal year ending November 30. Unless otherwise indicated, the term "common stock" refers to shares of the Company's common stock.
PROSPECTUS SUMMARY
The following summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To understand this offering fully, you should read the entire prospectus carefully, including the risk factors and our financial statements and the notes accompanying the financial statements appearing elsewhere in this prospectus.
THE COMPANY
WHERE YOU CAN FIND US
Our principal executive offices are located at 1001 SW 5th Avenue, Suite 1100, Portland, Oregon 97204. Our telephone number is (503) 206-0935. We have obtained the rights to the website address http://www.mi-accountant.com, which is currently in construction.
The information on our website is not a part of this prospectus.
CORPORATE BACKGROUND
We were incorporated in the state of Nevada on June 5, 2008, under the name Business Outsourcing Services, Inc., and are engaged in providing online accounting and bookkeeping services to small and medium sized companies who seek to save money by outsourcing these services.
We plan to use a secure web site for our services and to facilitate the exchange of information between our clients and ourselves.
Prospective clients who visit our web will find comprehensive information regarding the services we offer. If they so choose, prospective clients may also register for our services through the same website. Our products and services will be delivered and/or rendered through a "Client Portal" on our web site.
Upon registration, we will offer each client a one-hour telephone "Needs Analysis" to start each client engagement. The Needs Analysis will be conducted at a pre-arranged time and date before we commence any work for the client. The Needs Analysis will enable us to assess which services best suit the individual needs of each client. This will also enable us to provide each client with a more accurate quote for the services rendered for first three months of engagement. The initial three month period is further intended to allow us to develop a foundation for ongoing discussions with the client about what they can expect from us and the services that we are able to provide.
THE OFFERING
Securities Being Offered Up to 700,000 shares of common stock.
Initial Offering Price The selling shareholders will sell our shares
at $0.10 per share until our shares are quoted
on the OTC Bulletin Board, and thereafter at
prevailing market prices or privately
negotiated prices. This price was determined
arbitrarily by us.
Terms of the Offering The selling shareholders will determine when
and how they will sell the common stock
offered in this prospectus.
Termination of the Offering The offering will conclude when all of the
700,000 shares of common stock have been sold
or we, in our sole discretion, decide to
terminate the registration of the shares. We
may decide to terminate the registration if it
is no longer necessary due to the operation of
the resale provisions of Rule 144 promulgated
under the Securities Act of 1933. We also may
terminate the offering for no reason
whatsoever.
Risk Factors The securities offered hereby involve a high
degree of risk and should not be purchased by
investors who cannot afford the loss of their
entire investment. See "Risk Factors"
beginning on page 4.
Common Stock Issued and
Outstanding Before Offering 2,300,000 shares of our common stock are
issued and outstanding as of the date of this
prospectus. All of the common stock to be sold
under this prospectus will be sold by our
existing shareholders.
Common Stock Issued and
Outstanding After Offering 2,300,000 shares
Use of Proceeds We will not receive any proceeds from the sale
of the common stock by the selling
shareholders.
|
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
THE FOLLOWING TABLE PRESENTS SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA AND HAS BEEN DERIVED FROM OUR AUDITED FINANCIAL STATEMENTS FOR THE PERIOD SINCE INCEPTION UP TO NOVEMBER 30, 2008. THE INFORMATION BELOW SHOULD BE READ IN CONJUNCTION WITH "SELECTED HISTORICAL FINANCIAL AND OTHER DATA," "MANAGEMENT'S
DISCUSSION AND PLAN OF OPERATIONS" AND OUR FINANCIAL STATEMENTS AND THE NOTES TO OUR FINANCIAL STATEMENTS, EACH OF WHICH IS INCLUDED IN ANOTHER SECTION OF THIS PROSPECTUS.
(US Dollars) November 30, 2008
-----------------
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues --
Total Operating Costs and Expenses 3,500
------
Loss from Operations 3,500
Interest Income(expense)-net --
------
Net (loss) 3,500
CONSOLIDATED BALANCE SHEET DATA:
Cash and Cash Equivalents 55,000
------
Total Assets 55,000
Total Liabilities 3,500
------
Total Stockholders' Equity 51,500
|
RISK FACTORS
The securities offered hereby involve a substantial risk of loss. Prospective investors should carefully consider the risks and uncertainties described below before making an investment in our securities. The risks and uncertainties described below are those which management currently believes may significantly affect us.
RISKS RELATED TO OUR BUSINESS
WE INCURRED HISTORICAL LOSSES AS A RESULT, WE MAY NOT BE ABLE TO GENERATE PROFITS, SUPPORT OUR OPERATIONS, OR ESTABLISH A RETURN ON INVESTED CAPITAL.
We incurred net losses from our inception, June 5, 2008 to our fiscal year ended November 30, 2008 in the amount of $3,500. In addition, we expect to increase our operating expenses to fund our anticipated growth. We cannot assure you that any of our business strategies will be successful or that significant revenues or profitability will ever be achieved or, if they are achieved, that they can be consistently sustained or increased on a quarterly or annual basis.
WE EXPECT OUR OPERATING LOSSES TO CONTINUE
We expect to incur increased operating expenses during the next 12 months. The amount of time required for us, as well as the net losses to be incurred in order for us to reach and sustain profitability is uncertain. The likelihood of our success must be considered in light of the problems, expenses, difficulties, and delays frequently encountered in connection with our business, including, but not limited to the increase in costs to be incurred for research and development, protection of our intellectual property and the marketing and delivery of our product. There can be no assurance that we will ever generate revenue or achieve profitability at all or on any substantial basis.
OUR CUSTOMERS ARE SMALL AND MEDIUM-SIZED BUSINESSES, WHICH CAN BE CHALLENGING TO COST-EFFECTIVELY REACH, ACQUIRE AND RETAIN.
Our services will be offered and provided to small and medium sized businesses ("SMBs"). To grow our revenue quickly, we must constantly add new customers, sell additional services to existing customers and encourage existing customers to renew their agreements with us upon expiry. However, selling to and retaining SMBs can be more difficult than selling to and retaining large enterprises because SMB customers:
* are more price sensitive;
* are more difficult to reach with traditional marketing campaigns;
* have high churn rates in part because of the nature of their businesses;
* often require higher sales, marketing and support expenditures by vendors that sell to them per revenue dollar; and
* are more vulnerable to negative changes in the general economic environment that may disrupt continued business operations.
If we are unable to cost-effectively market and sell our service to our target customers, our ability to grow our revenue quickly and become profitable will be harmed.
THE MARKET FOR OUR SERVICES IS PRICE SENSITIVE, AND IF THE PRICES WE CHARGE FOR OUR SERVICES ARE UNACCEPTABLE TO OUR CUSTOMERS, OUR OPERATING RESULTS WILL SUFFER.
Our services will be provided to SMBs which are very price sensitive. We have limited experience with respect to determining the appropriate prices for our services. As the market for our services matures, or as new competitors introduce new products or services that compete with ours, we may be unable to renew our agreements with existing customers or attract new customers at the same price or based on the same pricing model that we may have previously used. As a result, it is possible that competitive dynamics in our market may require us to change our pricing model or reduce our prices, which could negatively impact our revenue, gross margin and operating results.
OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR CURRENT BUSINESS AND FUTURE PROSPECTS, AND MAY INCREASE THE RISK OF YOUR INVESTMENT.
Our company has been in existence only since June 2008. Our limited operating history will make it difficult to evaluate our current business and our future prospects. We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries. If we do not address these risks successfully, our business will be harmed, which may increase the risk to an investment in our securities.
WE DEPEND SUBSTANTIALLY ON CUSTOMERS REGISTERING, RENEWING AND UPGRADING THEIR SUBSCRIPTIONS FOR OUR SERVICES. ANY DECLINE IN OUR CUSTOMER REGISTRATION, RENEWALS AND UPGRADES WOULD HARM OUR FUTURE OPERATING RESULTS.
Our services will be offered and rendered pursuant to service agreements that have a specific term and are not automatically renewable. Our ability to grow will be dependent in part on customers renewing their registration after the term of their initial subscriptions. Our customers' renewal rates may decline or fluctuate because of several factors, including their satisfaction or dissatisfaction with our services, the prices of our services, the prices of services offered by our competitors or reductions in our customers' spending levels. If our customers do not renew their subscriptions for our services, renew on less favorable terms, or do not register for other services offered by us, our revenue may grow more slowly than expected or decline and our profitability and gross margins may be harmed.
IF THE SECURITY MEASURES UNDERTAKEN BY US TO PROTECT OUR CUSTOMER'S DATA ARE BREACHED AND UNAUTHORIZED PARTIES ARE ABLE TO ACCESS A CUSTOMER'S DATA, WE MAY INCUR SIGNIFICANT LIABILITIES, OUR SERVICE MAY BE PERCEIVED AS NOT BEING SECURE AND CUSTOMERS MAY CURTAIL OR STOP USING OUR SUITE.
The services we plan to offer will involve the storage of large amounts of our customers' financial information. If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and someone obtains unauthorized access to our customers' data, we could incur significant liability to our customers. As a consequence, our business will suffer and our reputation may be irreparably damaged. Because techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventive measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose sales and customers or we may be sued by our customers. We do not have, and are likely not to have for the foreseeable future, insurance that will adequately cover any liability to a customer under these circumstances.
IF WE DO NOT ACCURATELY AND TIMELY PROVIDE OUR SERVICES, OUR OPERATING RESULTS WILL GREATLY SUFFER.
Our ability to achieve success is dependent on our ability to accurately and timely provide our bookkeeping and accounting services. Any defect in the software used by us to provide our services, or any human errors that may occur, will significantly affect the quality of our end product (i.e. reconciliation of accounts or reports issued to clients). At this time, we have not established measures to detect defects in the software used, or to prevent human error. Our inability to timely detect and prevent such errors will greatly affect our end product and our operating results may suffer. Customers may also make warranty claims against us, which could result in an increase in our provision for doubtful accounts, an increase in collection cycles for accounts receivable or costly litigation. We do not maintain and do not expect to maintain in the foreseeable future, insurance to adequately cover these risks.
IF WE DO NOT EFFECTIVELY BUILD AND TRAIN OUR DIRECT SALES FORCE AND OUR SERVICES AND SUPPORT TEAMS, OUR FUTURE OPERATING RESULTS WILL SUFFER.
We plan to build our direct sales force and our services and support teams to increase our customer base and revenue. We believe that there is significant competition for direct sales, service and support personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of personnel to support our growth. New hires require significant training and, in most cases, take significant time before they achieve full productivity. Our recent hires and planned hires may not become as productive as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business. If our efforts to build a direct sales force are not successful or do not generate a corresponding increase in revenue, our business will be harmed.
IF WE ARE UNABLE TO DEVELOP OUR SERVICES TO ADDRESS CHANGING CUSTOMER NEEDS, OR TO SELL OUR SERVICES INTO NEW MARKETS, OUR REVENUE WILL NOT GROW AS EXPECTED.
Our ability to attract new customers and increase revenue from existing customers will depend in large part on our ability to enhance and improve our services, to develop new services to existing clients, as well as to sell into new markets. The success of any enhancement or new service depends on several factors, including the timely completion, introduction and market acceptance of the enhancement or service. Any new service we develop or acquire may not be introduced in a timely or cost-effective manner and may not achieve the broad market acceptance necessary to generate significant revenue. Any new markets into which we attempt to sell our services may not be receptive. If we are unable to successfully develop or acquire new services, enhance our existing services to meet customer requirements or sell our services into new markets, our revenue will not grow as expected.
