Securitas EDGAR Filings, Inc. (Form: S-1, Received: 06/28/2010 15:14:50)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Commission File No. 021-127121


Securitas Edgar Filings, Inc. (Name of Small Business Issuer in Its Charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization)	7389 (Primary Standard Industrial Classification Code Number)	20-8235905 (IRS Employer Identification No.)

Empire State Building 350 Fifth Avenue, 59th Floor New York, NY 10118 (866) 956-8241 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Jeremy Pearman Chief Executive Officer 4115 Taylorsville Rd. Louisville, KY 40220 Tel. (866) 956-8241 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to: Robert L. B. Diener, Esq. Law Offices of Robert Diener 122 Ocean Park Blvd., Suite 307 Santa Monica, CA 90405 Tel. (310) 396-1691 Fax. (310) 362-8887

Approximate date of proposed sale to the public : As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this from 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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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, or a smaller reporting company. See 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




Title of each class of securities to be Registered	Amount to be registered	Proposed maximum offering price per unit ^{(1) (2)}	Proposed maximum aggregate offering price ^{(1) (2)}	Amount of registration fee
Common Stock, $.001 par value ₍₃₎	1,294,000	$.05	$64,700	$4.61

(1)

The selling stockholders may sell their shares of the registrant’s common stock at a fixed price of $0.05 per share until shares of the registrant’s common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, other than quotation in the pink sheets, and thereafter at prevailing market prices or privately negotiated prices. The registrant’s common stock is presently not traded on the market or securities exchange, and the registrant has not applied for listing or quotation on any public market.


(2)	Estimated solely for the purpose of calculating the amount of the registration fee paid pursuant to Rule 457(a) under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 28, 2010

Prospectus

[SEFS1FINALV6062810001.JPG]

1,294,000 SHARES OF COMMON STOCK

Securitas Edgar Filings, Inc. (references to “we”, “us”, “our”, “SEF” and “Securitas” are to Securitas Edgar Filings, Inc.) is offering a maximum of 1,000,000 shares of its common stock $.001 par value for sale at $.05 per share on a best-efforts basis (the “Offering”). There will be no underwriter or broker/dealer involved in the transaction and there will be no commissions paid to any individuals from the proceeds of this sale. Net proceeds from the sale of these shares will be equal to approximately $50,000 for all 1,000,000 shares. There is no minimum amount of shares we must sell and no money raised from the sale of our stock will go into escrow, trust or any other similar arrangement. Instead, the proceeds from all shares sold by SEF will be placed into the corporate account and such funds shall be non-refundable to subscribers except as may be required by applicable law. SEF will pay all expenses incurred in this Offering.

The Offering will continue until all 1,000,000 shares of common stock are sold, the expiration of 60 days from the date of this prospectus, which period may be extended for up to an additional 60 days in our discretion, or until we elect to terminate the Offering, whichever event occurs first. If all 1,000,000 shares are not sold within this period, the Offering for the balance of the shares will terminate and no further shares will be sold.

There is no public market for our common stock and no assurance that a trading market will develop or, if it develops, that it will continue. Although we intend to apply for trading of our common stock on the OTC Bulletin Board (“OTCBB”), public trading of our common stock may never materialize. If our common stock becomes traded on the OTCBB, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by us and the selling shareholders.

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Concurrent with the Offering, we are registering 294,000 additional shares of common stock offered for sale by 32 of our shareholders, under the heading “Selling Security Holders” appearing at page 17. The selling stockholders identified in this prospectus may offer and sell up to 294,000 shares of our common stock. The shares were acquired by the selling stockholders directly from our company in a private placement offering that was exempt from the registration requirements of the Securities Act of 1933.These selling shareholders will offer their stock at a price of $.05 per share for the duration of the offering, or at prevailing market prices if our stock is quoted or listed with a market, or at privately negotiated prices. We will not receive any cash or other proceeds in connection with the sale by the selling security holders. All proceeds from said shares will, instead, be retained by the selling shareholders. A selling security holder may be deemed to be an underwriter under the Securities Act of 1933.

The offering price may not reflect the market price of our shares after the Offering.

INVESTING IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 3 TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF ACCURACY OF THIS PROSPECTUS. ANY REPRESENATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT ON FORM S-1 FILED WITH THE SEC 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 JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

The date of this prospectus is June 28, 2010 .

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PROSPECTUS SUMMARY

THE OFFERING

RISK FACTORS

FORWARD LOOKING STATEMENTS

USE OF PROCEEDS

DETERMINATION OF OFFERING PRICE

DILUTION

SELLING STOCKHOLDERS

PLAN OF DISTRIBUTION

DESCRIPTION OF BUSINESS

DESCRIPTION OF PROPERTY

LEGAL PROCEEDINGS

RELATED STOCKHOLDER MATTERS

MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

EXECUTIVE COMPENSATION

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS

AND CERTAIN CONTROL PERSONS, AND CORPORATE GOVERNANCE

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

DESCRIPTION OF SECURITES

EXPERTS AND COUNSEL

INTEREST OF NAMED EXPERTS AND COUNSEL

DISCLOSURE OF COMMISSION’S POSITION OF INDEMNIFICATION

WHERE TO GET MORE INFORMATION

INDEX TO FINANCIAL STATEMENTS

PART II

SIGNATURES

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PART I

PROSPECTUS SUMMARY

You should rely only on the information contained in this prospectus. We have not, and the selling shareholders have not, authorized anyone to provide you with information different from the information that is contained in this prospectus. You should not rely on any information or representations not contained in this prospectus, if given or made, as having been authorized by us. This prospectus does not constitute an offer or solicitation in any jurisdiction in which the offer or solicitation would be unlawful. The selling security holders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

Except as otherwise indicated, market data and industry statistics used throughout this prospectus are based on independent industry publications and other publicly available information. Although we believe that these data and statistics are reasonable and sound, they have been prepared on the basis of underlying data to which we do not have access, and which we cannot independently verify.

Our Business

Securitas Edgar Filings, Inc. was formed as a Nevada corporation on November 17, 2006. We are in the sole business of providing data conversion and transmission services to companies and individuals that are required, pursuant to federal securities laws, to electronically file annual and quarterly reports, prospectuses, registration statements, and other informational disclosure documents with the United States Securities and Exchange Commission (“SEC”) via the SEC’s Electronic Data Gathering And Retrieval system, (“EDGAR”).

The Company is a SEC registered Edgar Filing Agent. Prior to the formation of Securitas, the business was operated within a Florida Limited Liability Company, where it was initially organized on October 31, 2005 as Xpedient Edgar Filings, LLC, and subsequently, on November 21, 2005, amended its Articles of Organization to change its name to Securitas Edgar Filings, LLC (“SEF LLC”).

For purposes of effecting a change of the Company’s classification from a limited liability company to a corporation and a change of the initial jurisdiction in which the Company was organized from Florida to Nevada, effective January 1, 2007 and pursuant to an Agreement and Plan of Merger, (“Merger Agreement”), SEF LLC and Securitas entered into a merger transaction, with Securitas the surviving entity. The transaction was intended to be treated as a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended.

Our principal executive offices are located at 350 Fifth Avenue, 59th Floor, New York, NY 10118. The telephone number at our principal executive offices is (866) 956-8241. Our website address is www.securitasfilings.com or also at www.sfilings.com . Information on our web site is not part of this memorandum.

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THE OFFERING

Common Stock Offered By The Company:		1,000,000
Common Stock Offered By Selling Shareholders:*		294,000
Offering Price and Alternative Plan of Distribution:		The offering price of the common stock is $0.05 per share. We intend to apply to the NASD OTCBB to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders.
Minimum Number of Shares To Be Sold in This Offering:		None.
Common Stock Outstanding Before This Offering:		12,193,205
Common Stock To Be Outstanding After This Offering:		13,193,205
Percentage Of Common Stock To Be Outstanding After This Offer Represented By Shares Offered By The Company :		8%
Duration of the Offering:		The duration of the Offering will be 60 days after the effective date of this prospectus, which period may be extended for up to an additional 60 days in our discretion, or until all 1,000,000 shares of common stock are sold, or until we elect to terminate the offering, whichever event occurs first.
Use of Proceeds:		We will not receive any proceeds from the sale of the common stock by the selling shareholders. For common stock sold by the Company, the net proceeds of the Offering, estimated at $43,500 (after deducting an estimated $6,500 in offering expenses) are expected to be used for working capital. See the section entitled “Use of Proceeds” beginning on page 14.

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* The selling shareholders consist of 32 individuals who purchased an aggregate of 294,000 shares of common stock for $14,700 in a private placement offering made in reliance upon an exemption from registration under Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933 (“Securities Act”), as amended, during the period from May 1, 2009 through December 31, 2009. We will receive no proceeds from the sale of the shares by the selling shareholders.

Financial Summary

The following tables summarize the relevant financial information for SEF. Because this is only a financial summary, it does not contain all of the financial information that may be important to you. Therefore, you should carefully read all of the information in this prospectus, including the financial statements and the explanatory notes, before making an investment decision.


Balance Sheet Data:	As of March 31, 2010

Working Capital	$ 1,955
Total Assets	$ 8,467
Total Liabilities	$ 17,758
Total Stockholders’ Deficit	$ (10,691)
Accumulated Deficit	$ (78,849)


Summary Operating Data:	Inception (October 31, 2005) to March 31, 2010

Total Revenue	$ 37,870
Total Operating Costs and Expenses	$ 116,719
Total Net Loss	$ (78,849)
Basic & Diluted Net Loss Per Share	$ (0.008)

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and our business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.

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I. Risks Related to Our Business

We need to raise additional capital to implement our business strategy and such capital raising may be difficult or costly to obtain and if we do not obtain additional capital on terms satisfactory to us, or at all, it may cause us to curtail and scale back or forgo some or all of our business operations, which could have a material adverse effect on our financial results.

We are seeking to raise $50,000 at $.05 per share in this offering on a best efforts basis to implement our plan and meet our capital needs for the next 12 months of operations. We will use the proceeds from this offering to pay for conversion software upgrades, website upgrades, search engine optimization, marketing strategies for our business, and administrative. See the section entitled “Use of Proceeds” for a description of the manner in which we plan to use proceeds from this offering. At this time, we have not secured or identified any additional financing. Outside of capital commitments made by our officer and majority stockholder, we do not have any firm commitments or other identified sources of additional capital from third parties. There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us. If we do not obtain additional capital on terms satisfactory to us, or at all, it may cause us to delay, curtail, scale back or forgo some or all of our business operations, which could have a material adverse effect on our business and financial results and investors would be at risk to lose all or a part of any investment in our Company.

Uncertainty exists as to whether our business will have adequate capital over the next 12 months to execute the planned expansions of business operations thereby making an investment in Securitas speculative.

We require additional financing to market our EDGAR conversion and submission services until sufficient revenue can be generated for us to be self-sustaining. Our management projects that in order to effectively market its services it will require approximately $15,000 over the next 12 months to cover costs involved in the marketing and advertising of our services. In the event that we are unable to generate sufficient revenues through our marketing and advertising efforts, and before all of the funds now held by us and obtained by us through this offering are expended, an investment made in Securitas may become worthless.

