Nevada
|
N/A
|
|||
(State or other Jurisdiction of Incorporation)
|
(Primary Standard Industrial Classification Code)
|
(IRS Employer Identification No.)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
Title of Each Class of Securities to be Registered
|
Amount to be Registered
|
Proposed
Maximum
Offering Price
Per Unit (1)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of Registration
Fee (2)
|
||||||||||||
Common Stock, par value $0.001 per share
|
20,000,000
|
$
|
0.01
|
$
|
200,000
|
$
|
27.28
|
PRELIMINARY PROSPECTUS
|
SUBJECT TO COMPLETION, DATED MARCH 22, 2013
|
Percentage of Shares Sold
|
Shares Sold
|
Gross Proceeds
to Company
|
Net Proceeds to Company
after Offering Costs
|
|||||||
25%
|
5,000,000
|
$
|
50,000
|
$
|
21,000
|
|||||
50%
|
10,000,000
|
$
|
100,000
|
$
|
71,000
|
|||||
75%
|
15,000,000
|
$
|
150,000
|
$
|
121,000
|
|||||
100%
|
20,000,000
|
$
|
200,000
|
$
|
171,000
|
|
Page
|
|
|
1
|
|
2
|
|
3
|
|
3
|
|
12
|
|
12
|
|
12
|
|
12
|
|
13
|
|
14
|
|
15
|
|
F-1
|
|
18
|
|
20
|
|
21
|
|
21
|
|
23
|
|
24
|
|
25
|
|
26
|
|
26
|
|
27
|
|
II-1
|
|
II-2
|
|
II-2
|
|
II-4
|
Percentage of Shares Sold
|
Shares Sold
|
Gross Proceeds
to Company
|
Net Proceeds to Company
after Offering Costs
|
||||||
25%
|
5,000,000
|
$
|
50,000
|
$
|
21,000
|
||||
50%
|
10,000,000
|
$
|
100,000
|
$
|
71,000
|
||||
75%
|
15,000,000
|
$
|
150,000
|
$
|
121,000
|
||||
100%
|
20,000,000
|
$
|
200,000
|
$
|
171,000
|
Securities being offered by the Company, common stock, par value $0.001
|
20,000,000 shares of common stock, par value $0.001 (the “Shares”).
|
Offering price per share by the Company.
|
$0.01 per Share.
|
Number of shares outstanding
before the offering of common shares.
|
5,000,000 Shares as of March 22, 2013.
|
Number of shares outstanding
after the offering of common shares if all the shares being offered are sold.
|
25,000,000 Shares will be issued and outstanding after this offering is completed if all the Shares being offered are sold.
|
Minimum number of shares to be sold in this offering
|
None.
|
Market for the common shares
|
There is no public market for the common shares. The price per Share is $0.01. Priced In may not be able to meet the requirement for a public listing or quotation of the Shares. Further, even if Priced In’s common stock is quoted or granted listing, a market for the common shares may not develop.
|
Use of proceeds
|
We will receive all proceeds from the sale of the Shares after deducting the offering expenses, which is estimated at $29,000. If we are able to sell between 5,000,000 common shares and 20,000,000 Shares being offered, the net proceeds to the Company would be between $21, 000 and $171,000, from which we would like to develop as sophisticated a website as such proceeds permit. From these proceeds, we plan to spend at least $5,000 on professional fees (including legal, accounting and transfer agent expenses), at least $1,000 on administrative expenses, and at least $500 on website hosting expenses. We plan on dedicating the remainder of the net proceeds to website development, marketing, and general operating costs including potentially hiring employees.
|
Termination of the offering
|
The offering will conclude upon the earlier to occur of: (i) the sale of all 20,000,000 Shares to investors, or (ii) 90 days after this registration statement becomes effective with the SEC. Priced In may at its discretion extend the offering for an additional 90 days.
|
Terms of the offering
|
The Company’s president and vice president will sell the common stock upon effectiveness of this registration statement.