WE ARE VULNERABLE TO THE CURRENT ECONOMIC CRISIS WHICH MAY NEGATIVELY AFFECT OUR PROFITABILITY.
The worldwide recession is placing severe constraints on the ability of all companies, particularly smaller ones, to raise capital, operate effectively and profitably and to plan for the future. At the present time, it is not clear how big, or how severe, this economic crisis may be. As a small, start-up company we will be especially vulnerable to these conditions. If current economic conditions do not improve, or if it worsens, our business will likely be affected negatively and will suffer.
IF WE ARE UNABLE TO CONTROL THE COSTS OF PROVIDING OUR SERVICES, WE WILL BE UNABLE TO EARN PROFIT WITHIN THE TIMEFRAME WE ANTICIPATE.
An important element of our business plan is our ability to control the cost of providing our services to our clients or customers by retaining qualified bookkeepers within the Philippines. Retention of such bookkeepers entails minimal labor costs and our inability to retain qualified bookkeepers in the Philippines will likely result in an increase in our labor costs. Any increase in our costs will result in a decrease in our potential profit.
ASSERTIONS BY A THIRD PARTY THAT WE INFRINGE ITS INTELLECTUAL PROPERTY, WHETHER SUCCESSFUL OR NOT, COULD SUBJECT US TO COSTLY AND TIME-CONSUMING LITIGATION OR EXPENSIVE LICENSES.
The software and technology industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition and become a publicly traded company, the possibility of intellectual property rights claims against us may grow. Our technologies may not be able to withstand any third-party claims or rights against their use.
Any intellectual property rights claim against us, with or without merit, could be time-consuming, expensive to litigate or settle and could divert management attention and financial resources. An adverse determination also could prevent us from offering our suite to our customers and may require that we procure or develop substitute services that do not infringe.
For any intellectual property rights claim against us or our customers, we may have to pay damages or stop using technology found to be in violation of a third party's rights. We may have to seek a license for the technology, which may not be available on reasonable terms, if at all, may significantly increase our operating expenses or may require us to restrict our business activities in one or more respects. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense.
GOVERNMENT REGULATION OF THE INTERNET AND E-COMMERCE IS EVOLVING, AND UNFAVORABLE CHANGES OR OUR FAILURE TO COMPLY WITH REGULATIONS COULD HARM OUR BUSINESS AND OPERATING RESULTS.
As Internet commerce continues to evolve, increasing regulation by federal, state or foreign agencies may become more likely. For example, the need for increased regulation in the area of data privacy, and laws and regulations applying to the solicitation, collection, processing or use of personal or consumer information has been suggested by a number of politicians and if enacted could affect our customers' ability to use and share data, potentially reducing demand for our services. Any regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the Internet and the viability of Internet-based services, which could harm our business and operating results.
WE WILL RELY ON OUR KEY EMPLOYEES AND NEED ADDITIONAL PERSONNEL TO GROW OUR BUSINESS, AND THE LOSS OF ONE OR MORE KEY EMPLOYEES OR OUR INABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL COULD HARM OUR BUSINESS.
Our success and future growth depends to a significant degree on the skills and continued services of our key employee, Guilbert Cuison, our President, Secretary and Director. Our future success also depends on our ability to attract, retain and motivate highly skilled technical, managerial, sales, marketing and service and support personnel, including members of our management team. Competition for sales, marketing and technology development personnel is particularly intense in the software and technology industries. As a result, we
may be unable to successfully attract or retain qualified personnel. Our inability to attract and retain the necessary personnel could harm our business. We have no employment agreement or insurance policy insuring the life of our president and thus we are at risk should he become incapacitated, die, or otherwise voluntarily leave our employ.
RISKS RELATING TO OUR COMMON STOCK
BECAUSE OUR DIRECTORS AND OFFICERS OWN 69.6% OF OUR OUTSTANDING COMMON STOCK, THEY CAN EXERT SIGNIFICANT INFLUENCE OVER CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
Our directors and officer collectively own approximately 69.6% of the outstanding shares of our common stock. Accordingly, they can exert significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and a change in control. The interests of our directors and officers may differ from the interests of our other shareholders and thus result in corporate decisions that are disadvantageous to our other shareholders.
CURRENTLY, THERE IS NO PUBLIC MARKET FOR OUR SECURITIES, AND THERE IS NO
ASSURANCE THAT ANY PUBLIC MARKET WILL EVER DEVELOP OR THAT OUR COMMON STOCK WILL BE QUOTED FOR TRADING AND, EVEN IF QUOTED, THAT A VIABLE, LIQUID MARKET WITH LOW VOLATILITY WILL DEVELOP.
Currently, our common stock is not listed on any public market, exchange, or quotation system. Although we are taking steps to enable our common stock to be publicly traded, a market for our common stock may never develop. We currently plan to apply for quotation of our common stock on the Over the Counter Bulletin Board (the "OTC Bulletin Board") upon the effectiveness of the registration statement of which this prospectus forms a part. However, our shares may never be traded on the OTC Bulletin Board or if traded, a viable public market may not materialize. Even if we are successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their stock. If our common stock is not quoted on the OTC Bulletin Board or if a viable public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased, rendering their shares effectively worthless and resulting in a complete loss of their investment.
We are planning to identify a market maker to file an application with the Financial Industry Regulatory Authority, Inc. ("FINRA") on our behalf so that we may quote our shares of common stock on the OTC Bulletin Board (which is maintained by the FINRA) commencing upon the effectiveness of our registration statement of which this prospectus is a part. We cannot assure you that such market maker's application will be accepted by the FINRA. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether any market for our shares will develop or the prices at which our common stock will trade. If the application is accepted, we cannot predict the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.
In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for the common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock,
developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company, and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.
BECAUSE WE WILL BE SUBJECT TO "PENNY STOCK" RULES ONCE OUR SHARES ARE QUOTED ON THE OTC BULLETIN BOARD, THE LEVEL OF TRADING ACTIVITY IN OUR STOCK MAY BE REDUCED.
Broker-dealer practices in connection with transactions in "penny stocks" are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.
WE MAY BE EXPOSED TO POTENTIAL RISKS RESULTING FROM NEW REQUIREMENTS UNDER
SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we will be required, beginning with our fiscal year ending November 30, 2009, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of fiscal 2008. Furthermore, our independent registered public accounting firm will be required to attest to whether our assessment of the effectiveness of our internal control over financial reporting is fairly stated in all material respects and separately report on whether it believes we have maintained, in all material respects, effective internal control over financial reporting as of November 30, 2009. We have not yet begun our assessment of the effectiveness of our internal control over financial reporting and expect to incur additional expenses and diversion of management's time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements. Further, implementing any appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify our existing processes and take a significant amount of time to complete. Also, during the course of our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
THIS PROSPECTUS CONTAINS "FORWARD-LOOKING STATEMENTS" AND INFORMATION RELATING TO OUR BUSINESS THAT ARE BASED ON OUR BELIEFS AS WELL AS ASSUMPTIONS MADE BY US OR BASED UPON INFORMATION CURRENTLY AVAILABLE TO US. WHEN USED IN THIS PROSPECTUS, THE WORDS ANTICIPATE," "BELIEVE," "ESTIMATE," "EXPECT," "INTEND," "MAY," "PLAN," "PROJECT," "SHOULD" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS RELATING TO OUR PERFORMANCE IN "BUSINESS" AND "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS." THESE STATEMENTS REFLECT OUR CURRENT VIEWS AND ASSUMPTIONS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES. ACTUAL AND FUTURE RESULTS AND TRENDS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN SUCH STATEMENTS DUE TO VARIOUS FACTORS. SUCH FACTORS INCLUDE, AMONG OTHERS: GENERAL
ECONOMIC AND BUSINESS CONDITIONS; INDUSTRY CAPACITY; INDUSTRY TRENDS; COMPETITION; CHANGES IN BUSINESS STRATEGY OR DEVELOPMENT PLANS; PROJECT PERFORMANCE; AVAILABILITY, TERMS, AND DEPLOYMENT OF CAPITAL; AND AVAILABILITY OF QUALIFIED PERSONNEL. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS PROSPECTUS. SUBJECT AT ALL TIMES TO RELEVANT SECURITIES LAW DISCLOSURE REQUIREMENTS, WE EXPRESSLY DISCLAIM ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATE OR REVISIONS TO ANY FORWARD-LOOKING STATEMENT CONTAINED HEREIN TO REFLECT ANY CHANGE IN OUR EXPECTATIONS WITH REGARD THERETO OR ANY CHANGES IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED. IN ADDITION, WE CANNOT ASSESS THE IMPACT OF EACH FACTOR ON OUR BUSINESS OR THE EXTENT TO WHICH ANY FACTOR, OR COMBINATION OF FACTORS, MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS.
TAX CONSIDERATIONS
We are not providing any tax advice as to the acquisition, holding or disposition of the securities offered herein. In making an investment decision, investors are strongly encouraged to consult their own tax advisor to determine the U.S. federal, state and any applicable foreign tax consequences relating to their investment in our securities.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares offered at $0.10 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price, based upon the price of the last sale of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange.
DILUTION
The common stock to be sold by the selling shareholders in this Offering is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
SHARES ELIGIBLE FOR RESALE
The shares of our common stock sold by the selling shareholder in this offering will generally be freely transferable without restriction or further registration under the Securities Act, except that any shares of our common stock held by an "affiliate" of ours may not be resold publicly except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144 or otherwise. Rule 144 generally provides that a person who is an affiliate of ours, or has been an affiliate of ours at any time during the three months preceding a sale, who has beneficially owned restricted shares of common stock for at least six months would be entitled to sell their securities provided that they sell only a number of securities that does not exceed the greater of either of the following:
* 1.0% of the number of shares of our common stock then outstanding; and
* if the shares of common stock are listed on a national securities exchange, the average weekly trading volume of the shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Rule 144 also provides that a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has for at least six months beneficially owned shares of our common stock that are restricted securities, will be entitled to freely sell such shares of our common stock subject only to the availability of current public information regarding us. A person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned for at least one year shares of our common stock that are restricted securities, will be entitled to freely sell such shares of our common stock under Rule 144 without regard to the current public information requirements of Rule 144.
SELLING SECURITY-HOLDERS
The table below sets forth certain information regarding the beneficial ownership of the common stock by the selling shareholders and as adjusted to give effect to the sale of the shares offered in this prospectus. The holders listed below all acquired or were granted the shares in the ordinary course of business. They were issued either as part of our financings or for services provided to the company either financially or otherwise.