We are dependent upon our CEO for his services and any interruption in his ability to provide his service could cause us to cease operations.

In December 2009 we entered into an agreement with Lawrence Williams, Jr. to serve as an independent sales consultant to Securitas. Notwithstanding this independent contractor agreement, the loss of the services of our sole employee, Mr. Jeremy Pearman, our CEO, PAO, President, Secretary and Director, could have a material adverse effect on us. We do not maintain any key man life insurance on Mr. Pearman. The loss of Mr. Pearman’s services could cause investors to lose all or a part of their investment. Our future success will also depend on our ability to attract, retain and motivate skilled employees. We may not be able to retain our key employee or attract, assimilate or retain other highly qualified employees in the future. If we do not succeed in attracting new personnel or retaining and motivating our current personnel, our business will be adversely affected. In addition, the employment agreement with Mr. Pearman contains restrictive covenants that restrict his ability to compete against us or solicit our customers. These restrictive covenants, or some portion of these restrictive covenants, may be deemed to be against public policy and may not be fully enforceable. If these provisions are not enforceable, Mr. Pearman may be in a position to leave us and work for our competitors or start his own competing business. See "Business" and "Management" for detailed information on our key personnel.

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Our future success will depend on out ability to increase revenues.

We are in a highly fragmented market for the delivery of SEC EDGAR conversions and filings and face numerous risks and uncertainties in achieving increased revenues. We launched our website, located at www.securitasfilings.com and www.sflings.com, in October 2005. During this period, we have invested in EDGAR conversion software, a dedicated network, computer equipment, and brochures and other such marketing materials to enable us to carry out our business plan. These expenditures have resulted in operating losses. In order to be successful, we must increase our revenues from the sale of our services to corporations and individuals subject to the reporting and disclosure requirements imposed by the SEC. In order to increase our revenues, we must successfully:

implement our marketing plan to attract corporations and individuals to our EDGAR conversion and submission services;

increase traffic to our website by developing relationships with popular websites and providers of business and financial information;

convert online visitors to clients;

generate revenues through the sale of our services to current public companies, those seeking to become public and individuals who need our filing services;

attract, retain and motivate qualified personnel with EDGAR conversion experience to serve in various capacities, including sales and marketing positions;

upgrade our conversion software to enhance our EDGAR conversion and transmission services;

respond effectively to competitive pressures from other providers of EDGAR conversion services;

keep abreast of the changes by the SEC regarding its EDGAR system, especially with the advent of Interactive Data Electronic Applications (IDEA) to phase out EDGAR;

If we are not successful in the execution of these strategies, our business, results of operations and financial condition will be materially adversely affected.

We have losses which we expect to continue into the future and there is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably or we are unable to raise additional funds, we may enter into a business combination which may ultimately decrease shareholder value or cause is to cease operations.

Our net loss from inception (October 31, 2005) through March 31, 2010 is $78,849. We expect to incur operating losses in future periods due to expenses associated with this offering and current revenues and expenses. We cannot be sure that we will be successful in generating revenues in the future and in the event we are unable to generate sufficient revenues or raise additional funds we will analyze all avenues of business opportunities. Management may consider a merger, acquisition, joint venture, strategic alliance, a roll-up, or other business combination to increase business and potentially increase the liquidity of the Company. Such a business combination may ultimately fail, decreasing the liquidity of the Company and shareholder value or cause us to cease operations, and investors would be at risk to lose all or part of their investment in us.

We face intense competition from other providers of Edgar conversion services.

We compete with many providers of EDGAR conversion services. Because our market poses no substantial barriers to entry, we expect this competition to continue to intensify. The types of companies with which we compete include:

large financial printers, such as Bowne and RR Donnelly, which offer EDGAR conversion as part of their suite of services;

companies such as Advanced Computer Innovations, Inc. that offer EDGAR conversion services and sell conversion software;

law firms that provide EDGAR conversion services to the their SEC reporting clients;

web-based providers of EDGAR conversion services; and

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start-up companies entering the market.

Our future success will depend on our ability to increase and enhance our market position by: (1) upgrading our conversion software to add value to our conversion services (2) keeping our pricing models on par with those of our competitors and (3) increasing our online visibility.

Many of our existing competitors, as well as a number of potential competitors, have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do. This may enable them to respond more quickly to new or emerging technologies and changes in the types of services sought by users of EDGAR-based conversion services, or to devote greater resources to the development, promotion and sale of their services than we can. These competitors and potential competitors may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential employees and companies and individuals subject to the SEC’s reporting obligations. Our competitors may also develop services that are equal or superior to the services offered by us or that achieve greater market acceptance than our services. In addition, current and prospective competitors may establish cooperative relationships among themselves or with third parties to improve their ability to address the needs of our existing and prospective customers. If these events occur, they could have a materially adverse effect on our revenue. Increased competition could also result in price reductions, reduced margins or loss of market share, any of which would adversely affect our business, results of operations and financial condition. See "Description of Business” and "Competition."

We also believe our ability to compete depends on a number of factors outside of our control, including:

the prices at which others offer competitive services, including aggressive price competition and discounting;

the ability and willingness of our competitors to finance customers' filing requirements;

the ability of our competitors to undertake more extensive marketing campaigns than we can;

the extent, if any, to which our competitors develop proprietary tools that improve their ability to compete with us;

the ability of our customers to perform the services themselves; and

the extent of our competitors' responsiveness to customer needs.

In order to be competitive, we must have the ability to respond promptly and efficiently to the ever-changing marketplace. We must establish our name as a reliable and constant source for professional conversion and transmission services. Any significant increase in competitors or competitors with better, more efficient services could make it more difficult for us to gain market share or establish and generate revenues. We may not be able to compete effectively on these or other factors.

We may not be successful in increasing our brand awareness which would adversely affect our business, results of operation and financial condition.

Our future success will depend, in part, on our ability to increase the brand awareness of our website and the services we offer. If our marketing efforts are unsuccessful or if we cannot increase our brand awareness, our business, financial condition and results of operations would be materially adversely affected. In order to build our brand awareness, we must succeed in our marketing efforts, provide high quality services and increase traffic to our website. We intend to spend a significant portion of the proceeds of this offering to expand our marketing efforts as part of our brand-building efforts. These efforts may not be successful which could have an adverse effect on our business, results of operations and financial condition.

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Our lack of business diversification could cause you to lose all or some of your investment if we are unable to generate revenues from our primary services.

Our business consists of providing conversion and filing services to companies that are required to file electronic reports with the SEC through EDGAR, and in time, through IDEA. We do not have any other lines of business or other sources of revenue if we are unable to compete effectively in the marketplace. This lack of business diversification could cause you to lose all or some of your investment if we are unable to generate revenues since we do not expect to have any other lines of business or alternative revenue sources.

We may not be successful in providing new and enhanced services which could have a material adverse effect on the Company’s business, results of operation and financial condition.

Our market is characterized by rapidly changing technologies, evolving industry standards, frequent new product and service introductions and changing customer demands. To be successful, we must adapt to our rapidly changing market by continually enhancing our existing services and adding new services to address our customers' changing demands. We could incur substantial costs if we need to modify our services or infrastructure to adapt to these changes. Our business could be adversely affected if we were to incur significant costs without generating related revenues or if we cannot adapt rapidly to these changes.

Our business could also be adversely affected if we experience difficulties in introducing new or enhanced services or if these services are not favorably received by users. We may experience technical or other difficulties that could delay or prevent us from introducing new or enhanced services. Furthermore, after these services are introduced, we may discover errors in these services which may require us to significantly modify our software or hardware infrastructure to correct these errors.

Our business would be adversely affected if we are not able to create and develop an effective direct sales force, which could have a material adverse effect on the Company’s business, results of operation and financial condition.

Because a significant component of our growth strategy relates to increasing our revenues through the provision of EDGAR conversion and submission services to companies and individuals subject to the SEC disclosure and reporting requirements, our business would be adversely affected if we were unable to develop, maintain and manage an effective sales force to market our services to this customer group. In December 2009 we entered into an agreement with Lawrence Williams, Jr. to serve as an independent sales consultant to Securitas. Notwithstanding, we currently do not employ any sales staff to sell our services, which could have a material adverse effect on our business, results of operations and financial condition.

We may not be able to successfully manage growth.

We could experience growth over a short period of time, which could put a significant strain on our managerial, operational and financial resources. We must implement and constantly improve our certification processes and hire, train and manage qualified personnel to manage such growth. We have limited resources and may be unable to manage our growth. Our business strategy is based on the assumption that our customer base, geographic coverage and service offerings will increase. If this occurs it will place a significant strain on our managerial, operational, and financial resources. If we are unable to manage our growth effectively, our business will be adversely affected. As part of this growth, we may have to implement new operational and financial systems and procedures and controls to expand, train and manage our employees, especially in the areas of EDGAR conversion and transmission. If we fail to develop and maintain our services and processes as we experience our anticipated growth, demand for our services and our revenues could decrease.

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We have a limited number of clients and we are therefore subject to risks associated by having a substantial concentration of business with certain individual clients.

Until the Company develops a significant dedicated client base and is not dependent on a small number of clients for the substantial part of its business, the Company is subject to the risk that the loss of any individual client or group of clients will materially affect the ability of the business to develop sufficient cash flow to fund its operating expenses. In that event, the Company may be forced to cease or substantially cut back its marketing and operations and investors may lose their entire investment or they may be substantially diluted by the need to access additional capital.

Our profitability could suffer if we are not able to maintain favorable pricing rates.

Our profit margin, and therefore our profitability, is dependent on the rates we are able to recover for our services. If we are not able to maintain favorable pricing for our services, our profit margin and our profitability could suffer. The rates we are able to recover for our services are affected by a number of factors, including:

our clients’ perceptions of our ability to add value through our services;

competition;

our competitors’ pricing policies;

general economic and political conditions

If our advertising and marketing efforts fail to attract customers to use our services, we will not be able to generate revenues which could have a material adverse effect on the Company’s business, results of operation and financial condition.

We primarily target and market our services directly to senior executives of Over the Counter Bulletin Board (“OTCBB”) companies. The Company’s primary marketing efforts will center on paid advertisements on the internet. The Company recently engaged a search engine optimization firm to increase traffic to its website through the use of organic optimization, professional copywriting and effective link building efforts to obtain top natural listings. We believe that moving our website URL to the top of the search results for our services by manual submission to the top major search engines, such as Yahoo, Google, MSN, Altavista, and AOL, will transform our website into a powerful source of business development in the Company’s niche market and is therefore a primary objective for the Company in the next three months of operations.

Although we believe that building awareness of our conversion and transmission service will be critical in increasing our client base, we cannot assure you that we will be successful in attracting customers. If we fail to attract customers to use our services, we will be unable to generate revenues, which could significantly affect our business, financial condition and results of operations.

If we fail to develop long-term relationships with customers our service would be jeopardized which could have a material adverse effect on the Company’s business, results of operation and financial condition.

