Amendment No. 2 to | ||
FORM S-1
|
||
REGISTRATION STATEMENT
|
||
UNDER
|
||
THE SECURITIES ACT OF 1933
|
||
Nevada
|
1520
|
27-1989147
|
||
(State or other Jurisdiction of Incorporation)
|
(Primary Standard Industrial Classification Code)
|
(IRS Employer Identification No.)
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||
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
Title of Each Class Of Securities to be Registered
|
Amount to be
Registered
|
Proposed Maximum
Aggregate Offering
Price per share
|
Proposed Maximum
Aggregate
Offering Price
|
Amount of
Registration fee
|
||||||||||||
Common Stock, $0.001 par value per share
|
775,000
|
$
|
0.05
|
$
|
38,750
|
$
|
4.50
|
PAGE
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1
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1
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2
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6
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6
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7
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7
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8
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9
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10
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10
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13
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13
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13
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F-
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14
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14
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18
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18
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19
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20
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20
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Common stock offered by selling security holders
|
775,000 shares of common stock. This number represents 7% of our current outstanding common stock (1).
|
|
Common stock outstanding before the offering
|
11,025,000
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|
Common stock outstanding after the offering
|
11,025,000 common shares as of March 7 , 2011.
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|
Terms of the Offering
|
The selling security holders will determine when and how they will sell the common stock offered in this prospectus.
The selling security holders will sell at a fixed price of $0.05 per share until our common stock is quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market.
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Termination of the Offering
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The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.
Please note that the Company is currently a development stage start-up company that consists of no or nominal assets. Accordingly, Rule 144 may be unavailable for our shareholders and the securities sold in this offering can only be resold through registration under the Securities Act of 1933 or at such time that the conditions of Rule 144(i) are met.
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Use of proceeds
|
We are not selling any shares of the common stock covered by this prospectus.
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Risk Factors
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The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 2.
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|
Construction revenue
|
$
|
8,489
|
||
Cost of materials and labor
|
(3,437
|
)
|
||
Gross profit
|
5,052
|
|||
Operating expenses
|
10,985
|
|||
Net loss
|
$
|
(5,933
|
)
|
|
Net loss per common share – basic and diluted
|
$
|
(0.00
|
)
|
Construction revenue
|
$ | 18,925 | ||
Cost of materials and labor
|
(11,550 | ) | ||
Gross profit
|
7,375 | |||
Operating expenses
|
20,570 | |||
Net loss
|
$ | (13,195 | ) | |
Net loss per common share – basic and diluted
|
$ | (0.00 | ) |
Net cash used in operating activities
|
$
|
(4,453
|
)
|
|
Net cash provided by financing activities
|
5,500
|
|||
Net increase in cash
|
1,047
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|||
Cash at end of period
|
$
|
1,772
|
Net cash used in operating activities
|
$ | (2,525 | ) | |
Net cash provided by financing activities
|
3,250 | |||
Net increase in cash
|
725 | |||
Cash at end of period
|
$ | 725 |
Name
|
Shares Beneficially Owned Prior to Offering
|
Shares to be Offered
|
Amount Beneficially Owned After Offering
|
Percent Beneficially Owned After Offering
|
|||||
Santiago Sang
|
25,000
|
25,000
|
0
|
*
|
|||||
Michelle Renda
|
25,000
|
25,000
|
0
|
*
|
|||||
Brian Renda
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25,000
|
25,000
|
0
|
*
|
|||||
Denise Uniacke
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50,000
|
50,000
|
0
|
*
|
|||||
Richard Uniacke
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25,000
|
25,000
|
0
|
*
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|||||
Michael Barritta
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25,000
|
25,000
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0
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*
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|||||
Gus Renda
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25,000
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25,000
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0
|
*
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|||||
Patricia Pomposelli
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25,000
|
25,000
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0
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*
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|||||
Brian Ratner
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25,000
|
25,000
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0
|
*
|
|||||
Sanket Desai
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25,000
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25,000
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0
|
*
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|||||
Joel Braun
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25,000
|
25,000
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0
|
*
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|||||
Jeffrey Leschen
|
25,000
|
25,000
|
0
|
*
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|||||
Eric Katz
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25,000
|
25,000
|
0
|
*
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|||||
Daniel Leschen
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25,000
|
25,000
|
0
|
*
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|||||
Adam Lederman
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25,000
|
25,000
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0
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*
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Joseph Leschen
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25,000
|
25,000
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0
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*
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|||||
David Kirschner
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25,000
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25,000
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0
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*
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|||||
Paul Powderly (1)
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25,000
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25,000
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0
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*
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|||||
Megan Powderly
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25,000
|
25,000
|
0
|
*
|
|||||
Karen Namvar
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25,000
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25,000
|
0
|
*
|
|||||
MaryAnn Corcoran
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25,000
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25,000
|
0
|
*
|
|||||
Elizabeth Eaton
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25,000
|
25,000
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0
|
*
|
|||||
Lee Curtis Eaton
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25,000
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25,000
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0
|
*
|
|||||
Caory Taylor
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25,000
|
25,000
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0
|
*
|
|||||
Jason Barbanel
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25,000
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25,000
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0
|
*
|
|||||
Jennifer Zammit (2)
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25,000
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25,000
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0
|
*
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|||||
Nicole Arello (2)
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25,000
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25,000
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0
|
*
|
|||||
Donna Bonfiglio (2)
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25,000
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25,000
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0
|
*
|
|||||
Brian Goldberg (2)
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25,000
|
25,000
|
0
|
*
|
|||||
Yuezhu Liang (2)
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25,000
|
25,000
|
0
|
*
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(1)
|
Paul Powderly is the father of Brendan Powderly, our Chief Executive Officer.