Ownership after Offering
----------------------------
Number of Percentage
Shares of Shares
Shares to to Be to Be
be Sold in Beneficially Beneficially
Shares this Owned after Owned after
Name(1) Owned Offering the Offering the Offering
------- ----- -------- ------------ ------------
Mary Anne R. Vargas
774 Yishun Ave. 3 #12-175
Singapore, Singapore 760774 20,000 20,000 0 0
Ronald Alayon
506B North Serangoon Ave 4
Singapore, Singapore 552506 20,000 20,000 0 0
Danila De Silva-Golez
Block 117 Bishan St. 12#20-29
Singapore, Singapore 570117 20,000 20,000 0 0
Cyrhyl Zaballa Racho
943 Serangoon Rd.
Singapore, Singapore 5328129 20,000 20,000 0 0
Kathleen Grace Barte Bustillo
Blk 111 Serangoon North Ave 1, #03-595
Singapore, Singapore 550111 20,000 20,000 0 0
Ho Chee Hong
Blk 112 Hougang Ave 1, #05-1102
Singapore, Singapore 530112 20,000 20,000 0 0
Rodel Lazarte Bacolor
Unit 03-132 Block 520 Serangoon North Ave. 4
Singapore, Singapore 550520 20,000 20,000 0 0
Anna Lyn Co
Block 101 Whampoa Drive, #24-172
Singapore, Singapore 323101 20,000 20,000 0 0
Percival R. Postrado
Compassvale St. Sengkang
Singapore, Singapore 297541 20,000 20,000 0 0
Leticia De Silva
Blk 117 Bishan St. 12#20-29
Singapore, Singapore 570117 20,000 20,000 0 0
Ria Elaine A. Martin
Block 101 Whampoa Drive, #24-172
Singapore, Singapore 323101 20,000 20,000 0 0
Eddie Beraya
Blk 878 Woodlands Ave 9#03-290
Singapore, Singapore 730878 20,000 20,000 0 0
|
Julie Ann Christine Sy Blk 605 Ang Mo Kio Ave 5 Singapore, Singapore 560605 20,000 20,000 0 0 Gregory B. Puruggahan Jr. Blk 373 Woodland Ave. Singapore, Singapore 730878 20,000 20,000 0 0 William G. Torrena Jr. Blk 878 Woodlands Ave 9#03-290 Singapore, Singapore 730878 20,000 20,000 0 0 Raynor Carlito C. Lantin Jr. Blk 102 Bukit Batok West Ave 6 #03-90 Singapore, Singapore 650102 20,000 20,000 0 0 Jayvee Pascual Ramos Blk 102 Bukit Batok West Ave 8 #03-90 Singapore, Singapore 650102 20,000 20,000 0 0 Mohamed Helmee Khan Surattee 892A Tampines Ave 8 #01-24 Singapore, Singapore 521892 20,000 20,000 0 0 Vidliya Sonny Alcantara Block 110 Jurong East St. 13 #02-316 Singapore, Singapore 600110 20,000 20,000 0 0 Dexter Jiao Blk 619 Bedok Reservoir Rd. #10-1392 Singapore, Singapore 470619 20,000 20,000 0 0 Enrico Padama 511 Guillemand Rd., #08-05 Gradlink Square Singapore, Singapore 20,000 20,000 0 0 Lielany Abarientos Labsan 48 Toh Tuck Rd., #06-07 Singapore, Singapore 596739 20,000 20,000 0 0 Mario Tabilin Buangkok Green at Peianggi Villa Singapore, Singapore 539754 20,000 20,000 0 0 Cynthia O. Martinez 46B Toh Tuck Rd. #01-10 Signature Park Singapore, Singapore 596748 20,000 20,000 0 0 Estrella P. de los Reyes 48A Toh Tuck Rd. 0402 Signature Park Singapore, Singapore 596740 20,000 20,000 0 0 Rebecca G. Gacayan #29 Hillview Ave. #09-07 Singapore, Singapore 669561 20,000 20,000 0 0 Honey Patay 48A Toa Tuck Rd., #03-05 Signature Park Singapore, Singapore 586740 20,000 20,000 0 0 Edwina R. Iluis 12 Mimosa Rd. Singapore, Singapore 807978 20,000 20,000 0 0 Hashimah Bt Hashim 605 Bedok Reservoir Rd. #02-578 Singapore, Singapore 470605 20,000 20,000 0 0 |
Aileen Valliente Rustia 52 Duchess Ave. #04-09 Singapore, Singapore 269197 20,000 20,000 0 0 Daisy C. Pisala 48A Toh Tuck Rd. #05-03 Signature Park Singapore, Singapore 596740 20,000 20,000 0 0 Thelma A. Domingo 57 Mimosa Rd., 01-59 Mimosa Park Singapore, Singapore 808014 20,000 20,000 0 0 Helen J. Estefani 65 Mimosa Crescent, #08-47 Singapore, Singapore 808036 20,000 20,000 0 0 Charlie Anislagon 01-43 Mimosa Rd. Singapore, Singapore 808005 20,000 20,000 0 0 Jeminah Marie A. Vitangcol. Blk 101 #24-172 Whampoa Drive Singapore, Singapore 323101 20,000 20,000 0 0 |
To our knowledge, none of the selling shareholders:
a. has had a material relationship with the Company (other than as a shareholder) at any time within the past three years; or
b. has ever been an officer or director of the Company, except as noted above; or
c. are related to our sole officer and director, except as noted above.
In recognition of the fact that the selling shareholders may wish to be legally permitted to sell their shares of common stock when they deem appropriate, we agreed with the selling shareholders to file with the SEC, under the Securities Act, a registration statement on Form S-1, of which this prospectus is a part, with respect to the resale of the shares of common stock, and have agreed to prepare and file such amendments and supplements to the registration statement as may be necessary to keep the registration statement in effect until the shares of common stock are no longer required to be registered for the sale thereof by the selling shareholders. In accordance with the Securities Act, certain of the selling shareholders may not use the shares of our common stock sold under this registration statement to cover short positions taken since this registration statement was filed.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions.
We intend to apply to have our shares of common stock registered on the OTC Bulletin Board. We anticipate that once the shares are trading on the OTC Bulletin Board or any other market the selling shareholders will sell their shares directly into any such market.
The selling shareholders will initially sell our shares at $0.10 per share until such time as our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily based upon the price of the last sale of our common stock to investors. We cannot predict the price at which shares may be sold or whether the common stock will ever trade on any market. The shares may be sold by the selling shareholders, as the case may be, from time to time, in one or more transactions. We do not intend to enter into any arrangements with any securities dealers concerning solicitation of offers to purchase the shares.
The shares may also be sold in compliance with Rule 144 of the Securities Act.
The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and we have informed them that they may not, among other things:
1. engage in any stabilization activities in connection with the shares;
2. effect any sale or distribution of the shares until after the prospectus shall have been appropriately amended or supplemented, if required, to describe the terms of the sale or distribution; and
3. bid for or purchase any of the shares or rights to acquire the shares or attempt to induce any person to purchase any of the shares or rights to acquire the shares, other than as permitted under the Securities Exchange Act of 1934.
DESCRIPTION OF SECURITIES
GENERAL
Our total authorized capital stock consists of 50,000,000 shares of common stock, par value $0.001 per share.
COMMON STOCK
The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of common stock are entitled to share ratably in dividends, as may be declared by our Board of Directors out of funds legally available therefore. In the event we are liquidated, dissolved or wound up, holders of the common stock shall be entitled to share ratably in all assets remaining, if any, after payment of liabilities, subject to the rights of the holders of preferred stock. Holders of common stock have no preemptive rights and have no rights to convert their shares of common stock into any other securities.
We are authorized to issue up to 50,000,000 shares of common stock, par value $0.001 per share. As of April 1, 2009, there are 2,300,000 shares of our common stock outstanding.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
WARRANTS
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
OPTIONS
We have not issued and do not have outstanding any options to purchase shares of our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
LEGAL REPRESENTATION
The validity of the issuance of the common stock offered hereby will be passed upon for us by Gersten Savage LLP, at 600 Lexington Avenue, New York, New York 10022.
EXPERTS
The financial statements included in this prospectus and the registration statement have been audited by Maddox Ungar Silberstein, PLLC to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
TRANSFER AGENT
We do not currently have a transfer agent. We are currently in the process of identifying potential transfer agents and plan to select one as soon as practicable.
DESCRIPTION OF BUSINESS
GENERAL
We were incorporated in the state of Nevada on June 5, 2008, under the name Business Outsourcing Services, Inc., and are engaged in providing online accounting and bookkeeping services to small and medium sized companies who seek to save money by outsourcing these services.
We plan to use a secure web site for our services and to facilitate the exchange of information between our clients and ourselves.
Prospective clients who visit our web will find comprehensive information regarding the services we offer. If they so choose, prospective clients may also register for our services through the same website. Our products and services will be delivered and/or rendered through a "Client Portal" on our web site.
Upon registration, we will offer each client a one-hour telephone "Needs Analysis" to start each client engagement. The Needs Analysis will be conducted at a pre-arranged time and date before we commence any work for the client. Through the Needs Analysis, we are able to assess which services best suite the individual needs of each client. This will also enable us to provide each client with a more accurate quote for the services rendered for first three months of engagement. The initial three month period is further intended to allow us to develop a foundation for ongoing discussions with the client about what they can expect from us and the services that we are able to provide.
We will offer our clients a number of service options to choose from including the following:
1. Bookkeeping Services only
2. Bookkeeping & Accounting Service including preparation of financial statements
3. Payroll
4. Customized management reports
The rate for our services will be $30.00 per hour. However, each customer will be advised that they have the option to pre-pay for blocks of hours at a reduced rate as follows:
Hours Rate ----- ---- 5 $29.00 10 $28.00 25 $27.50 50 $25.00 100 $22.50 |
Payment for our services will be processed via the Paypal(TM) payment system.
HOW IT WORKS
Our products and services will be delivered and/or rendered through a "Client Portal" on our web site. Clients are requested to register a valid user name and password in order to enter the Client Portal. Once logged in they will have access to a left column navigation bar with a series of click-through choices including:
"SECURE FOLDER" - Each client will have access to their own "Secure Folder" that is available to them 24-hours a day, seven days a week. This folder is also accessible to our staff bookkeeper or accountant that is tasked with the customer's data and our web site administrator, which will be one of the directors of the company. The Secure Folder is used to store documents and other pertinent information uploaded by our clients and used by our bookkeepers and/or accountants for the services rendered by us. The information contained in this folder will be encrypted and the transmission of information is encrypted using 128 bit encryption to ensure the customers' information privacy. Further, the documents and information stored in this folder will be automatically time and date stamped upon uploading, as well as each time any of our staff renders any work on the file. This feature enables our clients to constantly inform themselves of the progress made on their file.
"NOTES"- A Notes section will also be included and is intended to provide clients and our staff with designated a separate platform for exchanging notes and comments relative to the file. This also provides our clients with a platform wherein they can request details regarding a file or request a target date for completion of a particular task. Further, clients are granted access to these section 24-hours a day, seven days a week.
"Work In Progress"- The Work In Progress folder contains the information necessary for the percentage of completion calculations and further provides critical information relative to the total value and progress of work on hand. These updates will be color coded for easy recognition.
Each of our staff members are guided by specific instructions regarding how to address particular concerns or questions and are required to respond to all queries in a timely manner. Questions or comments may also be referred to one of the directors of the firm.
"Submit Documents" - This section provides our clients with a separate tab wherein our clients can upload documents for submission to us. A copy of all documents uploaded into this folder is retained and may be retrieved by the client at any given time.
"Contact Us"- This section provides our clients with a separate tab for contacting us in the event that any problems are encountered during their visit to our website. In this tab, clients will find a phone number to our customer relations department as well as other pertinent contact information.
We will recommend that all clients use high speed internet connection and a dual page scanner device for those documents that will be sent to us in PDF format.