We anticipate that a majority of our business will be derived from repeat clients. Our future success depends to a significant extent on our ability to develop long-term relationships with publicly traded companies that will provide repeat business. Our inability to build long-term client relations or the inability of new or existing clients to be successfully serviced could result in a loss of future business which would harm our business.

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Our executive officers and majority stockholders may significantly influence matters to be voted on and their interests may differ from, or be adverse to, the interests of our other stockholders.

The Company’s executive officers and a majority stockholder currently control approximately 97% of our outstanding common stock prior to this Offering. Assuming the sale of 1,000,000 shares of our common stock, the Company’s executive officer and majority stockholder will control approximately 90% of the Company’s outstanding common stock. Accordingly, the Company’s executive officer and majority stockholder possess significant influence over the Company on matters submitted to the stockholders for approval. This amount of control gives them substantial ability to determine the future of our Company, and as such, they may elect to close the business, change the business plan or make any number of other major business decisions without the approval of shareholders. The interest of our majority stockholders may differ from the interests of our other stockholders and could therefore result in corporate decisions that are adverse to other stockholders.

We have been subject to a going concern opinion from our independent auditors.

Our independent auditors have added an explanatory paragraph to their review issued in connection with the financial statements for the period ended March 31, 2010, relative to our ability to continue as a going concern. While we had positive working capital of $1,955 as of March 31, 2010, we had an accumulated deficit of $78,848 incurred through March 31, 2010 and recorded a loss of $4,893 for the period ended March 31, 2010. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.

We will incur increase costs as a result of becoming a public company.

We have plans to become a publicly traded company in the U.S. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC and the National Association of Securities Dealers (the “NASD”). We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, if we can obtain such insurance at all. We may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar liability coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

II. Risks Related to Our Industry

Government regulation may impact our operations due to changes in the way the SEC accepts electronic filings.

Our business is reliant on the manner in which documents are filed and transmitted with the SEC. Any change in how documents are accepted for filing could cause our business to temporarily cease operations, as we make changes to conform to any new filing requirements. This is especially relevant with the advent of IDEA, as the SEC begins to phase out the existing EDGAR database. If we fail to stay abreast of changes within our industry, we will be unable to generate revenues, which could significantly affect our business, financial condition and results of operations.

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Future enhancements to the analysis of information filed with the SEC via Edgar may erode demand for our services.

The SEC is considering requiring registrants to submit financial information using the eXtensible Business Reporting Language (XBRL) format as a method to enhance the analysis of information filed with the SEC via EDGAR. XBRL is an open electronic standard that provides a format for tagging financial information that allows users to extract, exchange, analyze and display financial information. Our future success will depend on our ability to upgrade our conversion software to allow for XBRL conversion and filings and if we are unable to do so, our business, results of operations and financial condition would be materially adversely affected.

Our business could be adversely affected by a downturn in the financial services industry which could have a material adverse effect on the Company’s business, results of operation and financial condition.

We are dependent upon the continued demand for the distribution of business and financial information over the Internet, making our business susceptible to a downturn in the financial services industry. For example, a decrease in the number of individuals investing their money in the equity markets could result in a decrease in the number of companies deciding to become or remain public. This downturn could have a material adverse effect on our business, results of operations and financial condition.

We face risk of system failure which would adversely affect our business, results of operation and financial condition.

Our ability to provide EDGAR content on a real-time basis depends on the efficient and uninterrupted operation of our computer and communications hardware and software systems. These systems and operations are vulnerable to damage or interruption from human error, natural disasters, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar events. Any system failure, including network, software or hardware failure, that causes an interruption in our service or a decrease in responsiveness of our website could result in an inability to transmit documents via EDGAR, reduced transmission turnaround, reduced revenue and harm to our reputation, brand and relations with advertisers. Our business, results of operations and financial condition could be materially adversely affected by any event, damage or failure that interrupts or delays our operations.

Any temporary cessation in operations could cause us to lose clients.

Any temporary cessation in operations could cause the loss of current and prospective clients. Our clients will not have the ability to delay filings and would seek services elsewhere causing us to lose revenue. Investors would be at high risk to lose all of their investment should we have a temporary cessation of operations.

We are dependent on the internet infrastructure.

Our future success will depend, in significant part, upon the maintenance of the various components of the Internet infrastructure, such as a reliable backbone network with the necessary speed, data capacity and security, and the timely development of enabling products, such as high-speed modems, which provide reliable and timely Internet access and services. To the extent that the Internet continues to experience increased numbers of users, frequency of use or increased user bandwidth requirements, we cannot be sure that the Internet infrastructure will continue to be able to support the demands placed on it or that the performance or reliability of the Internet will not be adversely affected. Furthermore, the Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure or otherwise, and such outages or delays could adversely affect our Web site and the Web sites of our co-branded partners, as well as the Internet service providers and online service providers our customers use to access our services. In addition, the Internet could lose its viability as a commercial medium due to delays in the development or adoption of new standards and protocols that can handle increased levels of activity.

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We cannot predict whether the infrastructure and complementary products and services necessary to maintain the Internet as a viable commercial medium will be developed or maintained.

III. Risks Relating to this Offering

There is no firm commitment to purchase the shares of common stock being offered in the Offering, and as a result initial investors assume additional risk.

This is a best efforts, no minimum offering of shares of our common stock being conducted solely by our management. There is no commitment by anyone to purchase any of the shares being offered. We cannot give any assurance that any or all of the shares will be sold. There is no minimum and we will retain any amount of proceeds received from the sale of the shares . Moreover, there is no assurance that our estimate of our liquidity needs is accurate or that other unforeseen events will not occur, resulting in the need to raise additional funds. As this Offering is a best efforts financing, there is no assurance that this financing will be completed or that any future financing will be affected. Initial investors assume additional risk on whether the Offering will be fully subscribed and how the Company will utilize the proceeds.

Our bylaws and the Nevada Revised Statute contain provisions that limit the liability and provide indemnification for our officers and directors.

Our bylaws provide that the officers and directors will only be liable to us for acts or omissions that constitute actual fraud, gross negligence or willful and wanton misconduct. Thus, we may be prevented from recovering damages for certain alleged errors or omissions by the officers and directors for liabilities incurred in connection with their good faith acts for us. Such an indemnification payment might deplete our assets. Stockholders who have questions respecting the fiduciary obligations of our officers and directors should consult with independent legal counsel. It is the position of the SEC that exculpation from and indemnification for liabilities arising under the Securities Act and the rules and regulations thereunder is against public policy and therefore unenforceable.

There is currently no market for our common stock, and we not expect that a market will develop in the foreseeable future making an investment in our common stock illiquid.

There is currently no market for our common stock. We do not expect that a market will develop at anytime in the foreseeable future. The lack of a market may impair the ability to sell shares at the time investors wish to sell them or at a price considered to be reasonable. In the event that a market develops, we expect that it would be extremely volatile.

Even if a market develops for our shares, our shares may be thinly traded with wide share price fluctuations, low share process and minimal liquidity.

If a market for our shares develops, the share price may be volatile with wide fluctuations in response to several factors, including:

Potential investors’ anticipated feeling regarding our results of operations;

Increased competition;

Our ability or inability to generate future revenues; and

Market perception of the future of development of EDGAR filing services.

In addition, if our shares are quoted on the OTCBB, our share price may be affected by factors that are unrelated or disproportionate to our operating performance. Our share price might be affected by general economic, political, and market conditions, such as recessions, interest rates, or international currency fluctuations. In addition, even if our stock is approved for quotation by a market maker through the OTCBB, stocks traded over this quotation system are usually thinly traded, highly volatile and not followed by analysts. These factors, which are not under our control, may have a material effect on our share price.

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We arbitrarily determine the offering price and there had been no independent valuation of the stock, which means that the stock may be worth less than the purchase price.

The offering price of the shares of common stock has been arbitrarily determined without independent valuation of the shares by our management based on estimates of the price that purchasers of speculative securities, such as our common stock, will be willing to pay considering our nature and capital structure, the experience of our officer and director and the market conditions for the sale of equity securities in similar companies. The offering price of the shares bears no relationship to our assets, earnings or book value, or any other objective standard of value and thus the shares may have a value significantly less than the offering price and the shares may never obtain a value equal to or greater than the offering price. See the section entitled “Placement of the Offering” elsewhere in this memorandum.

You will incur substantial and immediate dilution of the price you pay for your shares in this offering.

The offering price of our common stock is substantially higher than the net tangible book value per share of the outstanding common stock issued after this offering. Therefore, if you purchase shares of our common stock in this offering, you will incur substantial immediate dilution in the net tangible book value per share of common stock from the price you pay for such share.

As of March 31, 2010, the net tangible book value of our common stock was (5,798) or approximately $0.000 per share based upon 12,193,205 shares outstanding.

We do not anticipate dividends will be paid on our common stock and investors may lose the entire amount of their investment.

A dividend has never been declared or paid in cash on our common stock and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares. We cannot assure stockholders of a positive return on their investment when they sell their shares nor can we assure that stockholders will not lose the entire amount of their investment.

FORWARD LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this prospectus and registration statement on Form S-1 contain certain forward-looking statements, (as such term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act) are based on the beliefs of our management as well as assumptions made by and information currently available to our management. Statements that are not based on historical facts, which can be identified by the use of such words as “likely,” “will,” “suggests,” “target,” “may,” “would,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict,” and similar expressions and their variants, are forward-looking. Such statements reflect our judgment as of the date of this prospectus and they involve many risks and uncertainties, including those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These risks and uncertainties could cause actual results to differ materially from those predicted in any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements.

Our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Such factors include, but are not limited to the following:

our goals and strategies;

our expansion plans;

our future business development, financial conditions and results of operations;

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the expected growth of the market for our services;

our expectations regarding demand for our services;

our expectations regarding keeping and strengthening our relationships with key customers;

our ability to stay abreast of market trends and technological advances;

general economic and business conditions in the markets in which we sell our services;

relevant government policies and regulations relating to our industry; and

market acceptance of our services.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Business,” and other sections in this prospectus. You should read thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements. Other sections of this prospectus include additional factors which could adversely impact our business and financial performance.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement on Form S-1, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

USE OF PROCEEDS

We intend to use the net proceeds of this offering to fund working capital including, but not limited to, marketing and advertising, and investment in technology (specifically software upgrades as IDEA phases out EDGAR) to enhance our infrastructure. The table below depicts how we plan to utilize the proceeds in the event that 25%, 50%, 75% and 100% of the shares in this offering are sold; however, the amounts actually expended for working capital as well as other purposes may vary significantly and will depend on a number of factors, including the amount of our future revenues and the other factors described under “Risk Factors.” Accordingly, we will retain broad discretion in the allocation of proceeds of this offering.