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(2)
|
These 5 individuals each received 25,000 shares each as consideration for services provided in connection with corporate formation and preparing legal documents. The shares were issued in March of 2010 pursuant to a board resolution approving the share issuance as consideration for corporate structuring and marketing consulting services. Each of these individuals assisted us in filing our articles of incorporation, drafting corporate minutes, adopting corporate by-laws, preparing and filing “doing business as” documents in the State of Massachusetts. Additionally, these individuals also assisted us in some of our marketing efforts, including the preparation, layout and hosting of our webpage and in researching and analyzing the best available marketing opportunities for us (i.e. through the yellow pages, by passing out flyers or paying for leads).
|
-
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has had a material relationship with us other than as a shareholder at any time within the past three years; or
|
-
|
has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
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-
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are broker-dealers or affiliated with broker-dealers.
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●
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ordinary brokers transactions, which may include long or short sales,
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●
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transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
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●
|
through direct sales to purchasers or sales effected through agents,
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●
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through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
|
●
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any combination of the foregoing.
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-
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Provide quality service to our customers;
|
-
|
Treat our partners with fairness and consideration; and
|
-
|
Be considered an asset to our customers in their home renovation projects.
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Project
|
Revenue Generated
|
Percentage of Total Revenues
|
Handyman Work
|
1,440
|
5.36%
|
Handyman Work
|
358
|
1.33%
|
Handyman Work
|
292
|
1.09%
|
Handyman Work
|
361
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1.34%
|
Handyman Work
|
108
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0.40%
|
Refinish Ceiling
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1,618
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6.03%
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Bathroom Remodel
|
6,570
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24.48%
|
Interior Trim
|
2,555
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9.52%
|
Carpentry, Sheetrock and Staircase
|
1,468
|
5.47%
|
Hardwood Floor
|
1,500
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5.59%
|
Exterior Trim
|
400
|
1.49%
|
Exterior Bulkhead
|
1,100
|
4.10%
|
Screen Door
|
150
|
0.56%
|
Patio
|
1,886
|
7.03%
|
Porch
|
6,300
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23.47%
|
Fence Repair
|
737
|
2.75%
|
Total
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26,843
|
CONDENSED STATEMENTS OF OPERATIONS
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||||
(UNAUDITED)
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||||
For the Three
|
||||
Months Ended
|
||||
December 31, 2010
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||||
Construction revenue
|
$ | 8,489 | ||
Cost of materials and labor
|
3,437 | |||
Gross margin
|
5,052 | |||
OPERATING EXPENSES
|
||||
Professional fees
|
5,250 | |||
General and administrative
|
5,735 | |||
Total Operating Expenses
|
10,985 | |||
LOSS BEFORE PROVISION FOR INCOME TAXES
|
(5,933 | ) | ||
Provision for Income Taxes
|
- | |||
NET LOSS
|
$ | (5,933 | ) | |
Net loss per share - basic and diluted
|
$ | - | ||
Weighted average number of shares outstanding during the period - basic and diluted
|
10,553,261 |
I.