We plan to use an accounting and bookkeeping software program such as QuickBooks that is well recognized in the marketplace and comes with software support from that company.
We will also have the following modules, accessible by our staff:
BOOKKEEPER MODULE: In this section, a bookkeeper is able to log into his account, view the companies he is assigned to work on and the work files associated with these companies. He is able to see the notes from our clients, as well as any comments or notes posted by out manager and post responses to all parties.
ADMINISTRATIVE MODULE: The Administrative Module is accessible only to the administrator. It permits the administrator to view the progress on all projects and grants him access to notes and comments posted by our customers as well as our staff. The administrator is also able to create company or bookkeeper accounts, and has the ability to suspend accounts or modify passwords if necessary.
MARKETING STRATEGY
We are planning a multi-faceted strategy to market our services. These include email broadcasts to individuals or entities that we will acquire from list brokers, purchasing advertising in magazines targeted towards small business and using small classified ads in newspapers.
ONLINE ADVERTISING
A majority of our advertising and promotional activities will be centered on an online advertising campaign using Google Adwords. The Google Adwords programs will allow us to customize the text of the advertisement, the frequency the ad appears and the length of the contract.
EMAIL ADVERTISING CAMPAIGN
We plan to leverage on the well developed lists of prospective customer already available from companies such as infoUSA.com and Constant Contact. By adding an email advertising component to our marketing efforts we will be able to move faster in building brand name awareness in the marketplace.
MAGAZINE ADVERTISING
There are a number of hard copy and electronic magazines that appeal to small and medium size business owners including Business Week, Entrepreneur.com magazine and Small Business Opportunities. We plan to examine these publications and thereafter, make a selection as to which magazines may be most suitable for our advertising needs.
PUBLISHED ARTICLES AND WHITE PAPERS
Each of our Directors will write articles and white papers which are intended for publication in magazine, newsletters, e-zines, forums that cater to the needs of small and medium-sized business in the United States and Canada.
OUTBOUND CALLING
We will work with some call centers in India and Philippines. These call centers will call small and middle-sized businesses in the United States and solicit their business. The call center will earn 15-25% of the billing of the customer they signed to our business.
REFERRAL PROGRAM
We intend to implement a referral program. People or organizations that refer business are granted a commission that ranges between 5-25% of the bill rate of the particular customer they refer. A simple referral will earn the referee 5% and a closed sale can earn up to 25%.
ONLINE FORUMS & CLASSIFIED
There are a number of classified web sites and forums that are targeted toward small business. Some are free to post such as www.craigslist.com and www.kijiji.com. We plan to make extensive use of free forums and classified sites.
SEARCH ENGINE OPTIMIZATION
An in-house marketing strategy that we plan to employ is to install meta-tags on every page of our web site. These are code words that reside in the hidden infrastructure of a web page and help to highlight a web page when someone is using a search engine to find information. For example, by including the words such as "BOOKKEEPING ACCOUNTING SERVICES" in the meta tags, our web pages will appear higher on the search page results of search engines like Google, Yahoo, AltaVista, Dogpile and others. This approach is commonly referred to as search engine optimization. By achieving a higher ranking in the search page results we hope to increase the number of web visitors that come to see our web page and decide to do business with us.
We intend to conduct quarterly reviews to monitor the effectiveness of our entire marketing plan and what adjustments if any could be made.
COMPETITION
The industry in which we are engaged is highly competitive. We compete against a number of online firms that have been in business for a longer period of time compared to us, as well as established bookkeeping and accounting firms that do not have an online application.
@BC BOOKKEEPING - Viejo, CA
This company has a modest web site that gives very little information regarding the type of accounting and bookkeeping services that are offered. The website also does not indicate the manner in which their services are provided to their customers.
BILL.COM - Palo Alto, CA
Bill.com provides automated services for account payables, check writing, document filing tasks and other day-to-day financing tasks. It also provides customers with a platform for storing digital images and other important documents. It is a private company that has already received funding from venture capitalists Doll Capital Management and Emergence Capital along with funding from other private investors who have chosen to support the company.
LEDGERSONLINE - Vancouver, BC, Canada
An international company that works with a wide range of companies including start-ups, resource companies and other small to medium size businesses. It delivers outsourced online bookkeeping & accounting services that, much like our service, enables its customers to access their account from any place in the world and at any time. LedgersOnline market their services by emphasizing that they offer services that range from basic bookkeeping to comprehensive Chief Financial Officer services that are accessible through a third party website, toffsontax.com.
ONLINE BOOKKEEPING SERVICES - Midland, WA
Based in a small town in Washington State, this company has a modest looking web site that promotes the various services they offer such as payroll processing, accounts payable, sales and inventory management, consulting services, secretarial services and financial management services. Online Bookkeeping Services has been providing its services since 2003. However, according to their website, their services are limited to small and medium businesses in Western Australia.
Start-up companies from around the globe including business in India and the Philippines are already doing business in America. The low cost of labor and the availability of high speed data transmissions has dramatically reduced the impact of working from a remote location to serve clients.
According to a CNN.com article published in June of 2006, internationally based start-up companies have a track record of success in America, a trend that we plan to build on.
EMPLOYEES
As of April 1, 2009, we have 1 employee.
RESEARCH AND DEVELOPMENT EXPENDITURES
We anticipate that we will incur research and development expenditures in the amount of $17,500.
SUBSIDIARIES
None.
PATENTS AND TRADEMARKS
None.
DESCRIPTION OF PROPERTY
We currently maintain our corporate office at 1001 SW 5th Avenue, Suite 1100, Portland, Oregon, 97204. We pay a monthly rent of $260 for this space.
LEGAL PROCEEDINGS
There are no pending, nor to our knowledge threatened, legal proceedings against us.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is presently no public market for our common stock. We anticipate applying for quotation of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we cannot assure you that our shares will be quoted on the OTC Bulletin Board or, if quoted, that a public market will materialize.
The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, that:
(a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws;
(c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
(d) contains a toll-free telephone number for inquiries on disciplinary actions;
(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
(f) contains such other information and is in such form, including language, type, size and format, as the Securities and Exchange Commission shall require by rule or regulation.
The broker or dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
(a) bid and offer quotations for the penny stock;
(b) the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
(d) a monthly account statement showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.
RULE 144 SHARES
There are currently no outstanding warrants for the purchase of shares of common stock and no shares of common stock reserved under any employee stock option plans. As of the date of this prospectus, 2,300,000 shares of common stock are issued and outstanding, including the 700,000 shares of common stock which have been registered for resale in this prospectus. There currently are no shares of common stock or common stock equivalents which can be resold in the public market in reliance upon the safe harbor provisions of Rule 144, as promulgated under the Securities Act of 1933.
As of the date of this prospectus, persons who are our affiliates hold 1,600,000 shares of our outstanding common stock. In general, under Rule 144, as currently in effect, a person who is an affiliate of ours, or has been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned shares of our common stock for at least six months would be entitled to sell their securities provided that they sell only a number of securities that does not exceed the greater of either of the following:
(a) 1% of the number of shares of the company's common stock then outstanding which, in our case, will equal 23,000 shares as of the date of this prospectus; or
(b) If our shares are listed on a national securities exchange (which listing is not currently contemplated), the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
These sales under Rule 144 are also subject to the availability of current public information about us.
SHAREHOLDERS OF OUR COMMON STOCK
As of the date of this prospectus, we have 37 shareholders of record.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any securities authorized for issuance under any equity compensation plans.
BUSINESS OUTSOURCING SERVICES INC.
(A Development Stage Company)
TABLE OF CONTENTS
NOVEMBER 30, 2008
Report of Independent Registered Public Accounting Firm 25 Balance Sheet as of November 30, 2008 26 Statement of Operations for the period from June 5, 2008 (inception) to November 30, 2008 27 Statement of Stockholders' Equity as of November 30, 2008 28 Statement of Cash Flows for the period from June 5, 2008 (inception) to November 30, 2008 29 Notes to Financial Statements 30 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Business Outsourcing Services, Inc.
Portland, Oregon
We have audited the accompanying balance sheet of Business Outsourcing Services, Inc., as of November 30, 2008, and the related statement of operations, stockholders' equity, and cash flows for the period from June 5, 2008 (inception) to November 30, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Business Outsourcing Services, Inc., as of November 30, 2008 and the results of its operations and its cash flows for the period from June 5, 2008 (inception) to November 30, 2008, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has no established source of revenue. This raises substantial doubt about the Company's ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty. Management's plans with regard to these matters are described in Note 7.
/s/ Maddox Ungar Silberstein, PLLC -------------------------------------------- Maddox Ungar Silberstein, PLLC Bingham Farms, Michigan February 12, 2009 |
BUSINESS OUTSOURCING SERVICES INC.
(A Development Stage Company)
BALANCE SHEET
AS OF NOVEMBER 30, 2008
ASSETS
Current assets
Cash and cash equivalents $ 55,000
--------
Total assets $ 55,000
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current liabilities
Accrued expenses $ 3,000
Due to stockholder 500
--------
Total liabilities 3,500
--------
Stockholders' equity
Authorized - 50,000,000 common shares with a par value of $0.001 per share
Issued and outstanding - 2,300,000 common shares (Note 4) 2,300
Additional paid-in capital 52,700
Deficit accumulated during the development stage (3,500)
--------
Total stockholders' equity 51,500
--------
Total liabilities and stockholders' equity $ 55,000
========
|
The accompanying notes are an integral part of these financial statements.
BUSINESS OUTSOURCING SERVICES INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JUNE 5, 2008 (INCEPTION) TO NOVEMBER 30, 2008
REVENUE $ --
-----------
OPERATING EXPENSES
Accounting and legal 3,000
Incorporation costs 500
-----------
Loss before income taxes (3,500)
Provision for income taxes --
-----------
Net loss $ (3,500)
===========
Basic and Diluted loss per share (1) (1)
===========
Weighted Average Number of Common Shares Outstanding 2,300,000
===========
----------
(1) less than $0.01
|
The accompanying notes are an integral part of these financial statements.
BUSINESS OUTSOURCING SERVICES INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
AS OF NOVEMBER 30, 2008
Deficit
Accumulated
Common Stock Additional During the Total
------------------- Paid in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, June 5, 2008 -- $ 0 $ 0 $ 0 $ 0
Shares issued to founder on
June 5, 2008 @ $0.0125 per share 1,600,000 1,600 18,400 -- 20,000
Private placement on June 5, 2008
@ $0.05 per share 700,000 700 34,300 -- 35,000
Net loss for the period -- -- -- (3,500) (3,500)
--------- ------- -------- -------- --------
Balance, November 30, 2008 2,300,000 $ 2,300 $ 52,700 $ (3,500) $ 51,500
========= ======= ======== ======== ========
|
The accompanying notes are an integral part of these financial statements.
BUSINESS OUTSOURCING SERVICES INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JUNE 5, 2008 (INCEPTION) TO NOVEMBER 30, 2008
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the period $ (3,500)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Increase in accrued expenses 3,000
Increase in due to stockholder 500
--------
Net cash used in operating activities --
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 55,000
--------
Change in cash during the period 55,000
Cash, beginning of the period --
--------
Cash, end of the period $ 55,000
========
Supplemental disclosures with respect to cash flows:
Cash paid for income taxes $ --
========
Cash paid for interest $ --
========
|
The accompanying notes are an integral part of these financial statements.