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	If 250,000 Shares Sold			If 500,000 Shares Sold
	Amount	Per Cent		Amount	Per Cent
	$ 12,500	100%		$ 25,000	100%

Estimated offering expenses:

Accounting Fees and expenses	2,500	41.53%		2,500	13.50%
Legal Fees and expenses	2,500	41.53%		2,500	13.50%
Blue Sky Expense	1,000	16.61%		1,000	5.40%
Transfer Agent expenses	475	7.89%		475	2.56%
SEC registration fee	5	0.08%		5	0.03%

Total Net Proceeds	6,020	51.84%		18,520	25.92%

Estimated use of net proceeds:

Marketing and Advertising	5,520	91.69%		15,020	83.35%
General & administrative expenses	500	8.31%		500	2.77%
Conversion Software Upgrade	-	0.00%		2,500	13.87%
Website Enhancement	-	0.00%		-	0.00%

Total	6,020	100.00%		18,020	100.00%

	If 750,000 Shares Sold			If 1,000,000 Shares Sold
	Amount	Per Cent		Amount	Per Cent
	$ 37,500	100%		$ 50,000	100%

Estimated offering expenses:

Accounting Fees and expenses	2,500	8.06%		2,500	5.74%
Legal Fees and expenses	2,500	8.06%		2,500	5.74%
Blue Sky Expense	1,000	3.22%	1,000		2.30%
Transfer Agent expenses	475	1.53%		475	1.09%
SEC registration fee	5	0.02%		5	0.01%

Total Net Proceeds	31,020	17.28%		43,520	12.96%

Estimated use of net proceeds:

Marketing and Advertising	24,020	77.43%		35,020	80.47%
General & administrative expenses	1,000	3.22%		1,000	2.30%
Conversion Software Upgrade	3,500	11.28%		4,000	9.19%
Website Enhancement	2,500	8.06%		3,500	8.04%

Total	31,020	100.00%		43,520	100.00%

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(1)

There is no minimum purchase requirement or any commitment by any person to purchase any or all of the shares of common stock offered by the Company in this prospectus and, therefore, there can be no assurance that the offering will be totally subscribed for the sale of the 1,000,000 shares of common stock being offered.

We are of the opinion that, if we succeed in selling at least 40% of the shares of common stock being offered by the Company, the available funds, along with the proceeds generated through Edgar conversion services and capital commitments made by our officer and majority stockholder, will satisfy our cash requirements for at least the next twelve months of operations and that it will not be necessary, during that period, to raise additional funds to meet the expenditures required for operating our business. If at least 25% of the shares being offered are not sold, and if we fail to obtain and retain new clients, it may be necessary for us to obtain additional equity and/or debt financing, the availability of which cannot be assured.

DETERMINATION OF OFFERING PRICE

Since our common stock is presently not traded on any market or securities exchange, we have fixed the offering price of the shares offered by this prospectus at $0.05. The fixed offering price may not reflect the market price of the shares after the offering. The offering price does not bear any relationship whatsoever to our assets, earnings, book value or any other objective standard of value. The price selected for the common stock was based upon the below factors we considered in determining the offering price:

our lack of operating history;

the amount of risk associated with an investment in our stock and the proportional amount of stock to be retained by our existing stockholders; and

our relative cash requirements.

There is no relationship between the current offering price of $0.05 and the price of $.05 that we previously received from our private placement of stock. No investment banker, appraiser or other independent third party has been consulted concerning the determination or the fairness of the offering price for the shares.

DILUTION

If you purchase shares in this offering, your interest will be diluted to the extent of the excess of the public offering price per share of common stock over the as adjusted net tangible book value per share of common stock after this offering. Net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of shares of common stock outstanding.

At March 31, 2010, we had a pro forma net tangible book value of approximately $(5,798), or approximately $0.00 per share based on 12,193,205 shares issued and outstanding on a pro forma basis. After taking into account the estimated net proceeds from this offering of $50,000 and the issuance of the 1,000,000 shares being offered, our net tangible book value at March 31, 2010 would have been approximately $44,202.00, or $0.003 per share. This represents an immediate increase of $0.003 per share to existing shareholders and immediate dilution of $0.047 per share, or 94%, to the new investors who purchase units in this offering.

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The following table illustrates this per share dilution:


Estimated public offering price per share	$ 0.050	$ -
Pro forma net tangible book value per share at March 31, 2010	$ 0.000	$ -
Increase in net tangible book value per share attributable to new investors	$ 0.003	$ -
Net tangible book value per share after the offering	$ 0.003	$ -
Dilution per share to new investors	$ 0.047	$ -

The following table summarizes as of March 31, 2010 the differences between the existing shareholders and the new investors with respect to the number of shares purchased, the total consideration paid and the average price per share paid:


	Shares Purchased		Total Consideration		Average Price
	Number	Percent	Amount	Percent	Per Share
Founders, executive officers and directors	11,899,205	90.19%	$52,895	44.98%	$ 0.004
Older existing stockholders	294,000	2.23%	$14,700	12.50%	$ 0.05
New Investors	1,000,000	7.58%	$50,000	42.52%	$ 0.05(2)
Total	13,193,205	100%	$117,595	100%

(1)

Estimated public offering price.

SELLING STOCKHOLDERS

Of the 1,294,000 shares of common stock being offered by this prospectus, the selling shareholders are offering an aggregate of 294,000 shares of common stock. We issued the 294,000 shares of common stock to the selling shareholders in a private placement pursuant to an exemption from registration under Regulation D of the Securities Act of 1933 (as described in greater detail below under "Recent Sales of Unregistered Securities"). We believe that the selling shareholders have sole voting and investment power with respect to the shares owned. No selling shareholder is an affiliate of a broker-dealer.

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Name of Selling Shareholder	Shares Owned Prior to Offering	Percentage Owned Prior to Offering (1)	Shares Offered For Sale	Shares Owned After Offering	Percentage Owned After Offering (1)
Sue Pearman (2)	7,500	0.06%	7,500	0	0.0%
Casey Urschel	10,000	0.08%	10,000	0	0.0%
Jeremy Mattox	10,000	0.08%	10,000	0	0.0%
William Sorrell	10,000	0.08%	10,000	0	0.0%
Bill Tonini	15,000	0.12%	15,000	0	0.0%
Phillip Blythe	7,500	0.06%	7,500	0	0.0%
Tyler Ochs	7,500	0.06%	7,500	0	0.0%
Todd Harris	15,000	0.12%	15,000	0	0.0%
David Beach	7,500	0.06%	7,500	0	0.0%
Danny Ward (4)	7,500	0.06%	7,500	0	0.0%
Brooks Mayer	7,500	0.06%	7,500	0	0.0%
Bradley Suter (5)	7,500	0.06%	7,500	0	0.0%
Justin Pearman (3)	7,500	0.06%	7,500	0	0.0%
Clayton Suter (5)	10,000	0.08%	10,000	0	0.0%
Richard Michael Duffy, II	7,500	0.06%	7,500	0	0.0%
Anthony Schembari, Jr.	7,500	0.06%	7,500	0	0.0%
Mark Burns	20,000	0.16%	20,000	0	0.0%
Adam Eads	7,500	0.06%	7,500	0	0.0%
Robert Pope	10,000	0.08%	10,000	0	0.0%
Brijesh Patel	10,000	0.08%	10,000	0	0.0%
RES Holdings	10,000	0.08%	10,000	0	0.0%
Andre Blackburn	15,000	0.12%	15,000	0	0.0%
Lawrence Williams (6)	10,000	0.08%	10,000	0	0.0%
George Lee	10,000	0.08%	10,000	0	0.0%
Nichelle Kallenberg	6,000	0.05%	6,000	0	0.0%
Gardy Moreau	6,000	0.05%	6,000	0	0.0%
Greg Blanco	7,000	0.06%	7,000	0	0.0%
Nabin Mandal	5,000	0.04%	5,000	0	0.0%
Kofi Kankam	7,500	0.06%	7,500	0	0.0%
Toby Ward (4)	7,500	0.06%	7,500	0	0.0%
Molly Farrow	10,000	0.08%	10,000	0	0.0%
Paul Pantoja	7,500	0.06%	7,500	0	0.0%
Selling Shareholders as a Group	294,000	2.41%	294,000	0	0.0%

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(1)

Applicable percentage of ownership is based on 12,193,205 shares of common stock outstanding as of December 31, 2009.

(2)

Sue Pearman is the wife of Jeremy Pearman, our CEO, CFO, PAO, President, Secretary and Director of the Company.

(3)

Justin Pearman is the brother of Jeremy Pearman, our CEO, CFO, PAO, President, Secretary and Director of the Company.

(4)

Danny Ward and Toby Ward are father/son.

(5)

Bradley Suter and Clayton Suter are brothers.

(6)

Lawrence Williams and the Company executed an independent contractor agreement on December 1, 2009. The shares Mr. Williams holds were purchased by him in the 2009 private placement offering.

Sales by the Selling Security Holders . We are not aware of any plans, proposals, arrangements or understandings with any potential sales agent with respect to participating in the distribution of the shares being offered for sale by the selling security holders. If such participation develops, the registration statement will be amended to identify such persons.

We are registering all of the shares of common stock owned by the selling shareholders and the selling shareholders are offering all of these shares for resale in the offering. Accordingly, assuming the selling shareholders sell all of the shares being registered, no selling shareholder will continue to own any shares of our common stock.

The selling shareholders, or pledgees, assignees, donees, transferees or other successors in interest, may offer and sell any or all of the shares of common stock from time to time at $0.05 per share until, and if, a market develops for our shares of common stock through the OTCBB, at which time, if ever, the selling shareholders may offer and sell the shares from time to time in each case at prices then prevailing in the public market at the time of sale, at prices related to these prevailing market prices or at negotiated prices, in open market transactions, in private or negotiated transactions or in a combination of these methods of sale. We will not receive any of the proceeds from the sale of shares of common stock by the selling shareholders. The selling shareholders will act independently of us in making determinations with respect to the timing, manner and size of each offer or sale. These sales may be made on the trading market, if any, or any other stock exchange, market or trading facility on which the shares are traded or otherwise at prices and on terms then prevailing or at prices related to the then current market prices, or in negotiated transactions.

The selling shareholders that participate in the distribution of common stock may be deemed to be “underwriters” within the meaning of the Securities Act. In that event, any discounts, commissions or concessions received by any selling shareholder, and any profits realized on the resale of the shares, may be deemed to be underwriting discounts and commissions under the Securities Act. Because selling shareholders may be deemed to be underwriters within the meaning of the Securities Act, they will be subject to the prospectus delivery requirement of the Securities Act. We will make copies of this prospectus available to the selling shareholders and inform them of the need to deliver a copy of this prospectus to each purchaser at or before the time of the sale. There is no underwriter or coordinating broker acting in connection with the proposed sale of the shares by the selling shareholders. In certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and complied with.

The selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the selling shareholders or any other person. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of the distribution.

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PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell all or a portion of the shares of our common stock on any market upon which our common stock may be quoted or listed, in privately negotiated transactions or otherwise. Our common stock is not now, nor has ever been, traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. Because there is currently no public market for our common stock, the selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at a fixed price of $0.05 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, other than quotation in the pink sheets, and thereafter at prevailing market prices or privately negotiated prices. We cannot provide any assurance that our common stock will ever be quoted on the OTC Bulletin Board or traded on any securities exchange. The shares of our common stock being offered for resale pursuant to this prospectus may be sold by the selling stockholders by one or more of the following methods, without limitation:

block trades in which the broker or dealer so engaged will attempt to sell the shares of our common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this prospectus;

an exchange distribution in accordance with the rules of the exchange or quotation system;

ordinary brokerage transactions and transactions in which the broker solicits purchasers;

privately negotiated transactions;

market sales (both long and short to the extent permitted under the federal securities laws);

at the market to or through market makers or into an existing market for the shares;

through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and

a combination of any aforementioned methods of sale.