|
Founder Shares, Common Stock, Shares to be Issued
|
Page(s)
|
|
Report of Independent Registered Public Accounting Firm
|
|
Balance Sheet as of September 30, 2010
|
F - 9
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Statements of Operations for the Period from February 24, 2010 (inception) to September 30, 2010
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F - 10
|
Statement of Changes in Stockholders’ Equity for the Period from February 24, 2010 (inception) to September 30, 2010
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F - 11
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Statement of Cash Flows for the Period February 24, 2010 (inception) to September 30, 2010
|
F - 12
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Notes to Financial Statements
|
F - 13 - 18
|
2010
|
||||
Construction revenue
|
$ | 18,925 | ||
Cost of materials and labor
|
11,550 | |||
Gross profit
|
$ | 7,375 | ||
Operating expenses:
|
||||
General and administrative expenses
|
20,570 | |||
Total operating expenses
|
20,570 | |||
Net loss
|
$ | (13,195 | ) | |
Net loss per common share - basic and diluted
|
$ | (0.00 | ) | |
|
||||
Weighted average number of common shares outstanding
during the year/period - basic and diluted
|
10,250,000 | |||
Common Stock, $0.001 Par Value
|
Additional
Paid in
|
Accumulated
|
Total
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
Common stock issued to founder and consultants for cash ($0.0001/share)
|
10,000,000 | $ | 10,000 | $ | - | $ | - | $ | 10,000 | |||||||||||
Common stock issued for cash ($0.01/share)
|
250,000 | 250 | 2,250 | - | 2,500 | |||||||||||||||
Subscription received, shares to be issued
|
- | - | 750 | - | 750 | |||||||||||||||
Net loss for the period from inception to September 30, 2010
|
- | - | - | (13,195 | ) | (13,195 | ) | |||||||||||||
Balance, September 30, 2010
|
10,250,000 | $ | 10,250 | $ | 3,000 | $ | (13,195 | ) | $ | 55 |
I.
|
Founder Shares, Common Stock, Shares to be Issued
|
2009
|
||||
Gross deferred tax assets:
|
||||
Net operating loss carryforwards
|
$ | (1,000 | ) | |
Total deferred tax assets
|
(1,000 | ) | ||
Less: valuation allowance
|
1,000 | |||
Net deferred tax asset recorded
|
$ | - |
2010
|
||||
Expected tax expense (benefit) – Federal
|
$ | (4,000 | ) | |
Expected tax expense (benefit) – State
|
(1,000 | ) | ||
Non-deductible stock compensation
|
4,000 | |||
Change in Valuation Allowance
|
1,000 | |||
Actual tax expense (benefit)
|
$ | - |
-
|
Provide quality service to our customers;
|
-
|
Treat our partners with fairness and consideration; and
|
-
|
Be considered an asset to our customers in their home renovation projects.
|
Construction revenue
|
$
|
8,489
|
||
Cost of materials and labor
|
(3,437
|
)
|
||
Gross profit
|
5,052
|
|||
Operating expenses
|
10,985
|
|||
Net loss
|
$
|
(5,933
|
)
|
|
Net loss per common share – basic and diluted
|
$
|
(0.00
|
)
|
Project
|
Revenue Generated
|
Handyman Work*
|
$ 1,800
|
Bathroom Remodel
|
$ 6,489
|
Drywall and painting
|
$ 200
|
Total
|
$ 8,489
|
Construction revenue
|
$ | 18,925 | ||
Cost of materials and labor
|
(11,550 | ) | ||
Gross profit
|
7,375 | |||
Operating expenses
|
20,570 | |||
Net loss
|
$ | (13,195 | ) | |
Net loss per common share – basic and diluted
|
$ | (0.00 | ) |
Project
|
Revenue Generated
|
Handyman Work*
|
$ 1,440
|
Handyman Work*
|
$ 358
|
Handyman Work*
|
$ 292
|
Handyman Work*
|
$ 361
|
Handyman Work*
|
$ 108
|
Bathroom Remodel
|
$ 6,570
|
Interior Trim
|
$ 2,555
|
Carpentry, Sheetrock and Staircase
|
$ 1,468
|
Hardwood Floor
|
$ 1,500
|
Exterior Trim
|
$ 400
|
Exterior Bulkhead
|
$ 1,100
|
Screen Door
|
$ 150
|
Patio
|
$ 1,886
|
Fence Repair
|
$ 737
|
Total
|
$ 19,859
|
o
|
An increase in working capital requirements to finance additional marketing efforts,
|
o
|
Increases in advertising, public relations and sales promotions for existing customers and to attract new customers as the company expands, and
|
o
|
The cost of being a public company.
|
-
|
Place an advertisement on yellow pages and have them send out text messages to subscribers advertising our services;
|
-
|
Advertise in local circulars;
|
-
|
Place an advertisement in the Georgetown Record;
|
-
|
Purchase magnetic logos of our business in order to advertise on the side of Mr. Powderly’s truck;
|
-
|
Purchase work shirts with our business logo on it so that we can have a professional appearance when bidding for jobs and working on jobs.