BUSINESS OUTSOURCING SERVICES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008
NOTE 1 - NATURE OF OPERATIONS
Business Outsourcing Services Inc. ("the Company"), incorporated in the state of Nevada on June 5, 2008, is engaged in providing online bookkeeping services to small and medium sized companies.
The company has limited operations and in accordance with SFAS#7 is considered to be in the development stage.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.
FINANCIAL INSTRUMENTS
The Company's financial instrument consist of cash and equivalents, accrued
expenses, and an amount due to stockholder.
The amount due to stockholder is non interest-bearing. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where separately disclosed. See Note 3 below.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles of the United States 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 year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.
LOSS PER SHARE
Net income (loss) per common share is computed based on the weighted average
number of common shares outstanding and common stock equivalents, if not
anti-dilutive. The Company has not issued any potentially dilutive common
shares.
Basic loss per share is calculated using the weighted average number of common shares outstanding and the treasury stock method is used to calculate diluted earnings per share. For the years presented, this calculation proved to be anti-dilutive.
DIVIDENDS
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.
BUSINESS OUTSOURCING SERVICES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.
NOTE 3 - DUE TO STOCKHOLDER
The amount owing to stockholder is unsecured, non-interest bearing and has no specific terms of repayment.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Shares - Authorized
The company has 50,000,000 common shares authorized at a par value of $0.001 per share.
Common Shares - Issued and Outstanding
During the year, the company issued 2,300,000 common shares for total proceeds of $55,000.
As at November 30, 2008, the company has no warrants or options outstanding.
NOTE 5 - INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, ACCOUNTING FOR INCOME TAXES. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company's opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $770, which is calculated by multiplying a 22% estimated tax rate by the cumulative NOL of $3,500.
BUSINESS OUTSOURCING SERVICES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008
NOTE 6 - RELATED PARTY TRANSACTION
As at November 30, 2008, there is a balance owing to a stockholder of the Company in the amount of $500.
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.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the company will continue as a going concern. The Company has no established source of revenue. This raises substantial doubt about the Company's ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
The Company's activities to date have been supported by equity financing. It has sustained losses in all previous reporting periods with an inception to date loss of $3,500 as of November 30, 2008. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS
Below is a listing of recent accounting standards and their effect on the Company.
STATEMENT NO. 150 - ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY (ISSUED 5/03)
This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.
STATEMENT NO. 151- INVENTORY COSTS-AN AMENDMENT OF ARB NO. 43, CHAPTER 4 (ISSUED
11/04)
This statement amends the guidance in ARB No. 43, Chapter 4, INVENTORY PRICING, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that "...under some circumstances, items such as idle facility expense, excessive spoilage, double freight and re-handling costs may be so abnormal ass to require treatment as current period charges...." This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities.
BUSINESS OUTSOURCING SERVICES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
STATEMENT NO. 152 - ACCOUNTING FOR REAL ESTATE TIME-SHARING TRANSACTIONS (AN AMENDMENT OF FASB STATEMENTS NO. 66 AND 67)
This Statement amends FASB Statement No. 66, ACCOUNTING FOR SALES OF REAL ESTATE, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, ACCOUNTING FOR REAL ESTATE TIME-SHARING TRANSACTIONS.
This Statement also amends FASB Statement No. 67, Accounting FOR COSTS AND
INITIAL RENTAL OPERATIONS OF REAL ESTATE PROJECTS, states that the guidance for
(a) incidental operations and (b) costs incurred to sell real estate projects
does not apply to real estate time-sharing transactions. The accounting for
those operations and costs is subject to the guidance in SOP 04-2.
STATEMENT NO. 153 - EXCHANGES OF NON-MONETARY ASSETS (AN AMENDMENT OF APB OPINION NO. 29)
The guidance in APB Opinion No. 29, ACCOUNTING FOR NON-MONETARY TRANSACTIONS, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, includes certain exceptions to the principle. This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.
STATEMENT NO. 154 - ACCOUNTING CHANGES AND ERROR CORRECTIONS (A REPLACEMENT OF APB OPINION NO. 20 AND FASB STATEMENT NO. 3)
This Statement replaces APB Opinion No. 20, ACCOUNTING CHANGES, and FASB Statement No. 3, REPORTING ACCOUNTING CHANGES IN INTERIM FINANCIAL STATEMENTS, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.
SFAS NO. 155 ACCOUNTING FOR CERTAIN HYBRID FINANCIAL INSTRUMENTS-AN AMENDMENT OF FASB STATEMENTS NO. 133 AND 140
This statement amends FASB Statements No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This statement resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets. This statement is effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006.
BUSINESS OUTSOURCING SERVICES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
SFAS NO. 156 ACCOUNTING FOR SERVICING OF FINANCIAL ASSETS-AN AMENDMENT OF FASB STATEMENT NO. 140
This statement amends FASB Statement No. 140 with respect to the accounting for separately recognized servicing liabilities. An entity should adopt this statement as of the beginning of its first fiscal year that begins after September 15, 2006.
SFAS NO. 157 FAIR VALUE MEASUREMENTS
In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. This statement is effective for us beginning May 1, 2008.
SFAS NO. 158 EMPLOYERS' ACCOUNTING FOR DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS-AN AMENDMENT OF FASB STATEMENTS NO. 87, 88, 106, AND 132(R))
This statement improves the financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liabilities in its statement of financial positions and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity. This statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.
SFAS NO. 159 THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL
LIABILITIES-INCLUDING AN AMENDMENT OF FASB
STATEMENT NO. 115
This statement permits entities to choose to measure many financial instruments and certain items at fair value. The objective is to improve the financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is expected to expand the use of fair value measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007.
SFAS NO. 160 NON-CONTROLLING INTEREST IN CONSOLIDATED FINANCIAL STATEMENTS-AN AMENDMENT OF ARB NO. 51
This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It also changes the way the consolidated income statement is presented for non-controlling interest. This statement improves comparability by eliminating diversity of methods. This statement also requires expanded disclosure.
BUSINESS OUTSOURCING SERVICES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2008
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
SFAS NO. 161
This statement is intended to enhance the disclosure requirements for derivative instruments and hedging activities as required by SFAS 133.
SFAS NO. 162
This statement indentifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements for entities that are presented in conformity with generally accepted accounting principles in the United States, (the GAAP hierarchy).
FIN NO. 48
In June 2006, the FASB issued Interpretation No. 48 ("FIN No. 48"), ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES--AN INTERPRETATION OF FASB STATEMENT NO. 109, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109, ACCOUNTING FOR INCOME TAXES. The Interpretation provides a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN No. 48 is effective for us beginning July 1, 2007.
In June 2006, the FASB ratified the Emerging Issues Task Force ("EITF") consensus on EITF Issue No. 06-2, "Accounting for Sabbatical Leave and Other Similar Benefits Pursuant to FASB Statement No. 43." EITF Issue No. 06-2 requires companies to accrue the costs of compensated absences under a sabbatical or similar benefit arrangement over the requisite service period. EITF Issue No. 06-2 is effective for us beginning July 1, 2007. The cumulative effect of the application of this consensus on prior period results should be recognized through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. Elective retrospective application is also permitted.
Staff Accounting Bulletin ("SAB") No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Current Year Misstatements. SAB No. 108 requires companies to quantify misstatements using both a balance sheet (iron curtain) and an income statement (rollover) approach to evaluate whether either approach results in an error that is material in light of relevant quantitative and qualitative factors, and provides for a one-time cumulative effect transition adjustment. SAB No. 108.
The FASB has replaced SFAS No. 141 with a new statement on Business Combinations that changes the way that minority interest is recorded and modified as a parent's interest in a subsidiary changes.
The adoption of these and other new statements is not expected to have a material effect on the Company's current financial position, results or operations, or cash flows.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
THIS PROSPECTUS CONTAINS "FORWARD-LOOKING STATEMENTS" AND INFORMATION RELATING TO OUR BUSINESS THAT ARE BASED ON OUR BELIEFS AS WELL AS ASSUMPTIONS MADE BY US OR BASED UPON INFORMATION CURRENTLY AVAILABLE TO US. WHEN USED IN THIS PROSPECTUS, THE WORDS ANTICIPATE," "BELIEVE," "ESTIMATE," "EXPECT," "INTEND," "MAY," "PLAN," "PROJECT," "SHOULD" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS RELATING TO OUR PERFORMANCE IN "BUSINESS" AND "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS." THESE STATEMENTS REFLECT OUR CURRENT VIEWS AND ASSUMPTIONS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES. ACTUAL AND FUTURE RESULTS AND TRENDS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN SUCH STATEMENTS DUE TO VARIOUS FACTORS. SUCH FACTORS INCLUDE, AMONG OTHERS: GENERAL ECONOMIC AND BUSINESS CONDITIONS; INDUSTRY CAPACITY; INDUSTRY TRENDS; COMPETITION; CHANGES IN BUSINESS STRATEGY OR DEVELOPMENT PLANS; PROJECT PERFORMANCE; AVAILABILITY, TERMS, AND DEPLOYMENT OF CAPITAL; AND AVAILABILITY OF QUALIFIED PERSONNEL. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS PROSPECTUS. SUBJECT AT ALL TIMES TO RELEVANT SECURITIES LAW DISCLOSURE REQUIREMENTS, WE EXPRESSLY DISCLAIM ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATE OR REVISIONS TO ANY FORWARD-LOOKING STATEMENT CONTAINED HEREIN TO REFLECT ANY CHANGE IN OUR EXPECTATIONS WITH REGARD THERETO OR ANY CHANGES IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED. IN ADDITION, WE CANNOT ASSESS THE IMPACT OF EACH FACTOR ON OUR BUSINESS OR THE EXTENT TO WHICH ANY FACTOR, OR COMBINATION OF FACTORS, MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS.
MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION
Our Plan of Operations is to develop an online accounting and bookkeeping services business. We will require a minimum amount of $55,000 in order to successfully launch the company. We have very limited operations and no source of revenue at this time.
Our Plan of Operations is premised on our raising sufficient funding to begin our operations. Assuming we are able to raise this funding, we anticipate executing on our operating plan as follows:
EARLY STAGE DEVELOPMENT: We plan to establish an "INFORMATION ONLY" web site in the first month after funding has been received. This will offer general information about the company and service offerings while the development phase is underway. We will continuously update this website, add tutorials, white papers, Frequently Asked Questions, etc.
OUTSIDE SOFTWARE CONTRACTOR: A software contractor is necessary for the establishment and creation of our website. Selecting the contractor is a critical component to our business and a contractor will be selected based on qualifications and the contractor's ability to work with us in the time allotted. We expect that this step will take one month to complete.
SPECIFICATIONS AND HIGH-LEVEL DESIGN: The work on the specifications and high-level design will be in a collaborative manner between our directors, Guilbert Cuison and Jerome Golez, and the software contractor. We expect to complete specifications for the product and high level design within two months after the selection of a software contractor.
WEB HOSTING COMPANY: The choice of a web hosting company will be based on our track record, client references, ability to perform daily and whether the web hosting company has sufficient infrastructure for emergency back up. We intend on signing a one year agreement with a web hosting firm in the first month after
receiving funding. We expect to lease two servers, one for development and one for deployment.
DATABASE CONFIGURATION AND DESIGN: The contractor will be responsible for developing the client database. The database will be developed in a highly secure online format to protect the privacy of our clients. Our management team will work closely with the software contractor to insure proper and secure design and implementation of the database.