In the event of the transfer by any of the selling stockholders of his or her shares of our common stock to any pledgee, donee or other transferee, we intend to amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling stockholder who has transferred his or her shares.

In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling stockholder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from a purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling stockholder to sell a specified number of the shares of our common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of our common stock at the price required to fulfill the broker-dealer commitment to the selling stockholder if such broker-dealer is unable to sell the shares on behalf of the selling stockholder. Broker-dealers who acquire shares of our common stock as principal may thereafter resell the shares of our common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resale, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.

The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of our common stock may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

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From time to time, any of the selling stockholders may pledge shares of our common stock pursuant to the margin provisions of customer agreements with brokers. Upon a default by a selling stockholder, his or her broker may offer and sell the pledged shares of our common stock from time to time. Upon a sale of the shares of our common stock, we believe that the selling stockholders will comply with the prospectus delivery requirements under the Securities Act of 1933 by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act of 1933 which may be required in the event any of the selling stockholders defaults under any customer agreement with brokers.

To the extent required under the Securities Act of 1933, a post effective amendment to the registration statement of which this prospectus forms a part will be filed disclosing the name of any broker-dealers, the number of shares of our common stock involved, the price at which our common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction. In addition, a post effective amendment to the registration statement of which this prospectus forms a part will be filed to include any additional or changed material information with respect to the plan of distribution not previously disclosed herein.

We and the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as a selling stockholder is a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M under the Securities Exchange Act of 1934.

The anti-manipulation provisions of Regulation M will apply to purchases and sales of shares of our common stock by the selling stockholders, and there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, a selling stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our common stock while they are distributing shares being offered pursuant to this prospectus. Accordingly, the selling stockholder is not permitted to cover short sales by purchasing shares while the distribution is taking place. We will advise the selling stockholders that if a particular offer of our common stock is to be made on terms materially different from the information set forth in this “Plan of Distribution”, then a post effective amendment to the registration statement of which this prospectus forms a part must be filed with the Securities and Exchange Commission. All of the foregoing may affect the marketability of our common stock.

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Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. 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 in a form prepared by the Securities and Exchange Commission which 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 monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock. In addition, the Financial Industry Regulatory Authority, which we refer to as FINRA, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our common stock and have an adverse effect on the market for shares of our common stock.

All expenses for the prospectus and related registration statement including legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of our common stock will be borne by the selling stockholders, the purchasers participating in such transaction, or both.

Any shares of our common stock being offered pursuant to this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, may be sold under Rule 144 rather than pursuant to this prospectus.

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DESCRIPTION OF BUSINESS

Overview

EDGAR and Industry Background

The SEC has established a program for the electronic filing of documents under the federal securities laws, EDGAR. EDGAR performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the SEC. Its primary purpose is to increase the efficiency and fairness of the securities market for the benefit of investors, corporations, and the economy by accelerating the receipt, acceptance, dissemination, and analysis of time-sensitive corporate information filed with the agency. This program requires participants or their agents to file disclosure information with the SEC in an electronic format rather than by traditional paper filing. The electronic format, HTML or ASCII, and now XBRL, includes additional submission information and coding tags within the document for aid in the SEC’s analysis of the document and in the retrieval by the public. These electronically formatted documents are generally delivered by direct telecommunications, but may be delivered on magnetic computer tape or by diskette.

The SEC began the development of EDGAR with a pilot program in 1984. Through a phase-in schedule, the SEC assigned one of ten dates by which all public companies must start filing disclosure documents through the EDGAR system, which began April 26, 1993. All publicly-held companies were expected to be required to file disclosure documents through EDGAR by May 1996, according to the phase-in schedule. As of that date, all public domestic companies were required to make their filings on EDGAR, except for filings made in paper because of a hardship exemption. In May 1999, the EDGAR system began accepting filings in .html (hyper text markup language) format, which allowed filers to maintain the look and feel of the original document, instead of the typewriter style ASCII format. At the same time, the EDGAR system also allowed the use of “unofficial” PDF (portable document format) exhibits to filings.

In addition, OTCBB companies file registration statements and other required disclosure documentation with the SEC via EDGAR. Non-reporting companies, whose securities were already quoted on the OTCBB on January 4, 1999, were phased into compliance with the new NASD requirements in June 2000, and companies out of compliance were delisted until they became fully reporting.

Principal Products or Services and Their Markets

The principal business of Securitas is to service clients subject to the SEC’s federally mandated reporting disclosure obligations with their EDGAR filing obligations. We provide data conversion and transmission services to companies and individuals that are required, pursuant to federal securities laws, to electronically file annual, quarterly and event specific reports, prospectuses, registration statements, and other informational disclosure documents with the SEC via EDGAR. EDGAR performs automated collection, validation, indexing, acceptance, and forwarding of submissions and its primary purpose is to increase the efficiency and fairness of the securities market for the benefit of investors, corporations, and the economy by accelerating the receipt, acceptance, dissemination, and analysis of time-sensitive corporate information filed with the agency.

The SEC currently requires public companies to file disclosure information with the SEC in an electronic format rather than traditional paper filing. The electronic format, usually in HTML or ASCII, and now XBRL, includes additional submission information and coding tags within the document for aid in the SEC’s analysis of the document and in the retrieval by the public. EDGAR allows registrants to file, and the public to retrieve, disclosure information electronically. Securitas converts client documents into one of the acceptable electronic formats and transmits these converted documents with the SEC via secure telecommunication.

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IDEA – Launch of New Paradigm

The SEC recently unveiled the successor to EDGAR. The new system, Interactive Data Electronic Applications (“IDEA”), will give investors faster and easier access to key financial information about public companies and mutual funds.

IDEA will at first supplement, and then eventually replace the EDGAR system, which will become an archive of SEC filings made prior to the new era of financial reporting in interactive data format. The SEC has formally proposed requiring U.S. companies to provide financial information using interactive data beginning as early as 2009, and separately has proposed requiring mutual funds to submit their public filings using interactive data.

The decision to replace EDGAR marks the SEC’s transition from collecting government-prescribed forms and documents to making the information itself freely available to investors in a user-friendly format they can readily use. Instead of sifting through one form at a time in EDGAR, investors will be able to utilize interactive data to instantly search and collate information to generate reports and analysis from thousands of companies and forms through IDEA.

The ease with which interactive data will make financial information more readily available also is expected to generate many new Web-based services and products for investors. IDEA’s launch represents a fundamental change in the way the SEC collects and publishes company and fund information.

Interactive data means giving investors quicker access to the information they want in a form that's easily used; helping companies prepare the information more quickly and more accurately; and helping knowledge capital keep up with financial capital, as both flow more quickly around the world.

Today, financial information publishers offer a wealth of data about stocks, bonds and mutual funds. Unfortunately, investors who seek specific information directly from the source must often manually search lengthy corporate annual reports or lengthy mutual fund documents. Even if these documents are online, they offer limited search capability. Meanwhile, companies use thousands of spreadsheets and hours to manually convert information from their internal systems into government-prescribed formats; the need to search for and extract particular information in such documents can be time consuming.

Interactive data pinpoints the facts and figures trapped in lengthy disclosure documents, allowing investors to immediately cull out exactly the information they want, and instantly compare it to the results of other companies, performance in past years, industry averages. As more companies embrace interactive data, sophisticated analysis tools now used by financial professionals could become available to the average investor. Meanwhile, for the financial pros and financial publishers, analyzing companies could become cheaper and easier, as inputting and re-keying costs are lower and resources are freed to focus on creating better analytical tools. As with any conversion from manual to automated processes, replacing document-based reporting with data-based reporting also promises tremendous cost savings to any company that undertakes it.

Investors and others who currently use EDGAR will be able to continue doing so for the indefinite future. During the transition to IDEA, investors will be able to take advantage of new interactive, IDEA-like features that will be grafted onto EDGAR in the short run. This will make it possible for investors to tap IDEA’s advanced search capabilities, and to use the information from EDGAR within spreadsheets and analytical software – something that was never possible with EDGAR. The EDGAR database also will continue to be available as an archive of company filings for past years.

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DESCRIPTION OF PROPERTY

Securitas’ executive business address is: Empire State Building, 350 Fifth Avenue, 59th Floor, New York, NY 10118. At present, Securitas’ principal operating offices are located at: 4115 Taylorsville Rd. Louisville, KY 40220. This space is being utilized, rent-free, by Securitas, and is owned by Jeremy Pearman. This space also currently serves as the sales office and storage facility for Securitas. The Company believes that this space will be sufficient for its current operating needs for at least the next twelve months, or until such time as Company growth necessitates the need to find larger office space. Securitas does not anticipate purchasing any real estate, nor does the Company anticipate purchasing any real property for its offices.

From August 1, 2008 until May 31, 2010, the Company’s principal operating offices were located at: 35 Meadow Street, Suite 308, Brooklyn, NY 11206. The Company no longer utilizes this space.

LEGAL PROCEEDINGS

No proceedings are pending to which the Company or any of its property is subject, nor to the knowledge of the Company, are any such legal proceedings threatened against the Company.

RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is currently not listed on the OTC Bulletin Board or any securities exchange. There is no guarantee our common stock will ever meet the requirements for listing on the OTC Bulletin Board or a securities exchange.

Holders of Common Stock

As of June 28, 2010, we had approximately 34 stockholders of record of our common stock.

Dividend Policy

We have never declared or paid cash dividends. We intend to retain earnings, if any, to support the development of the business and therefore, do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

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MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION

The following discussion should be read in conjunction with our unaudited financial statements and the notes thereto.

Forward-Looking Statements

This quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words "believe," "anticipate," "expect," "estimate," “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that we desire to effect; Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks,"; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained in this report on Form S-1, including, without limitation, the information set forth under the heading “Management’s Discussion and Analysis or Plan of Operation" identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement.

Overview and Plan of Operation

A brief history and recent developments

Securitas EDGAR Filings, Inc. was incorporated under the laws of the State of Nevada on November 17, 2006 and our fiscal year ends on December 31. Prior to the formation of Securitas, the business was operated within a Florida Limited Liability Company, where it was initially organized on October 31, 2005 as Xpedient Edgar Filings, LLC, and subsequently, on November 21, 2005, amended its Articles of Organization to change its name to Securitas Edgar Filings, LLC (“SEF LLC”).

Since its incorporation the Company has generated revenues from operations of $37,870 and has incurred operating losses of $78,849. The Company has authorized capital stock of 50,000,000 shares of common stock, par value $.001. Our principal executive offices are located at 350 5th Ave, 59th Floor, New York, NY 10118, and our toll free number is (866) 956-8241. Our website address is www.securitasfilings.com or also at www.sfilings.com. Information on our web site is not part of this memorandum.