|
Balance Sheet
|
As of
September 30,
2012
|
As of
December 31,
2012
|
||||||
Total Assets
|
$ | 41,078 | $ | 41,030 | ||||
Total Liabilities
|
$ | 1,506 | $ | 3,830 | ||||
Stockholder’s Equity
|
$ | 39,572 | $ | 37,200 |
Operating Data
|
November 23,
2010
(Date of
Inception) to
September 30,
2012
|
For the Three
Months Ended December 31,
2012
|
Period from
November 23, 2010
(Date of
Inception)
to December
31, 2012
|
||||||||
Revenue
|
$ | 0 | $ | 0 | $ | 0 | |||||
Net Income (Loss)
|
$ | (10,428 | ) | $ | (2,372 | ) | $ | (12,800 | ) | ||
Net Loss Per Share
|
$ | (0.00 | ) | $ | (0.00 | ) | $ |
Percentage of Shares Sold
|
Approximate Post-Offering Ownership Percentage of Directors
|
|
0%
|
100%
|
|
25%
|
50%
|
|
50%
|
33.3%
|
|
75%
|
25%
|
|
100%
|
20%
|
●
limiting the growth of the Internet;
|
●
creating uncertainty in the marketplace that could reduce demand for our products and services;
|
●
increasing our cost of doing business;
|
●
exposing us to significant liabilities associated with content distributed or accessed through our products or services; or
|
●
leading to increased product and applications development costs, or otherwise harm our business.
|
If 25% of Shares
Sold
|
If 50% of Shares
Sold
|
If 75% of Shares
Sold
|
If 100% of Shares Sold
|
|||||||||||||
Gross Proceeds to Company
|
50,000
|
100,000
|
150,000
|
200,000
|
||||||||||||
Net Proceeds to Company
after Deducting Offering Expenses
|
21,000
|
71,000
|
121,000
|
171,000
|
||||||||||||
Legal, accounting, transfer agent
|
5,000
|
5,000
|
5,000
|
5,000
|
||||||||||||
Employees and general office expenses
|
-
|
2,000
|
12,000
|
22,000
|
||||||||||||
Internet Servers and website hosting
|
500
|
3,000
|
4,000
|
5,000
|
||||||||||||
Website Development and Testing
|
10,000
|
26,000
|
40,000
|
55,000
|
||||||||||||
Marketing
|
4,500
|
32,000
|
56,000
|
79,000
|
||||||||||||
Administrative Expenses
|
1,000
|
3,000
|
4,000
|
5,000
|
||||||||||||
TOTALS
|
$
|
21,000
|
$
|
71,000
|
$
|
121,000
|
$
|
171,000
|
If 25% of Shares
Sold
|
If 50% of Shares
Sold
|
If 75% of Shares
Sold
|
If 100% of Shares
Sold
|
|||||||||||||
Offering price per share
|
0.01
|
0.01
|
0.01
|
0.01
|
||||||||||||
Post offering net tangible book value (proceeds to company from offering + pre-offering book value - cost of offering)
|
58,200
|
108,200
|
158,200
|
208,200
|
||||||||||||
Post offering net tangible book value per share
|
0.0058
|
0.0072
|
0.0079
|
0.0083
|
||||||||||||
Pre-offering net tangible book value per share
|
0.0074
|
0.0074
|
0.0074
|
0.0074
|
||||||||||||
(Decrease) Increase in net tangible book value per share after offering
|
(0.0016
|
)
|
(0.0006
|
)
|
0.0006
|
0.0009
|
||||||||||
Dilution per share
|
0.0042
|
0.0028
|
0.0021
|
0.0017
|
||||||||||||
% dilution
|
41.8
|
%
|
27.9
|
%
|
20.9
|
%
|
16.7
|
%
|
●
|
20% or more but less than 33 1/3%;
|
●
|
33 1/3% or more but less than or equal to 50%; or
|
●
|
more than 50%.