During this first year of operation, our management team will contribute to the long-term growth and success of the business by donating their time without charge to the business. Each of Mr. Cuison and Mr. Golez are committed to spending at least 25 to 30 hours per week on company business.
RESULTS OF OPERATIONS
We are a development stage company with no established source of revenue. This raises substantial doubt about our ability to continue as a going concern. Without realization of additional capital, it would be unlikely for us to continue as a going concern. Since inception, our activities have been supported by equity financing, and as of November 30, 2008, we have sustained losses in the amount of $3,500.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we have raised $55,000 through the sale or our common stock and have incurred expenses of $3,500. We will continue to seek funding from our shareholders and other qualified investors to pursue our business plan. In the alternative, we may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have not had changes in or disagreements with accountants on accounting and financial disclosure.
DIRECTORS AND EXECUTIVE OFFICERS
Our executive officers and directors and their respective ages as of the date of this prospectus are as follows:
DIRECTORS:
Name of Director Age
---------------- ---
Guilbert Cuison 41
Jerome Golez 40
EXECUTIVE OFFICER:
Name of Officer Age Position
--------------- --- --------
Guilbert Cuison 41 President, Secretary
Jerome Golez 40 Treasurer
|
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.
GUILBERT CUISON, PRESIDENT, SECRETARY AND BOARD MEMBER. Apart from serving as the President, Secretary and as a member of the board of directors of the Company, Mr. Cuison also serves as a GNCC Level 2 Engineer at Citigroup in Singapore, which position he assumed in October 2007. As a Level 2 Engineer, he is responsible for a wide range of tasks including, performance of level 2 troubleshooting for EMEA, ASPAC and Japan regions for chronic and / or critical problems, assisting in root causing of all outages, the overall support of the Citibank network infrastructure, escalation of issues and / or outages to regional and global engineering and perform proactive audits on network devices. Prior to joining Citigroup, Mr. Cuison worked at AT&T as the Change Control Administrator / Network Engineer from June to October 2007 and October 2005 to December 2006. From December 2006 to June 2007, Mr. Cuison was employed by Hewlett Packard as its Resident Network Engineer. Gilbert Cuison has gained extensive experience in the computer field of network services and Accounting application software. Over the last twelve years he has worked in increasingly more complex positions involving local and wide area networks. Mr. Cuison received his Bachelor of Science in Electronics and Communication Engineering from Saint Louis University in 1989.
JEROME GOLEZ, TREASURER AND BOARD MEMBER. Apart from serving as the Treasurer and as a member of the board of directors of the Company, Mr. Golez also serves as a Sales Executive for Kenwood Electronics Singapore PTE. Ltd. in Singapore, where he has been employed since July 2005. At Kenwood, Mr. Golez is responsible for the sales and marketing of the company's products at the regional level covering accounts in India, the Philippines and other accounts. Prior to joining Kenwood, Mr. Golez worked as the Sony Product Manager for Keylargo Philippines Inc. in the Philippines from January 2005 to June 2005 where he was responsible for developing sales and marketing strategies to achieve profitability, build brand equity and promote the Sony line of car audio products. These efforts helped to establish the Sony Xplod products in the mainstream of the Philippine automotive marketplace. From 1993 to 2005, Mr. Golez worked as the Brand Manager for Super Manufacturing Inc., Philippines where he managed the Kenwood product
line including point of sale, product presentation, sales training and account management. Mr. Golez received his Bachelor of Arts from Saint Louis University in 1988.
TERM OF OFFICE
Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
BOARD COMMITTEES
There are no board committees at this time.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid by the Company to: (i) its President; and (ii) its Directors for services performed from our inception, June 5, 2008, to our fiscal year ended November 30, 2008.
Non-Equity Nonqualified
Incentive Deferred All
Plan Compen- Other
Stock Option Compen- sation Compen-
Name and Salary Bonus Awards Awards sation Earnings sation Totals
Principal (c) (d) (e) (f) (q) (h) (i) (j)
Position ($) ($) ($) ($) ($) ($) ($) ($)
------------ ------ ----- ------ ------ ------ -------- ------ ------
Guilbert Cuison
President/Secretary/
Board Member $0 $0 $0 $0 $0 $0 $0 $0
Jerome Golez
Treasurer/Board
Member $0 $0 $0 $0 $0 $0 $0 $0
|
OPTIONS
To date no stock options have been granted to officers or directors of the Company.
EMPLOYMENT AGREEMENTS AND CONSULTING AGREEMENTS
We have not entered into any Employment Agreement or Consulting Agreements since our inception.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding beneficial ownership of our capital stock as of April 1, 2009 by (i) each person whom we know to beneficially own more than five percent of any class of our common stock, (ii) each of our directors, (iii) each of the executive officers and (iv) all our directors and executive officers as a group. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares beneficially owned.
Our total authorized capital stock consists of 50,000,000 shares of common stock, par value $0.001 per share. As of April 1, 2009, there were 2,300,000 shares of our common stock outstanding, all of which were fully paid, non-assessable and entitled to vote. Each share of our common stock entitles its holder to one vote on each matter submitted to our stockholders. As of the date of this Annual Report, there were no shares of preferred stock issued and outstanding.
Name and Address of Shares of Common Stock Percentage of Common Shares Beneficial Owner Beneficially Owned(1) Beneficially Owned ---------------- --------------------- ------------------ Guilbert Cuison 800,000 34.8% Jerome Golez 800,000 34.8% All directors and officers as a group (2 persons) 1,600,000 69.6% ---------- |
(1) Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person shown in the table.
COMPENSATION PLANS
We currently do not have any compensation plans in place.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of our present directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock described herein. This prospectus, which constitutes part of the registration statement, does not include all of the information contained in the registration statement. You
should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement or incorporated by referenced therein for copies of the actual contract, agreement or other document. We are currently required to file annual, quarterly and special reports, proxy statements and other information with the SEC. We anticipate making these documents publicly available, free of charge, on our website at www.solmaya.net as soon as reasonably practicable after filing such documents with the SEC. The information on our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus. We have included our website address as an inactive textual reference only.
You can read the registration statement and our future filings with the SEC, over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document that we file with the SEC at its public reference room at 100 F Street, N.E., Washington, DC 20549.
You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.
BUSINESS OUTSOURCING SERVICES, INC.
700,000 Shares
of
Common Stock
PROSPECTUS
You should rely only on the information contained in this document or that we have referred you to. We have not authorized anyone to provide you with information that is different. This Prospectus is not an offer to sell common stock and is not soliciting an offer to buy common stock in any state where the offer or sale is not permitted.
Until ______________, 2009, all dealers that effect transactions in these securities, whether or not participating in the 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.
____________, 2009
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth estimated expenses expected to be incurred in connection with the issuance and distribution of the securities being registered. All such expenses will be paid by us. The amounts listed below are estimates subject to future contingencies.
Expenses: Dollar amount
--------- -------------
Securities and Exchange Commission Registration Fee $ 3.91
Edgarization, Printing and Engraving $ 1,500.00
Accounting Fees and Expenses $ 3,000.00
Legal Fees and Expenses $15,000.00
Miscellaneous $ 5,000.00
----------
TOTAL $24,503.91
==========
|
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Indemnification of Directors and Officers.
(i) For purposes of this Article, (A) "Indemnitee" shall mean each director or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a director or officer of the corporation or member, manager or managing member of a predecessor limited liability company or affiliate of such limited liability company or is or was serving in any capacity at the request of the corporation as a director, officer, employee, agent, partner, member, manager or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise; and (B) "Proceeding" shall mean any threatened, pending, or completed action, suit or proceeding (including, without limitation, an action, suit or proceeding by or in the right of the corporation), whether civil, criminal, administrative, or investigative.
(ii) Each Indemnitee shall be indemnified and held harmless by the corporation to the fullest extent permitted by Nevada law, against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided that such Indemnitee either is not liable pursuant to NRS 78.138 or acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any Proceeding that is criminal in nature, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal proceeding he or she had reasonable cause to believe that his or her conduct was unlawful. The corporation shall not indemnify an Indemnitee for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals
II-1
therefrom, to be liable to the corporation or for any amounts paid in settlement to the corporation, unless and only to the extent that the court in which the Proceeding was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts as the court deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section, indemnification may not be made to or on behalf of an Indemnitee if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action.
(iii)Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a director or officer of the corporation or member, manager or managing member of a predecessor limited liability company or affiliate of such limited liability company or a director, officer, employee, agent, partner, member, manager or fiduciary of, or to serve in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise and shall inure to the benefit of his or her heirs, executors and administrators.
(iv) The expenses of Indemnitees must be paid by the corporation or through insurance purchased and maintained by the corporation or through other financial arrangements made by the corporation, as they are incurred and in advance of the final disposition of the Proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. To the extent that a director or officer of the corporation is successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred in by him or her in connection with the defense.
(b) Indemnification of Employees and Other Persons. The corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees.
(c) Non-Exclusivity of Rights. The rights to indemnification provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or these Bylaws, agreement, vote of stockholders or directors, or otherwise.
(d) Insurance. The corporation may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnitee for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee, member, managing member or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify him or her against such liability and expenses.
(e) Other Financial Arrangements. The other financial arrangements which may be made by the corporation may include the following (i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; (iv) the establishment of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.
II-2
(f) Other Matters Relating to Insurance or Financial Arrangements. Any insurance
or other financial arrangement made on behalf of a person pursuant to this
Section may be provided by the corporation or any other person approved by the
Board of Directors, even if all or part of the other person's stock or other
securities is owned by the corporation. In the absence of fraud (i) the decision
of the Board of Directors as to the propriety of the terms and conditions of any
insurance or other financial arrangement made pursuant to this Section and the
choice of the person to provide the insurance or other financial arrangement is
conclusive; and (ii) the insurance or other financial arrangement is not void or
voidable and does not subject any director approving it to personal liability
for his action; even if a director approving the insurance or other financial
arrangement is a beneficiary of the insurance or other financial arrangement.
(g) Amendment. The provisions of this Article relating to indemnification shall constitute a contract between the corporation and each of its directors and officers which may be modified as to any director or officer only with that person's consent or as specifically provided in this Section. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any director or officer shall apply to such director or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of this Article so as to limit or reduce the indemnification in any manner unless adopted by the unanimous vote of the directors of the corporation then serving; provided that no such amendment shall have a retroactive effect inconsistent with the preceding sentence.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, we sold a unregistered securities to our shareholders in the aggregate amount of 2,300,000. We believe that the issuances of the securities were considered to be exempt from registration under Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated there under. The purchasers of the securities represented their intention to acquire the securities for investment purposes only and not with a view to or for sales in connection with any distribution thereof and appropriate legends were affixed to the certificates for the securities issued in such transactions. The purchasers of the securities were each sophisticated investors who were provided information about us and were able to bear the risk of loss of their entire investment.
II-3
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
The following exhibits are filed as part of this registration statement:
Exhibit Description of Exhibit
------- ----------------------
3.1 Articles of Incorporation of Business Outsourcing Services, Inc.
3.2 Bylaws of Business Outsourcing Services, Inc.
4.1 Specimen Stock Certificate
5.1 Opinion of Gersten Savage LLP
10.1 Subscription Agreement dated June 5, 2008 between Business Outsourcing
Services, Inc. and Guilbert Cuison.