How we generate revenue

Securitas is a full-service EDGAR filing company that files EDGAR reports on behalf of public companies with the SEC. Securitas' EDGAR filing services offer completely integrated filing solutions to securely manage the receipt, conversion and transmission of our clients non-publicly disclosed documents and communications. The scope of our work is as follows:

Maintenance of document confidentiality upon receipt of documents and prior to public dissemination;

Application of EDGAR access codes (CIK, CCC, and Passwords) for clients;

Conversion of documents to acceptable EDGAR formats;

Electronic transmission of the converted documents with the SEC via EDGAR.

Conversion of a client's document to an approved EDGAR format (includes both text and tabular pages);

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Creation of header data using SEC-approved software;

Tagging of a client's document in accordance with SEC rules and regulations;

Organization of a submission by specific type;

Document validation to identify and eliminate errors prior to real time submission;

Tests filings with SEC issued software to ensure that the filing will be submitted error-free;

Email and fax distributions of PDF EDGAR proofs;

Real time live filings to the SEC upon client approval;

Client notification upon transmission of a filing; and

Amended proofs and changed pages.

We provide our clients with a secure, reliable, fast and cost-efficient service to file documents with the SEC. We currently utilize software to automate the conversion process. The use of this software eliminates a significant portion of labor that would otherwise be required without the software. Much of the work that we do involves editing and formatting the word and spreadsheet documents for conversion, so that the software can convert the formatted documents into an acceptable EDGAR format.

Management believes that public companies using our services will have the opportunity to receive all of the advantages of using a much larger filing agent, while keeping costs and fees to a minimum. We deal primarily with small issue publicly traded companies, and we often deal directly with the key executives of the companies we represent. Dealing with small companies and directly with key executives of these companies has enabled us to build solid relationships with these companies and their service providers (legal, accounting, consulting, etc.). These relationships should be beneficial in helping us to expand our client base in the future.

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RESULTS OF OPERATION

For the three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009

Our Edgar conversion and submission income during the three months ended March 31, 2010 resulted in net revenues of $1,642 as compared to the three months ended March 31, 2009 where we had $2,281 in revenues. This was a decrease of $639, or 28%. The decrease in Edgar conversion and submission income was due to the fact that we were not successful in converting our pipeline of SEC registrants into contracts for the period.

General and administrative expenses for the three months ended March 31, 2010 were $6,293. This was a decrease of $2,534, or 31%, as compared to general and administrative expenses of $8,827 for the three months ended March 31, 2009. During the three months ended March 31, 2010, we incurred bank service charges of $264.53, executive address fee of $169.77, depreciation expense of $569.50, dues and subscriptions of $300.00, internet expense of $322.29, professional services fees in the amount of $450.00, licensing and filing fees of $620, marketing expenses of $479.09, postage and delivery expense of $66.23, rent expense of 2,419.51, telephone expense of $366.67, office utilities of $194.62 and website expenses of $71.52.

Depreciation expense for the three months ended March 31, 2010 was $569.50 as compared to depreciation expense of $570.00 for the three months ended March 31, 2009.

We had net loss of $4,893 (or basic and diluted loss per share of $0.000) for the three months ended March 31, 2010, as compared to a net loss of $6,546 (or basic and diluted loss per share of $0.000) for the three months ended March 31, 2009. The decrease in net loss was primarily due to a decrease in general and administrative expenses, discussed above, that arose from a decrease in the operating activities associated with conducting our business.

CAPITAL RESOURCES AND LIQUIDITY

We had total current assets of $3,355 for the three months ended March 31, 2010. This consisted of cash of $2,087, accounts receivables of $949, and sundry assets of $319, a increase of $814, or 24%%, as compared to current assets of $3,355 for the for the three months ended March 31, 2009. Other assets as of March 31, 2010 included property and equipment of $3,512 net of $564 of accumulated depreciation and a security deposit of $1,600.

We had net working capital of $1,955 as of March 31, 2010.

We had total liabilities of $19,158 for the three months ended March 31, 2010, which consisted of current liabilities of $1,400 and long term liabilities related to shareholder loans of $17,758. This was an increase of $12,002, or 67%, as compared to total liabilities of $5,756 for the three months ended March 31, 2009.

We had an accumulated deficit of $78,849 for the three months ended March 31, 2010. This was an increase of $27,307, or 52%, as compared to an accumulated deficit of $51,542 for the three months ended March 31, 2009.

We had net cash used in operating activities of $8,204 for the for the three months ended March 31, 2010, which consisted of net loss of $4,893, depreciation of $564, decrease in accounts receivable of $185, an increase in accounts payable of $4,088 and an increase in sundry assets of $28. The net cash used in operating activities of $8,204 for the for the three months ended March 31, 2010 represented an increase of $5,217, or 64%, as compared to net cash used in operating activities of $2,987 for the for the three months ended March 31, 2009.

We had $7,740 in net cash provided by financing activities for the for the three months ended March 31, 2010, as compared to $0 for the three months ended March 31, 2009, which consisted solely of proceeds from shareholder loans.

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From May 1, 2009 through December 31, 2009, the Company sold 294,000 shares of its common stock, par value $.001, at a price of $0.05 per share to thirty-two (32) investors in consideration for $14,700 contributed capital to the Company.

We have no specific commitments for any future capital expenditures. However, we will continue to incur normal operating expenses and routine fees and expenses incident to our reporting duties as a public company. Our cash requirements for the next twelve months are relatively modest, principally advertising, operating, and accounting expenses.

Unless we receive additional capital, we will only be able to pay our future debts and meet operating expenses by conducting profitable operations and management and shareholder capital commitments, or otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other than successful and profitable operations.

On January 1, 2008, our board of directors determined that it was in the best interests of the Company to issue a Commercial Promissory Note (“Note”), whereby the Company would enter into credit agreements with the majority stockholders Mr. Pearman and Mr. Sarfoh (collectively referred to as “Creditors”) to obtain credit for working capital and other general business purposes (“Credit Agreements”). Pursuant to the terms of the Credit Agreements, the Creditors agreed to extend credit to the Company in the amount of up to $30,000, with Mr. Pearman and Mr. Sarfoh entering into separate Credit Agreements of $10,000 and $20,000, respectively.

On January 1, 2008, in consideration for the Credit Agreements, the Company executed and delivered in favor of Creditors a Commercial Promissory Note (“Note”) providing with respect to the Loans a maturity date of December 30, 2014 and interest is accruing on the principal balance outstanding from time to time at an annual rate of eight percent (8%) payable. All outstanding principal and unpaid interest under the Note and all other amounts due and payable under this Note shall become automatically due and payable, without demand or notice, on December 31, 2014. The Note can be prepaid without premium or penalty. The documents representing the terms of the Notes and Credit Agreements (collectively referred to as “Shareholder Loans”) have been filed as Exhibits 10.11 through 10.15 to this registration statement.

Pursuant to the Shareholder Loans, for period ended March 31, 2010, and the years ended December 31, 2009 and 2008, the Company borrowed $7,740, $5,226 and $4,792, respectively, of which it has accrued interest of $242, $660 and $0, respectively. Refer to Note 2.

Outside of these Shareholder Loans, we do not have any other identified sources of additional capital from third parties or from other shareholders. There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us. Any additional financing may involve dilution to our shareholders. In the alternative, additional funds may be provided from cash flow in excess of that needed to finance our day-to-day operations, although we may never generate this excess cash flow. If we do not raise additional capital or generate additional funds, implementation of our plans for expansion will be delayed. If necessary we may withdraw from certain growth strategies to conserve cash for continued operation

We have no intention of borrowing money to reimburse or pay commissions to our officer or director, or shareholders or their affiliates. Other than as presented in this registration statement, there are currently no plans to sell additional securities to raise capital, although sales of securities may be necessary to obtain needed funds.

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Should the Company lack available funding, severe consequences could occur, including among others:

curtailing or eliminating our ability to continue operations;

failure to make timely filings with the SEC as required by the Exchange Act, which would also probably result in suspension of trading or quotation in our stock and could result in fines and penalties to us under the Exchange Act;

or inability to pay legal and accounting fees and other operating expenses.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

PLAN OF OPERATIONS

Distribution Methods of Securitas Services

Our Company has one primary revenue stream; generating revenue from converting and transmitting documents for companies that need to file electronically through the EDGAR system. Our fee structure for these services is by-the-page, and focuses primarily on registration statements, quarterly and annual filings, and Section 16 filings for company officers and directors including, but not limited to: Forms 3, 4, 5, 8-A, 10, 10-SB, 10-Q, 10-K, 8-K, 20-F, S-1, S-3, S-4, S-8, and 144.

For each small client (existing publicly traded companies) that Securitas is able to sign, we can generate approximately $1,000 to $2,500 in annual revenues, due to the filing of each client’s quarterly and annual SEC regulatory filings. This range is based on the Company’s current basic fee structure for each regular page we convert to EDGAR form and transmit to the SEC’s EDGAR database. We also charge additional fees for live, not test, filings, document editing work, including HTML source code, rush or expedited services, and other reports and amended filings. In addition, for new company clients (companies that are in the process of going public), we can generate anywhere from $1,000 to $5,000 in initial revenues, assisting these companies with their filing requirements through the going public stage.

It must be noted, however, that many companies may wish to electronically file documents in-house, or may turn to other sources to file their EDGAR documents, which in turn, may detrimentally impact our anticipated revenue sources. As such, the Company’s industry segment is characterized by reoccurring revenues. Though we have not fully implemented our new direct marketing plan, we strive to maintain a good working relationship with our existing client base, and build prospect leads from these relationships.

The SEC filing process is very time sensitive, and the repercussions from late SEC filings can be significant. Our reputation publicity is dependent on our meeting client expectations and delivering timely and accurate services. It is critical that our quality of service meets client expectations in order for us to retain existing clients and to obtain new clients.

The Company’s Growth Strategy

In addition to implementing a targeted direct marketing plan towards small issue OTCBB companies through direct mailings, and e-mail and telephone solicitations, and growing our referral client base with existing service providers, we plan to search for ways to expand our Company’s internet presence via online search engine optimization to increase traffic to the Company website. Search engine optimization will provide us with a targeted advertising solution to reach and promote our EDGAR filing services with qualified customers.

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In addition, we believe that there is an opportunity for a publicly traded SEC Registered Filing Agent company to acquire several smaller and more established EDGAR filing agents in consolidation, due to the highly fragmented nature of the EDGAR filing business. In addition to a roll-up strategy, we would also consider a merger, acquisition, joint venture, strategic alliance, a roll-up, or other business combination to increase business and potentially increase the liquidity of the Company.

Our strategy is to achieve high levels of customer satisfaction and repeat business and to establish recognition and acceptance of our business. To accomplish this, during the next twelve months we plan to take the following steps in connection with the implementation of our plan of operations:

Direct Target Marketing

Over the next twelve months of operations we will directly contact approximately 1,120 SEC registered companies, or an average of approximately 280 in each of the next four quarters.

For this period, Securitas will focus its efforts on companies from the Over OTCBB. Generally, the OTCBB is comprised of small to medium-sized publicly-traded companies These public companies, often emerging companies with small and centralized management, are ideal prospects in terms of attaining profitability and an initially strong client base. Accordingly, Securitas management will focus 100% of its efforts in the next twelve months on companies listed on this exchange.