|
Name
|
Age
|
Position
|
Brendan Powderly
|
32
|
Chief Executive Officer and Director
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation ($)
|
Non-Qualified Deferred Compensation Earnings
($)
|
All Other Compensation
($)
|
Totals
($)
|
||||||||||||||
Brendan Powderly, Chief Executive Officer
|
2010
|
$
|
0
|
0
|
10,000 (a)
|
0
|
0
|
0
|
$6,701(b)
|
$
|
16,701
|
(a)
|
Represents 10,000,000 founder shares valued at $0.001/share.
|
(b)
|
Represents personal expenses paid for by the company.
|
Name
|
Number of Shares Beneficially Owned
|
Percent of Class (1)
|
||||||
Brendan Powderly
288 North Street
Georgetown,
Massachusetts
01833
|
10,000,000
|
90.7
|
%
|
|||||
All Executive Officers and Directors as a group (1 person)
|
10,000,000
|
90.7
|
%
|
(1)
|
Based on 11,025,000 shares of common stock outstanding as of March 7 , 2011
|
Securities and Exchange Commission registration fee
|
$
|
4.50
|
||
Federal Taxes
|
$
|
0
|
||
State Taxes and Fees
|
$
|
0
|
||
Transfer Agent Fees
|
$
|
0
|
||
Accounting fees and expenses
|
$
|
8,000
|
||
Legal fees and expense
|
$
|
10,000
|
||
Blue Sky fees and expenses
|
$
|
1,200
|
||
Miscellaneous
|
$
|
0
|
||
Total
|
$
|
19,204.50
|
-
|
Santiago Sang
|
-
|
Michelle Renda
|
-
|
Brian Renda
|
-
|
Denise Uniacke
|
-
|
Richard Uniacke
|
-
|
Michael Barritta
|
-
|
Gus Renda
|
-
|
Patricia Pomposelli
|
-
|
Brian Ratner
|
-
|
Sanket Desai
|
-
|
Joel Braun
|
-
|
Jeffrey Leschen
|
-
|
Eric Katz
|
-
|
Daniel Leschen
|
-
|
Adam Lederman
|
-
|
Joseph Leschen
|
-
|
David Kirschner
|
-
|
Paul Powderly
|
-
|
Megan Powderly
|
-
|
Karen Namvar
|
-
|
MaryAnn Corcoran
|
-
|
Elizabeth Eaton
|
-
|
Lee Curtis Eaton
|
-
|
Caory Taylor; and
|
-
|
Jason Barbanel.
|
(A)
|
No general solicitation or advertising was conducted by us in connection with the offering of any of the Shares.
|
(B)
|
At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.
|
(C)
|
Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.
|
(D)
|
The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.
|
(E)
|
None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.
|
EXHIBIT NUMBER
|
DESCRIPTION
|
3.1
|
Articles of Incorporation and Certificate of Correction
|
3.2
|
By-Laws
|
5.1
|
Opinion of Anslow & Jaclin, LLP
|
10.1
|
Form of Customer Contract
|
10.2 | Employment Agreement of Brendan Powderly |
23.1
|
Consent of Donahue Associates, LLC
|
23.2
|
Consent of Counsel (included in Exhibit 5.1, hereto)
|
INSPIRED BUILDERS, INC.
|
||
By:
|
/s/Brendan Powderly
|
|
Brendan Powderly,
|
||
Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/Brendan Powderly
|
Chief Executive Officer, Principal Financial Officer, Controller and Principal Accounting Officer
|
March 18 , 2011
|
||
Brendan Powderly
|
Signature
|
Date
|
|||
/s/Brendan Powderly
|
March 18 , 2011
|
|||
Brendan Powderly
|
By:
|
/s/ Gregg E. Jaclin
|
Required Permits
-The following building permits are required
and will be secured by the contractor as the homeowner's agent:
|
Proposed Start and Completion Schedule
-The following schedule will
be adhered to unless circumstances beyond the contractor's control arise
|
|
(Owners who secure their own permits will be
excluded from the Guaranty Fund provisions of
MGL chapter 142A.)
|
____________Date when contractor will begin contracted work.
|
|
____________Date when contracted work will be substantially completed. |
INSPIRED BUILDERS, INC. | |||
/s/ Brendan Powderly | |||
By: | Brendan Powderly | ||
Title: | Chairman and Chief Executive Officer | ||
EXECUTIVE | |||
|
/s/ Brendan Powderly | ||
By: | Brendan Powderly | ||