10.2 Subscription Agreement Subscription Agreement dated June 5, 2008
between Business Outsourcing Services, Inc. and Jerome Golez.
10.3 Form of Subscription Agreement
23.1 Consent of Maddox Ungar Silberstein, PLLC, Independent Auditor
23.2 Consent of Gersten Savage LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page).
|
II-4
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Act");
(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most-recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned 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 undersigned 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 undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
II-5
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
II-6
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Singapore on April 2, 2009.
BUSINESS OUTSOURCING SERVICES, INC.
By: /s/ Guilbert Cuison
--------------------------------------------------
Guilbert Cuison
President
(Principal executive officer, principal accounting
officer and principal financial officer)
|
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitute and appoint Guilbert Cuison and Jerome Golez, each or either of them,
his true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this registration statement and to sign a registration statement pursuant to
Section 462(b) of the Securities Act of 1933, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
/s/ Guilbert Cuison President, Secretary and Director April 2, 2009
---------------------------- (Principal executive officer, principal
Guilbert Cuison accounting officer and principal
financial officer)
/s/ Jerome Golez Treasurer and Director April 2, 2009
----------------------------
Jerome Golez
|
II-7
EXHIBITS
Exhibit Description of Exhibit
------- ----------------------
3.1 Articles of Incorporation of Business Outsourcing Services, Inc.
3.2 Bylaws of Business Outsourcing Services, Inc.
4.1 Specimen Stock Certificate
5.1 Opinion of Gersten Savage LLP
10.1 Subscription Agreement dated June 5, 2008 between Business Outsourcing
Services, Inc. and Guilbert Cuison.
10.2 Subscription Agreement Subscription Agreement dated June 5, 2008
between Business Outsourcing Services, Inc. and Jerome Golez.
10.3 Form of Subscription Agreement
23.1 Consent of Maddox Ungar Silberstein, PLLC, Independent Auditor
23.2 Consent of Gersten Savage LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page).
|
Exhibit 3.1
SECRETARY OF STATE
[SEAL]
STATE OF NEVADA
CORPORATE CHARTER
1, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that BUSINESS OUTSOURCING SERVICES INC., did on June 5, 2008, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.
[SEAL]
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed the Great Seal of
State, at my office on June 12, 2008.
/s/ Ross Miller
ROSS MILLER
Secretary of State
By /s/ Sandra A. Kraatz
Certification Clerk
|
Exhibit 3.2
Bylaws of Business Outsourcing Services Inc.
The following are the Bylaws of Business Outsourcing Service Inc., a Nevada corporation:
Article I. Office
The principal office of the corporation in the state of Nevada shall be located as such place as the Board of Directors may from time to time determine. The corporation may have such other offices, either within or without the state of Nevada, as the board of directors may designate or as the business of the corporation may require from time to time. The registered office of the corporation as required by the Nevada Corporation Act to be maintained in the State of Nevada, may be, but is not required to be identical to the principal office and the address of the registered agent may be changed from time to time by the board of directors.
Article II. Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders shall be held between January 1st and December 31st each year, on such date and at such hour as may be specified in the notice of meeting or in a duly executed waiver of notice thereof, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state of Nevada, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of shareholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be. Failure to hold the annual meeting within the above-proscribed time shall not act as forfeiture or grounds for dissolution of the corporation
Section 2. Special Meetings. Special meeting of the shareholders, for any purpose or purposes, may be called by the board of directors, by the holders of not less than one-tenth (1/10) of all the shares of the corporation entitled to vote at the meeting, or by the president of the Corporation.
Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Nevada, unless otherwise prescribed by statute, as the place of meeting for any annual meeting of Shareholders or for any special meeting of Shareholders called by the Board of Directors. If no designation is made by the Board, or if a special meeting is otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Nevada. Notwithstanding the first two sentences of the section, a Waiver or Notice signed by all Shareholders entitled to vote at a meeting, whether an annual or special meeting, may designate any place, either within or without the State of Nevada, unless otherwise prescribed by the statute, as the place of the holding of such meeting.
Section 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each Shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by first-class mail, by or the direction of the President, the Secretary, or the person or persons calling the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the Shareholder at his address as it appears on the records of the Corporation, with the postage thereon prepaid. Notice may be waived in accordance with Article XII.
Section 5. Fixing of the Record Date. The Board of Directors may fix a date, not less than ten (10) nor more than sixty (60) days before the date set for any meeting of the Shareholders, as the record date as of which the Shareholders of record entitled to notice of and to vote at such meeting an any adjournment thereof shall be determined.
Section 6. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the Shareholders. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and any business may be transacted at the adjourned meeting that might have been transacted at the original date of the meeting. If, however, after the adjournment, the Board fixed a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in compliance with Section 4 of this article to each Shareholder of record on the new record date entitled to vote at such meeting. After a quorum has been established at a Shareholders' meeting, the subsequent withdrawal of Shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required fore a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.
Section 7. Proxies. Every Shareholder entitled to vote at a meeting of Shareholders or to express consent or dissent without a meeting, or his duly authorized attorney-in-fact, may authorize another person or persons to act for him by proxy. The proxy must be executed in writing by the Shareholder or his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of such meeting or at the time of expressing such consent or dissent without a meeting. No proxy shall be valid after the expiration of eleven (11) months of the date thereof unless provided otherwise in the proxy.
Section 8. Voting of Shares. Each outstanding share of stock shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of the Shareholders. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the Shareholders unless a greater number is required by the Nevada Statutes.
Section 9. Voting of Shares by Certain Holders. Shares of stock standing in the name of another corporation may be voted by the officer, agent, or proxy designated by the Bylaws of the corporate Shareholder or, in the absence of any applicable bylaw, by such person as the board of directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate Shareholder. In the absence of any such designation or, in case of conflicting designation by the corporate Shareholder, the chairman of the board, the president, any vice president, the secretary, and the treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.
Shares of stock held by an administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name.
Shares of stock standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.
Shares of stock standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.
A Shareholder whose shares of stock are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledge, and thereafter the pledge or his nominee shall be entitled to vote the share so transferred.
Treasury shares, shares of its own stock owned by another corporation the majority of the voting stock of which is owned or controlled by it, and shares of its own stock held by a corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.
Section 10. Action Without A Meeting. Any action required by law to be taken at any meeting of Shareholders of the Corporation or any action which may be taken at a meeting of Shareholders, may be taken with a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of all of the outstanding shares of stock in the Corporation. If any class of shares is entitled to vote as a class, such written consent shall be required of the holders of all the shares of each class of shares entitled to vote as a class thereon an of the total shares entitled to vote.
In the event that the action to which the shareholder's consent is such as would have required the filing of a certificate under any other section of the law if such action had been voted on by shareholders in a meeting thereof, the certificate filed under other section shall state that written consent has been given in accordance with the provisions of Nevada Statutes.
Article III. Board of Directors
Section 1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors.
Section 2. Number, Tenure, and Qualification. The number of Directors of the Corporation shall be established by resolution of the Shareholders from time to time, and may be increased or decreased from time to time, provided the Corporation shall always have at least one (1) Director. Teach Director shall hold office until the next annual meeting of Shareholders and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, or death. Resignation of Directors shall be in accordance with Article V hereinafter.
Section 3. Removal. Any Director may be removed with or without cause by vote of the holders of a majority of the shares entitled to vote at an election of Directors, but such removal shall be without prejudice to the contract rights, in any, of the person so removed. Election or appointment of a director shall not of itself create contract rights.
Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw, except as provided in Article XIV of these Bylaws, immediately after and at the same place as the annual meeting of Shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, by the President or by the lesser of a majority, or two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by him/them.
Section 6. Notice. Notice of any special meeting shall be given at least five (5) days before the meeting by written notice personally, or by mail, or by telegram or cablegram to each Director at his business address, unless in case
of emergency, the Chairman of the Board or the President shall prescribe a shorter notice to be given personally or by telegraphing each Director at his residence or business address. If a notice of meeting is mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting, before or after the meeting in accordance with Article XII. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.
Section 7. Quorum. A majority of the number of Directors fixed pursuant to
Section 2 of this Article shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors. A majority of the Directors
present, whether or not a quorum exists, may adjourn any meeting of the Board of
Directors to another time and place. Notice of any such adjourned meeting shall
be given to the Directors who were not present at the time of the adjournment
and, unless the time and place of the adjourned meeting are announced at the
time of the adjournment, to the other Directors.
Section 8. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors, may be filled by the affirmative vote of a majority of the Shareholders. A Director elected to fill a vacancy shall hold office only until the next election of Directors by the Shareholders, or until his earlier resignation, removal from office or death.
Section 10. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and my be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
Section 11. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporation matter is taken shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.
Section 12. Constructive Presence at a Meeting. A member of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.
Section 13. Action Without a Meeting. Any action required by law to be taken at any meeting of the Directors of the Corporation or any action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the Directors, is filed in the minutes of the proceedings of the Board. Such consent shall have the same effect as a unanimous vote.
Article IV. Officers
Section 1. Numbers and Qualifications. The officers of the Corporation shall be the President, a Secretary, and a Treasure, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board of Directors. Any two (2) or more officers may be held by the same person.
Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his earlier resignation, removal from office or death. Resignation of officers shall be in accordance with Article V.
Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 4. Vacancies. A vacancy, however occurring, in any office may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business affairs of the Corporation. He shall, when present, preside at all meetings of the Shareholders and of the Board of Directors, unless the Board of Directors has elected a Chairman of the Board and the Chairman of the Board is present at such meeting. The President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties as from time to time may be assigned to him by the Board of Directors.
Section 6. Vice-President. If a Vice-President is elected or appointed, in the absence of the President or in the event of his death, inability, or refusal to act, the Vice-President shall have the duties of the President, and when so acting, shall have all powers of, and be subject to all the restrictions upon, the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors.
Section 7. Secretary. The Secretary shall: (a) kept the minutes of all the meetings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors.
Section 8. Treasure. The Treasure shall: (a)have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (b) in general perform all of the duties incident to the office of Treasure and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 9. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.
Section 10. Disqualification of an Officer. If any officer is elected to a public office or accepts employment that, pursuant to existing law, places restrictions or limitations upon his continued rendering of service to the Corporation, then such officer shall no longer be qualified to serve as an officer to the Corporation and he shall be deemed to have forthwith submitted his resignation as an officer of the Corporation.
Article V. Resignations
Any Director of Officer of the Corporation may resign at any time by giving written notice to the Board of Directors, and if there are no Directors then to all of the Shareholders. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the party or parties to whom notice is given hereunder.
Article VI. Contracts, Loans, Check, and Deposits
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agents or agents, to enter any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, unless otherwise restricted by law. Such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the mane of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Article VII. Certificates for the Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and the date of issue, shall be entered in the corporate records. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be make in the records of the Corporation only when the holder of record thereof or his legal representative, or his attorney thereunto authorized by power or attorney duly executed and filed with the Secretary of the Corporation, shall furnish proper evidence of authority to transfer, and when there is surrendered for cancellation the certificate for such shares, properly endorsed. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.
Article VIII. Fiscal Year
The fiscal year of the Corporation shall be as determined by the Board of Directors of the Corporation.
Article IX. Dividends
The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.
Article X. Indemnification
The Corporation shall indemnify any Director or officer or any former Director or officer, to the full extent permitted by law.