Sales Brochure

We have developed and will send directly to 1,120 prospective clients several sales materials, including brochures, postcards and other tailored marketing platforms that.

Search Engine Optimization

We believe that strengthening brand recognition of our website will help us to attract additional traffic, subscribers, content distribution partners and advertisers.

To this end, the Company has recently engaged a professional search engine company to increase traffic to its website through the use of organic optimization, professional copywriting and effective link building efforts to obtain top natural listings. We believe that moving our website URL to the top of the search results for ‘certification’ by manual submission to the top major search engines, such as Yahoo, Google, MSN, Altavista, and AOL, will transform our website into a powerful source of business development in the Company’s niche market and is therefore a primary objective for the Company in the next twelve months of operations. We believe that when done correctly, search engine positioning can increase web traffic and ultimately revenues. We intend to continue to pursue content distribution relationships with high-traffic websites to expose our brand name and drive additional traffic to our website. The agreement for the Company’s search engine optimization strategy has been filed as Exhibit 10.7 to this registration statement.

Our Competition

In order to compete effectively in the highly fragmented, high-volume EDGAR filing industry, a company must understand and be able to immediately respond to customer needs. Many of our competitors have greater financial resources, enabling them to finance acquisition and development opportunities or develop and support their own operations. In addition, many of these companies can offer bundled, value-added, or additional services we don’t provide. Many of our competitors may also have greater name recognition. Our competitors may have the luxury of sacrificing profitability in order to capture a greater portion of the market. They may also be in a position to pay higher prices than we would for the same acquisition opportunities. Consequently, we may encounter significant competition in our efforts to achieve our internal and external growth objectives. Many of our competitors have established methods of operation that have proven over time to be successful.

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Dependence on Limited Customers

We currently rely on a limited number of customers for our business. We expect to increase our customer base once our revised business and marketing plans are implemented. While our target markets are limited, we may rely on just a few small companies for the majority of our business. At the present time we have a limited number of small company clients in our client base. We plan to expand our business in the coming year, and our marketing plan calls for us to sign one (1) new client per month.

Need for Government Approval of Principal Products or Services

None of the services we offer require specific government approval. We must obtain special codes from the Securities and Exchange Commission to act as an independent filer agent. There are no special requirements that are necessary to obtain these codes.

Employees

On January 1, 2007, the Company entered into an employment agreement with Jeremy Pearman to serve as its Chief Executive Officer, Principal Accounting Officer, President and Secretary. The agreement shall continue for a term of twenty-four months and shall be renewed annually thereafter unless terminated by the Company or Mr. Pearman. Mr. Pearman currently provides all of the labor necessary to support our EDGAR filing operation. Under the terms of the agreement, Mr. Pearman does not currently receive a salary, and has decided to forego salary until the Company generates enough revenue and profits to support a salary. In addition, the employment agreement contains a non-disclosure and a non-compete clause for a period of 12 months from the date of his departure or termination from the Company.

At a future date, dependent upon favorable market demand and stable revenues, the Company may negotiate with Mr. Pearman for compensation for his services. At present, Mr. Pearman devotes at least 20 hours per week to our business, though these hours increase around filing deadlines.

Beginning December 1, 2009, in an effort to expand our existing client base, the Company engaged a Director of Business Development, who is in charge of all sales and marketing operations for the Company, Mr. Williams will handle all sales and marketing operations for the near future, though we may explore the possibility of hiring a part-time marketing and sales director as we expand our operations.

Significant Purchases of Plant and Equipment

We do not anticipate any significant purchases of plant and equipment in the near future. Our main tools for work production are computers, Internet access, and special EDGAR conversion software. At this time, we have the computers, Internet capabilities, and software necessary to provide high quality services to our clients. With the advent of IDEA by the SEC in the near future, and the new emphasis on interactive date (XBLR), we plan to upgrade our software over the next twelve months of operations. Some of the proceeds from this offering will be used to make such upgrades.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the name, positions and age of our present sole executive officer and director:


Name	Age	Position
Jeremy Pearman	37	CEO, CFO, PAO, President, Secretary, Director

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Our director was elected by the majority written consent of our shareholders in lieu of a meeting. Our directors are typically elected at each annual meeting and serve for one year and until their successors are elected and qualify. Officers are elected by our board of directors and their terms of office are at the discretion of our board. The board of directors has no nominating, auditing, or compensation committees.

Background of Our Sole Officer and Director

Jeremy Pearman – President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary and sole director.

Mr. Pearman was elected on January 1, 2007 to serve as our CEO, CFO, President, Secretary and Director of Securitas. Contemporaneous with Securitas, beginning December, 2003 through Present, Mr. Pearman has served as President of J.B. Pearman Enterprises, LLC, a real estate investment and development company in Louisville, KY. Mr. Pearman earned his B.S. and M.B.A. degrees from Washington University in St. Louis, his JD degree from the Boston University School of Law, and his LLM degree in taxation from the Georgetown University Law Center.

Family Relationships

There are no family relationships between our directors and executive officers.

Involvement in Certain Legal Proceedings

Our director, executive officer, promoters, and controls persons have not been involved in any of the following events during the past five years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or

being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

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EXECUTIVE COMPENSATION

The table below sets forth all cash compensation paid or proposed to be paid by us to the chief executive officer and the most highly compensated executive officers, and key employees for services rendered in all capacities to us during fiscal years 2010, 2009 and 2008.


							Change in
							Pension Value
							and Non-
							Qualified
						Non-Equity	Deferred
				Stock	Options	Incentive Plan	Compensation	All Other
		Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Total
Name & Principal Position	Year	($)	($)	($)	($)	($)	($)	($)	($)
Jeremy Pearman	2010	-	-	-	-	-	-	-	-
CEO, President	2009	-	-	-	-	-	-	-	-
	2008	-	-	-	-	-	-	-	-

Employment Agreements or Arrangements

On January 1, 2007, the Company and Jeremy Pearman, our President, CEO, Chief Financial Officer, Principal Accounting Officer and sole Director entered into an employment agreement that currently extends until December 31, 2011. The employment agreement provides for an initial term of employment of twenty-four months, which is automatically extended for an additional one year term unless either party notifies the other of its intention not to renew for an additional year at least 30 days prior to the expiration of the then current term. Under the terms of the agreement, Mr. Pearman does not currently receive a salary, and has decided to forego salary until the Company generates enough revenue and profits to support a salary. In addition, the employment agreement contains a non-disclosure and a non-compete clause for a period of 12 months from the date of his departure or termination from the Company. A copy of the employment agreement has been filed as an Exhibit 10.4 to this registration statement.

On December 1, 2009, we entered into a independent contractor agreement with Lawrence Williams, Jr. for services relating to marketing and sales for us and the introduction of firms to provide investor relations services. Mr. Williams will receive consulting fees of thirty percent (30%) of the gross revenues he derives on behalf of the Company. The term of the agreement provides for an initial term of one year, which is automatically extended for an additional one year term unless either party notifies the other of its intention not to renew for an additional year at least 30 days prior to the expiration of the then current term. A copy of the independent contractor agreement has been filed as an Exhibit 10.5 to this registration statement.

Equity Awards

We have not awarded any shares of stock, options or other equity securities to our directors or executive officers since our inception. We have not adopted any equity incentive plan. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future.

TABLE_OF_CONTENTS

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination, or Change in Control Arrangements

We have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or executive officers at, following, or in connection with the resignation, retirement or other termination of our directors or executive officers, or a change in control of our company or a change in our directors’ or executive officers’ responsibilities following a change in control.

Director Compensation

No director received or accrued any compensation for his or her services as a director since our inception.

We have no formal plan for compensating our directors for their services in their capacity as directors. Our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS

AND CERTAIN CONTROL PERSONS, AND CORPORATE GOVERNANCE

On January 1, 2008, in consideration for the Credit Agreements, the Company executed and delivered in favor of Creditors a Commercial Promissory Note (“Note”) providing with respect to the Loans a maturity date of June 30, 2013 and interest accruing on the principal balance outstanding from time to time at an annual rate of eight percent (8%) payable. All outstanding principal and unpaid interest under the Note and all other amounts due and payable under this Note shall become automatically due and payable, without demand or notice, on December 31, 2014. The Note shall be prepayable without premium or penalty. The documents representing the terms of the Notes and Credit Agreements (collectively referred to as “Shareholder Loans”) have been filed as Exhibits 10.11 through 10.15 to this registration statement.

Pursuant to the Merger Agreement entered into between SEFLLC and Securitas, the 8,181,503 outstanding Membership Interests held by Mr. Sarfoh, our founder, immediately prior to the merger were, by virtue of the merger, converted into an equivalent percentage of common stock of Securitas for a total of 8,181,503 shares. The 8,181,503 Membership Interests had been initially issued to Mr. Sarfoh in consideration for $32,706 Mr. Sarfoh had contributed to SEF LLC. Accordingly, on January 1, 2007, the Company issued 8,181,503 restricted shares of the Company’s common stock, par value $.001, to Mr. Sarfoh.

On July 1, 2007, the Company issued an additional 172,247 restricted shares of the Company’s common stock, par value $.001, to Mr. Sarfoh in consideration for $689 Mr. Sarfoh contributed to the Company.

TABLE_OF_CONTENTS

On that same day, July 1, 2007, the Company issued 3,545,455 restricted shares of the Company’s common stock, par value $.001, to Mr. Pearman in consideration for $19,500 Mr. Pearman contributed to the Company.

As of June 28, 2010, our officer and founder own more than 10% each of the Company, and together this group controls 98% of the common stock of the Company. Refer to Note 3.

Corporate Governance

Under NASDAQ rule 5605(a)(2), a director is not independent if he or she is also an executive officer or employee of a corporation. Under that definition, Jeremy Pearman is not an independent director because he is our sole employee and the president, chief executive officer, principal accounting officer, treasurer and secretary.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table sets forth, as of December 31, 2009, the number and percentage of outstanding shares of common stock beneficially owned by (a) each person known by us to beneficially own more than five percent of such stock, (b) each director of the Company, (c) each named officer of the Company, and (d) all our directors and executive officers as a group. We have no other class of capital stock outstanding.


	Number of Shares	Percentages
Name and Address ⁽¹⁾⁽²⁾	Owned Beneficially	Before Offering ⁽³⁾	After Offering ⁽ ⁴⁾
Jeremy B. Pearman	3,545,455	29.0%	27.0%
Kwajo M. Sarfoh	8,353,750	69.0%	63.0%
All officers and directors as a group	3,545,455	29.0%	27.0%

⁽¹⁾

The persons named in the above table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

⁽²⁾

Business Address is Empire State Building, 350 5th Ave, 59th Floor, New York, NY 10118.

⁽³⁾

Percentages are based on shares outstanding of 12,193,205 and include the 294,000 shares acquired by the selling stockholders directly from our Company in a private placement offering that was exempt from the registration requirements of the Securities Act of 1933.

⁽⁴⁾

Percentages are based on shares outstanding of 13,193,205 assuming the maximum of 1,000,000 shares offered in this offering are subscribed for.