|
Index
|
|
F–2
|
|
F–3
|
|
F–4
|
|
F–5
|
ASSETS
|
December 31,
2012
|
September 30,
2012
|
||||||
Current Assets
|
||||||||
Cash
|
$ | 41,030 | $ | 41,078 | ||||
Total Current Assets
|
$ | 41,030 | $ | 41,078 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 824 | $ | - | ||||
Accrued liabilities
|
3,000 | 1,500 | ||||||
Due to related parties
|
6 | 6 | ||||||
Total Current Liabilities
|
3,830 | 1,506 | ||||||
Stockholders’ Equity
|
||||||||
Common stock
Authorized: 75,000,000 shares, par value $0.001
5,000,000 share issued and outstanding
|
5,000 | 5,000 | ||||||
Additional paid-in capital
|
45,000 | 45,000 | ||||||
Deficit accumulated during the
development
stage
|
(12,800 | ) | (10,428 | ) | ||||
Total Stockholders’ Equity
|
37,200 | 39,572 | ||||||
Total Liabilities and Stockholders’ Equity
|
$ | 41,030 | $ | 41,078 |
Three Months
Ended
December 31,
2012
|
Three Months
Ended
December 31,
2011
|
Period from
November 23,
2010
(Date of Inception)
to December 31,
2012
|
||||||||||
Expenses
|
||||||||||||
General and administrative
|
$ | 2,372 | $ | 47 | $ | 12,800 | ||||||
, | ||||||||||||
Total Operating Expenses
|
2,372 | 47 | 12,800 | |||||||||
Net Loss
|
$ | (2,372 | ) | $ | (47 | ) | $ | (12,800 | ) | |||
Net Loss Per Share – Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted Average Shares Outstanding
|
5,000,000 | 1,608,696 |
Three Months
Ended
December 31,
2012
|
Three Months
Ended
December 31,
2011
|
Period from
November 23, 2010
(Date of Inception)
to December 31,
2012
|
||||||||||
Operating Activities
|
||||||||||||
Net loss for the period
|
$ | (2,372 | ) | $ | (47 | ) | $ | (12,800 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts payable
|
824 | - | 824 | |||||||||
Accrued expenses
|
1,500 | - | 3,000 | |||||||||
Net cash used in operating activities
|
(48 | ) | (47 | ) | (8,976 | ) | ||||||
Financing Activities
|
||||||||||||
Proceeds from issuance of common stock
|
- | 40,000 | 50,000 | |||||||||
Due to related parties
|
- | (510 | ) | 6 | ||||||||
Net Cash Provided by Financing Activities
|
- | 39,490 | 50,006 | |||||||||
Net Increase in Cash
|
(48 | ) | 39,443 | 41,030 | ||||||||
Cash, Beginning of Period
|
41,078 | - | – | |||||||||
Cash, End of Period
|
41,030 | 39,443 | 41,030 | |||||||||
Supplemental Disclosures
|
||||||||||||
Interest paid
|
$ | - | $ | - | $ | – | ||||||
Income taxes paid
|
- | - | – |
|
a)
|
As at December 31, 2012, the Company was indebted to the former President of the Company in the amount of $6, which is non-interest bearing, unsecured, and due on demand.
|
|
a)
|
On November 24, 2011, the Company issued 4,000,000 common shares at $0.01 per share for proceeds of $40,000.
|
|
b)
|
On February 1, 2012, the Company issued 1,000,000 common shares at $0.01 per share for proceeds of $10,000.