Article XI. Seal
The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, "Corporate Seal". As an alternative to an official corporate seal, the signature of the Secretary or other officer of the Corporation on a facsimile or graphical image of a corporate seal shall serve as the official "corporate seal" of the Corporation.
Article XII. Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be given to any Shareholder or Director of the Corporation under the provisions of these Bylaws or under the provision of the Articles of Incorporation, a waiver thereof in writing, or written consent as to the action to be taken for which the notice was given, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XIII. Rules of Order
Roberts' Rules of Order shall prescribe the rules of conduct for all meetings of the Corporation so far s not inconsistent with the laws of Nevada, with the Articles of Incorporation, or with these Bylaws.
Article XIV. Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a vote of a majority of the Shareholders, at any annual Shareholders' meeting or at any special Shareholders' meeting, provided notice of the proposed change is given in the notice of such meeting. If there is a proposed change to be taken up at a meeting of the Shareholders, notice of such meeting must be given under the terms of Article II, Section 4 of these Bylaws.
Article XV. Procedure Upon Death or Disqualification of a Sole Shareholder
As provided in Article II of the Articles of Incorporation of the Corporation, the Corporation shall have perpetual existence. Therefore, in the event of the death or disqualification of a sole Shareholder, then, and in that event, unless the stock of the deceased or disqualified Shareholder is sold to a person who is qualified to be a Shareholder of the Corporation pursuant to the provisions of Section II of Article II of these bylaws, the Articles of Incorporation of the Corporation shall be forthwith amended so that it may continue on as a general corporation to conduct other businesses authorized by the provisions of Nevada Statutes.
The foregoing is a true and correct copy of the Bylaws of Business Outsourcing Services Inc as adopted by the Board of Directors of the corporation on the 5th day of June, 2008
ATTEST:
/s/ Guilbert Cuison /s/ Jerome Golez --------------------------- --------------------------- Secretary Treasurer Date: June 5, 2008 Date: June 5, 2008 |
Exhibit 4.1
Number Interest
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
BUSINESS OUTSOURCING SERVICES, INC.
This is to certify that ____________________________________________________ is the owner of ________________ fully paid and non-assessable Shares of the Capital Sock of the above named Corporation transferable only on the books of the Corporation by the holder hereof in person or by a duly authorized attorney upon surrender of this certificate properly endorsed.
In Witness Whereof, the company has caused this certificate to be executed by its duly authorized management this ______________________ day of ____________________________ 20_______.
Exhibit 5.1
GERSTEN SAVAGE LLP 600 Lexington Avenue
New York, NY 10022-6018
T: 212-752-9700
F: 212-980-5192
INFO@GERSTENSAVAGE.COM
WWW. GERSTENSAVAGE.COM
April 2, 2009
Business Outsourcing Services, Inc.
1001 SW 5th Avenue, Suite 1100
Portland, Oregon 97204
United States
Gentlemen:
We have acted as counsel to Business Outsourcing Services, Inc., a Nevada corporation (the "Company") in connection with its filing of a registration statement on Form S-1 (the "Registration Statement") covering 700,000 shares of common stock $0.001 par value (the "Common Stock") to be sold by selling shareholders ("Selling Shareholders").
In our capacity as counsel to the Company, we have examined the copies of the Company's Articles of Incorporation and By-laws, and the registration statement and all exhibits thereto.
With respect to factual matters, we have relied upon statements and certificates of officers of the Company. We have also reviewed such other matters of law and examined and relied upon such other documents, records and certificates as we have deemed relevant hereto. In all such examinations we have assumed conformity with the original documents of all documents submitted to us as conformed or photostatic copies, the authenticity of all documents submitted to us as originals and the genuineness of all signatures on all documents submitted to us.
In addition to the foregoing, we have also relied as to matters of fact upon the representations made by the Company and their representatives and upon representations made by the Selling Shareholders. In addition, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies.
On the basis of the foregoing, we are of the opinion that the shares of Common Stock covered by this Registration Statement have been validly authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our Firm in the Prospectus included therein under the caption "Legal Matters". In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 (the "Act") or the rules and
regulations of the Commission promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement or prospectus within the meaning of the term "expert" as defined in Section 11 of the Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Gersten Savage, LLP ------------------------------------ Gersten Savage, LLP |
Exhibit 10.1
BUSINESS OUTSOURCING SERVICES INC.
(the "Company")
FOUNDER'S SHARE SUBSCRIPTION
The undersigned (the
"Subscriber"') acknowledges and agrees that:
1. the Subscriber is a founder of the Company;
2. the Subscriber subscribes for eight hundred thousand (800,000) common shares (the "Shares") in the authorized capital of the Company at a price of US$0.0125 per Share, and agrees to pay the purchase price for the Shares prior to their issuance;
3. the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect. to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with:
(a) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(b) applicable resale restrictions.
Dated as of the 5th day of June, 2008.
/s/ Guilbert Cuison ------------------------------- Guilbert Cuison |
INFORMATION REQUIRED FOR REGISTRATION:
Full name:
Guilbert Cuison
Residential Address:
Block 616 Bedok Reservoir Road
03-1108, Singapore
470616
Exhibit 10.2
BUSINESS OUTSOURCING SERVICES INC.
(the "Company")
FOUNDER'S SHARE SUBSCRIPTION
The undersigned (the
"Subscriber") acknowledges and agrees that:
1. the Subscriber is a founder of the Company;
2. the Subscriber subscribes for eight hundred thousand (800,000) common shares (the "Shares") in the authorized capital of the Company at a price of US$0.0125 per Share, and agrees to pay the purchase price for the Shares prior to their issuance;
3. the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with:
(a) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(b) applicable resale restrictions.
Dated as of the 5th day of June, 2008.
/s/ Jerome Golez ------------------------------- Jerome Golez |
INFORMATION REQUIRED FOR REGISTRATION:
Full name:
Jerome Golez
Residential Address:
Block 117 Bishan St. #20-29
Singapore, 570117
Exhibit 10.3
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
PRIVATE ISSUER
(Subscribers Resident Outside of the United States)
TO: Business Outsourcing Services Inc. (the "Company")
Purchase of Shares
1. SUBSCRIPTION
1.1 The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase from the Company, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, 20,000 shares of common stock (the "Shares") US $0.05 per Share (the "Subscription Price"), for the aggregate total purchase price of the undersigned subscriber of US $1,000 (the "Subscription Proceeds").
1.2 The Subscriber acknowledges that the offering of Shares contemplated hereby is part a private placement of Shares having an aggregate subscription level of US $3,000,000 (the "Offering"). The Offering is not subject to a minimum aggregate subscription level.
1.3 The Offering is only open to offshore investors.
2. PAYMENT
2.1 The Subscription Proceeds must accompany this Subscription and shall be paid by certified cheque or bank draft drawn on a U.S. chartered bank reasonably acceptable to the Company, and made payable and delivered to the Company. Alternatively, the Subscription Proceeds may be wired to the Company or its lawyers. If the funds are wired to the Company's lawyers, those lawyers are authorized to immediately deliver the funds to the Company.
2.2 The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason, which the Company expressly reserves the right to do, within 60 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds (without interest thereon) and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.
2.3 Where the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free loan to the Company until such time as the Subscription is accepted and the certificates representing the Shares have been issued to the Subscriber. The Company will only expend the Subscription Proceeds for or in conjunction with an acquisition of a new business for the Company.
3. DOCUMENTS REQUIRED FROM SUBSCRIBER
3.1 The Subscriber must complete, sign and return to the Company an executed copy of this Subscription Agreement.
3.2 The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, and applicable law.
4. CLOSING
4.1 Closing of the offering of the Shares (the "Closing") shall occur on or before June 30, 2008, or on such other date as may be determined by the Company (the "Closing Date").
4.2 The Company may, at its discretion, elect to close the Offering in one or more closings, in which event the Company may agree with one or more subscribers (including the Subscriber hereunder) to complete delivery of the Shares to such subscriber(s) against payment therefor at any time on or prior to the Closing Date.
5. ACKNOWLEDGEMENTS OF SUBSCRIBER
5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act; THERE IS NO TRADING MARKET FOR THE SHARES;
(c) the decision to execute this Subscription Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable; the Company is in a start-up phase and there is no assurance of success;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(f) there is no government or other insurance covering any of the Shares;
(g) there are risks associated with an investment in the Shares;
(h) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(k) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
(m) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;
(n) the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;
(o) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions; and
(p) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER
6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(b) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Subscriber or the Company in the jurisdiction of the Subscriber's residence or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound and, in particular, the Subscriber warrants that the Company's issuance of securities to the Subscriber is in full compliance with the securities laws of the Subscriber's jurisdiction of residence;
(c) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(d) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Subscriber is not a U.S. Person;
(f) the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement;
(g) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(h) the Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons;
(i) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber's own account (except for the circumstances outlined in paragraph 00) for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(k) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account.
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Shares; and
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
7. ACKNOWLEDGEMENT AND WAIVER
7.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the basis of available information provided to the Subscriber. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of the Shares.
8. LEGENDING OF SUBJECT SHARES
8.1 The Subscriber hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form:
"THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT."
8.2 The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.
9. COMMISSION TO THE AGENT
9.1 The Subscriber understands that upon Closing the Company may, in its sole discretion, approve the payment of a commission to an agent or agents, such commission to be calculated on the basis of a percentage of the gross proceeds of the Offering raised from Subscribers introduced to the Company by such agent(s).
10. COSTS
10.1 The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.
11. GOVERNING LAW
11.1 This Subscription Agreement is governed by the laws of the State of Nevada. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the jurisdiction of the courts of the State of Nevada.
12. SURVIVAL
12.1 This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto.
13. ASSIGNMENT
13.1 This Subscription Agreement is not transferable or assignable.
14. SEVERABILITY
14.1 The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.
15. ENTIRE AGREEMENT
15.1 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.
16. NOTICES
16.1 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on the signature page of this Subscription Agreement and notices to the Company shall be directed to it at Business Outsourcing Services Inc., Attention: President.
17. COUNTERPARTS AND ELECTRONIC MEANS
17.1 This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth.
18. DELIVERY INSTRUCTIONS
18.1 The Subscriber hereby directs the Company to deliver the Share Certificates to:
18.2 The Subscriber hereby directs the Company to cause the Shares to be registered on the books of the Company as follows:
IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date of acceptance by the Company.
A C C E P T A N C E
The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by the Company.
DATED at ______________________ , the________ day of ___________________ , 2008.
BUSINESS OUTSOURCING SERVICES INC.
Exhibit 23.1
Phone (248) 203-0080 Fax (248) 281-0940 30600 Telegraph Road, Suite 2175 Bingham Farms, MI 48025-4586 www.maddoxungar.com
April 1, 2009
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Business Outsourcing Services, Inc.
Portland, Oregon
To Whom It May Concern:
Maddox Ungar Silberstein, PLLC hereby consents to the use in the Form S-1, Registration Statement under the Securities Act of 1933, filed by Business Outsourcing Services, Inc. of our report dated February 12, 2009, relating to the financial statements of Business Outsourcing Services, Inc., a Nevada Corporation, as of and for the period ending November 30, 2008, and the reference to us under the caption "Experts".
Sincerely,
/s/ Maddox Ungar Silberstein, PLLC ------------------------------------------ Maddox Ungar Silberstein, PLLC |