|
Index
|
|
F-7
|
|
F-8
|
|
F-9
|
|
F-10
|
|
F-11
|
|
F-12 to F-13
|
ASSETS
|
September 30,
2012
|
September 30,
2011
|
||||||
Current Assets
|
||||||||
Cash
|
$
|
41,078
|
$
|
-
|
||||
Total Current Assets
|
$
|
41,078
|
$
|
-
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Current Liabilities
|
||||||||
Accrued liabilities
|
$
|
1,500
|
$
|
-
|
||||
Due to related parties
|
6
|
516
|
||||||
Total Current Liabilities
|
1,506
|
516
|
||||||
Stockholders’ Equity
|
||||||||
Common stock:
Authorized: 75,000,000 shares, par value $0.001
5,000,000 and 0 share issued and outstanding respectively
|
5,000
|
-
|
||||||
Additional paid-in capital
|
45,000
|
-
|
||||||
Deficit accumulated during the development stage
|
(10,428
|
)
|
(516
|
)
|
||||
Total Stockholders’ Equity (Deficit)
|
39,572
|
(516
|
)
|
|||||
Total Liabilities and Stockholders’ Equity
|
$
|
41,078
|
$
|
-
|
Year Ended
S
eptember 30,
2012
|
Period from
November 23,
2010
(Date of
Inception) to
September 30,
2011
|
Period from
November 23,
2010
(Date of
Inception) to September 30,
2012
|
||||||||||
Expenses
|
||||||||||||
General and administrative
|
$
|
9,912
|
$
|
516
|
$
|
10,428
|
||||||
,
|
||||||||||||
Total Operating Expenses
|
9,912
|
516
|
10,428
|
|||||||||
Net Loss
|
$
|
(9,912
|
)
|
$
|
(516
|
)
|
$
|
(10,428
|
)
|
|||
Net Loss Per Share – Basic and Diluted
|
$
|
(0.00
|
)
|
$
|
0.00
|
|||||||
Weighted Average Shares Outstanding
|
4,060,109
|
-
|
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During the
|
|||||||||||||||||||
Common Stock
|
Paid-in
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance, November 23, 2010 (Date of Inception)
|
–
|
$
|
-
|
$
|
–
|
$
|
–
|
$
|
–
|
|||||||||||
Net loss
|
–
|
–
|
–
|
(516
|
)
|
(516
|
)
|
|||||||||||||
Balance – September 30, 2011
|
–
|
–
|
–
|
(516
|
)
|
(516
|
)
|
|||||||||||||
Common stock issued for cash
|
5,000,000
|
5,000
|
45,000
|
–
|
50,000
|
|||||||||||||||
Net loss
|
–
|
–
|
–
|
(9,912
|
)
|
(9,912
|
)
|
|||||||||||||
Balance – September 30, 2012
|
5,000,000
|
$
|
5,000
|
$
|
45,000
|
$
|
(10,428
|
)
|
$
|
39,572
|
Year
Ended
September 30,
2012
|
Period from
November 23,
2010
(Date of
Inception) To
September 30,
2011
|
Period from
November 23,
2010
(Date of
Inception) to
September 30,
2012
|
||||||||||
Operating Activities
|
||||||||||||
Net loss
|
$
|
(9,912
|
)
|
$
|
(516
|
)
|
$
|
(10,428
|
)
|
|||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accrued expenses
|
1,500
|
-
|
1,500
|
|||||||||
Net cash used in operating activities
|
(8,412
|
)
|
(516
|
)
|
(8,928
|
)
|
||||||
Financing Activities
|
||||||||||||
Proceeds from issuance of common stock
|
50,000
|
-
|
50,000
|
|||||||||
Advances from related parties
|
274
|
516
|
790
|
|||||||||
Payments on advances to related parties
|
(784
|
)
|
-
|
(784
|
)
|
|||||||
Net Cash Provided by Financing Activities
|
49,490
|
516
|
50,006
|
|||||||||
Net Increase in Cash
|
41,078
|
-
|
41,078
|
|||||||||
Cash, Beginning of Period
|
-
|
-
|
–
|
|||||||||
Cash, End of Period
|
41,078
|
-
|
41,078
|
|||||||||
Supplemental Disclosures
|
||||||||||||
Interest paid
|
$
|
-
|
$
|
-
|
$
|
–
|
||||||
Income taxes paid
|
$
|
-
|
$
|
-
|
$
|
–
|
a)
|
Basis of Presentation
|
b)
|
Use of Estimates
|
c)
|
Cash and Cash Equivalents
|
d)
|
Loss per Share
|
e)
|
Income Taxes
|
f)
|
Recent Accounting Pronouncements
|
a)
|
On November 24, 2011, the Company issued 4,000,000 common shares at $0.01 per share for proceeds of $40,000.
|
b)
|
On February 1, 2012, the Company issued 1,000,000 common shares at $0.01 per share for proceeds of $10,000.
|
September 30,
2012
$
|
September 30,
2011
$
|
|||||||
Deferred tax assets
|
3,546
|
175
|
||||||
Less: valuation allowance
|
(3,546
|
)
|
(175
|
)
|
||||
Net deferred tax assets
|
–
|
-
|
●
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
●
|
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
●
|
submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
|
●
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.
|
Offered Shares Sold
|
Offering Proceeds
|
Principle Use of Proceeds
|
||||
5,000,000 Shares
(25%)
|
$
|
50,000
|
Legal, Accounting, transfer agent
Employees and Operating Expenses
Servers and Website Hosting
Website Development and Testing
Marketing
Administrative Expenses
|
$
$
$
$
$
$
|
5,000
0
500
10,000
4,500
1,000
|
|
10,000,000 Shares
(50%)
|
$
|
100,000
|
Legal, Accounting, transfer agent
Employees and Operating Expenses
Servers and Website Hosting
Website Development and Testing
Marketing
Administrative Expenses
|
$
$
$
$
$
$
|
5,000
2,000
3,000
26,000
32,000
3,000
|
|
15,000,000 Shares
(75%)
|
$
|
150,000
|
Legal, Accounting, transfer agent
Employees and Operating Expenses
Servers and Website Hosting
Website Development and Testing
Marketing
Administrative Expenses
|
$
$
$
$
$
$
|
5,000
12,000
4,000
40,000
56,000
4,000
|
|
20,000,000 Shares (maximum)
|
$
|
200,000
|
Legal, Accounting, transfer agent
Employees and Operating Expenses
Servers and Website Hosting
Website Development and Testing
Marketing
Administrative Expenses
|
$
$
$
$
$
$
|
5,000
22,000
5,000
55,000
79,000
5,000
|
Name
|
Position Held with Our Company
|
Age
|
Date First
Elected or Appointed
|
|||
Ken-Muen Le
|
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director
|
39
|
September 19, 2012
|
|||
Sean Maguire
|
Vice President and Director
|
36
|
November 23, 2010
|
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensa-
tion
($)
|
Nonqualified Deferred Compensation Earnings
($)
|
All
Other
Compensa-
tion
($)
|
Total
($)
|
|||||||||||||||||||||||||
Ken-Muen Le
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director
|
2012
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Sean Maguire
Vice-President and Director
|
2012
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Name and Address of
Beneficial Owner
|
Title of Class
|
Amount and Nature of
Beneficial Ownership
|
Percentage
of Class(1)
|
||||||||
Ken-Muen Le
6110 Coxswain Crescent
Toronto, ON
Canada L5V-2Z8
|
Common Stock
|
4,000,000
|
Direct
|
80
|
%
|
||||||
Sean Maguire
493 King St.
Bridgewater, NS
Canada B4V 1B3
|
Common Stock
|
1,000,000
|
Direct
|
20
|
%
|
||||||
Directors and Executive Officers
(2 – as a group)
|
Common Stock
|
5,000,000
|
100
|
%
|
(i)
|
Any director or executive officer of our company;
|
|
(ii)
|
Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
|
|
(iii)
|
Any of our promoters and control persons; and
|
|
(iv)
|
Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.
|
SEC Registration Fee
|
$
|
27
|
||
Accounting/Administrative Fees and Expenses
|
$
|
10,000
|
||
Blue Sky Fees/Expenses
|
1,000
|
|||
Legal Fees/Expenses
|
$
|
15,000
|
||
Transfer Agent Fees
|
$
|
2,000
|
||
Miscellaneous Expenses
|
973
|
|||
Total
|
$
|
29,000
|
Exhibit No.
|
Document Description
|
Exhibit
Number
|
Description of Exhibits
|
|
3.1
|
Articles of Incorporation*
|
|
3.2
|
Amendment to the Articles of Incorporation*
|
|
3.3
|
Bylaws*
|
|
5.1
|
Opinion of Anslow &Jaclin, LLP
|
|
23.1
|
Consent of MaloneBailey, LLP, Certified Public Accountants
|
|
23.2
|
Opinion of Anslow &Jaclin, LLP [incorporated by reference to Exhibit 5.1 herewith].
|
By:
|
/s/ Ken-Muen Le
|
|
Ken-Muen Le
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
|
By:
|
/s/ Ken-Muen Le
|
|
Ken-Muen Le
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
|
By:
|
/s/ Sean Maguire
|
|
Sean Maguire
Vice President and Director
|