DESCRIPTION OF SECURITES

We have authorized capital stock consisting of 50,000,000 shares of common stock, $.001 par value per share. For additional information regarding our stock, please refer to out Articles of Incorporation, as amended, and Bylaws.

TABLE_OF_CONTENTS

Common Stock

We are authorized to issue 50,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2009, we had 12,193,205 shares of common stock issued and outstanding, which are held of record by approximately 34 holders. . All of these shares are validly authorized and issued, fully paid, and nonassessable.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a shareholder vote. Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of our liquidation, dissolution or winding up, each outstanding share entitles its holder to participate in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

Holders of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions for the common stock.

We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

EXPERTS AND COUNSEL

The financial statements appearing in this prospectus and registration statement on Form S-1 have been audited by Paritz & Company, P.A., independent certified public accountants, of Hackensack, New Jersey, to the extent and for the period set forth in their report appearing elsewhere in this prospectus and in the registration statement on Form S-1, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Robert L. B. Diener, Esq., of the Law Offices of Robert Diener, of Santa Monica, CA, has provided an opinion on the validity of the shares of our common stock being offered pursuant to this prospectus.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert named in the registration statement of which this prospectus forms a part as having prepared or certified any part thereof (or is named as having prepared or certified a report or valuation for use in connection with such registration statement) or counsel named in this prospectus as having given an opinion upon the validity of the securities being offered pursuant to this prospectus or upon other legal matters in connection with the registration or offering such securities was employed for such purpose on a contingency basis. Also at the time of such preparation, certification or opinion or at any time thereafter, through the date of effectiveness of such registration statement or that part of such registration statement to which such preparation, certification or opinion relates, no such person had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

TABLE_OF_CONTENTS

DISCLOSURE OF COMMISSION’S POSITION OF INDEMNIFICATION

The Nevada Private Corporation Act, under which we are organized, permits the inclusion in the articles of incorporation of a provision limiting or eliminating the potential monetary liability of directors to a corporation or its shareholders by reason of their conduct as directors. The provision would not permit any limitation on or the elimination of liability of a director for disloyalty to his corporation or its shareholders, failing to act in good faith, engaging in intentional misconduct or a knowing violation of the law, obtaining an improper personal benefit or paying a dividend or approving a stock repurchase that was illegal under the Nevada Private Corporation Act. Accordingly, the provisions limiting or eliminating the potential monetary liability of directors permitted by Nevada law apply only to the “duty of care” of directors, i.e., to unintentional errors in their deliberations or judgments and not to any form of “bad faith” conduct.

Our bylaws contain a provision which eliminates the personal monetary liability of directors to the extent allowed under Nevada law. Accordingly, a shareholder is able to prosecute an action against a director for monetary damages only if he can show a breach of the duty of loyalty, a failure to act in good faith, intentional misconduct, a knowing violation of law, an improper personal benefit or an illegal dividend or stock repurchase, as referred to in the amendment, and not “negligence” or “gross negligence” in satisfying his duty of care. Nevada law applies only to claims against a director arising out of his role as a director and not, if he is also an officer, his role as an officer or in any other capacity or to his responsibilities under any other law, such as the federal securities laws.

In addition, the bylaws provide that we will indemnify our directors, officers, employees and other agents to the fullest extent permitted by Nevada law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Securitas pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Company 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, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

No pending litigation or proceeding involving our sole director, officer, employee or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any such director, officer, employee or other agent.

WHERE TO GET MORE INFORMATION

It is our intent to become a reporting company under the Securities Exchange Act of 1934, as amended, upon the effectiveness of this prospectus. You may obtain annual, quarterly, and special reports and other information that we file with the Securities and Exchange Commission (“SEC”). You may read and copy any document that we file with the SEC at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Electronic filings filed on or after July 1, 1992 are available via the Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) at the public reference facility. The SEC also maintains a web site that contains reports, proxy and information statements and other materials that are filed through EDGAR which can be accessed at http://www.sec.gov.

TABLE_OF_CONTENTS

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act of 1933 with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits.

When we become a reporting company, our filings may also be accessed through the SEC’s website (http://www.sec.gov). We will provide a copy of any or all documents incorporated by reference herein (exclusive of exhibits unless such exhibits are specifically incorporated by reference therein), without charge, to each person to whom this prospectus is delivered, upon written or oral request to Securitas Edgar Filings, Inc., at Empire State Building, 350 Fifth Avenue, 59th Floor, New York, NY 10118; our toll free telephone number is (866) 956-8241 and our web address is www.securitasfilings.com or www.sflings.com.

We will furnish record-holders of our securities with annual reports containing financial statements, audited and reported upon by our independent auditors, quarterly reports containing unaudited interim financial information and such other periodic reports as we determine to be appropriate or as may be required by law.

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INDEX TO FINANCIAL STATEMENTS

SECURITAS EDGAR FILINGS, INC.

FINANCIAL STATEMENTS

TABLE OF CONTENTS


	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

AUDITED FINANCIAL STATEMENTS: INCEPTION (OCTOBER 15, 2005) TO DECEMBER 31, 2009

Balance Sheets	F-2
Statements of Operations	F-3
Statements of Stockholders' Equity	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6 - F-8

INTERIM FINANCIAL STATEMENTS: THREE MONTHS ENDED MARCH 31, 2010

Balance Sheets	F-9
Statements of Operations	F-10
Statements of Cash Flows	F-11
Notes to Financial Statements	F-12 - F-13

TABLE_OF_CONTENTS

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

Board of Directors

Securitas Edgar Filings, Inc.

(A Development Stage Company)

New York, New York

We have audited the accompanying balance sheets of Securitas Edgar Filings, Inc. (a development stage Company) as of December 31, 2009 and 2008 and the related statements of operations, stockholders’ equity and cash flows for the years then ended. 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 auditing 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. 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.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring net losses since its inception. This factor, among others, raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Securitas Edgar Filings, Inc., as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Hackensack, New Jersey

February 11, 2010

F-1

TABLE_OF_CONTENTS

SECURITAS EDGAR FILINGS, INC.

(A Development Stage Company)

BALANCE SHEETS


	DECEMBER 31,
	2009	2008

ASSETS

CURRENT ASSETS:
Cash	$ 4,774	$ 4,686
Accounts receivable	1,134	2,842
Sundry current assets	347	347
TOTAL CURRENT ASSETS	6,255	7,875

PROPERTY AND EQUIPMENT, NET OF ACCUMULATED
DEPRECIATION OF $16,368 AND $14,399, RESPECTIVELY	1,853	3,843

SECURITY DEPOSIT	1,600	1,600

TOTAL ASSETS	$ 9,708	$13,318

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
Accounts payable	$5,488	$ 64
TOTAL CURRENT LIABILITIES	5,488	64

STOCKHOLDER LOANS PAYABLE	10,018	4,792

STOCKHOLDERS’ EQUITY (DEFICIENCY):
Common stock, par value $.001
50,000,000 shares authorized
12,193,315 and 11,899,315 shares
issued and outstanding, respectively	12,193	11,899
Additional paid-in capital	55,965	41,559
Deficit accumulated during development stage	(73,956)	(44,996)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIENCY)	(5,798)	8,462

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)	$ 9,708	$ 13,318

See notes to financial statements

F-2

TABLE_OF_CONTENTS

SECURITAS EDGAR FILINGS, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS


	Year Ended December 31,
	2009	2008	Accumulated From Inception (October 31, 2005) to December 31, 2009

REVENUE	$ 5,101	$ 9,269	$ 36,228



COSTS AND EXPENSES:
Selling, general and administrative	33,401	26,289	109,524
Interest expense	660	-	660
TOTAL COSTS AND EXPENSES	34,061	26,289	110,184




NET LOSS	$(28,960)	$(17,020)	$(73,956)




NET LOSS PER COMMON SHARE	(.002)	(.004)	(.007)


WEIGHTED AVERAGE NUMBER OF COMMON SHARES	11,973,693	11,899,315	10,406,791

See notes to financial statements

F-3

TABLE_OF_CONTENTS

SECURITAS EDGAR FILINGS, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)


	COMMON STOCK
	Shares	Amount	Additional Paid-In Capital	Deficit Accumulated During Development Stage	Total

BALANCE – OCTOBER 31, 2005 (INCEPTION)	8,353,860	$ 8,354	$24,262	$ -	$ 32,616

Net loss	-	-	-	-	-

BALANCE – DECEMBER 31, 2005	8,353,860	8,354	24,262	-	32,616

Net loss	-	-	-	(16,167)	(16,167)

BALANCE – DECEMBER 31, 2006	8,353,860	8,354	24,262	(16,167)	16,449

Issuance of common stock	3,545,455	3,545	17,297	-	20,842

Net loss	-	-	-	(11,809)	(11,809)

BALANCE – DECEMBER 31, 2007	11,899,315	11,899	41,559	(27,976)	25,482

Net loss	-	-	-	(17,020)	(17,020)

BALANCE – DECEMBER 31, 2008	11,899,315	11,899	41,559	(44,996)	8,462

Issuance of common stock	294,000	294	14,406	-	14,700

Net loss	-	-	-	(28,960)	(28,960)

BALANCE – DECEMBER 31, 2009	12,193,315	$ 12,193	$ 55,965	$ (73,956)	$ (5,798)

See notes to financial statements

F-4

TABLE_OF_CONTENTS

SECURITAS EDGAR FILINGS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS


	Year Ended December 31,
	2009	2008	Accumulated From Inception (October 31, 2005) To December 31, 2009

OPERATING ACTIVITIES:
Net loss	$(28,960)	$(17,020)	$(73,956)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization	1,991	4,566	16,456
Changes in operating assets and liabilities:
Accounts receivable	1,708	919	(1,134)
Sundry current assets			(347)
Security deposit	-	(1,600)	(1,600)
Accounts payable	5,423	(1,509)	5,488
NET CASH USED IN OPERATING ACTIVITIES	(19,838)	(14,644)	(55,093)

INVESTING ACTIVITIES:
Acquisition of property and equipment	-	(755)	(18,309)
NET CASH USED IN INVESTING ACTIVITIES	-	(755)	(18,309)

FINANCING ACTIVITIES:
Issuance of common stock	14,700	-	68,158
Loan from stockholder	5,226	4,792	10,018
NET CASH PROVIDED BY FINANCING ACTIVITIES	19,926	4,792	78,176


(DECREASE) INCREASE IN CASH	88	(10,607)	4,774


CASH – BEGINNING OF PERIOD	4,686	15,293	-



CASH – END OF PERIOD	$ 4,774	$ 4,686	$ 4,774

See notes to financial statements

F-5

TABLE_OF_CONTENTS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business description

Securitas Edgar Filings, Inc. (the “Company”) was formed on October 31, 2005 under the laws of the State of Florida. The Company converted its entity form on November 17, 2006 from a Delaware limited Liability Company to a Florida Corporation with 8,353,860 shares of common stock exchanged for each LLC unit, with 8,353,860 units outstanding at date of conversion. The assets, liabilities and operations of the Company did not change pursuant to this reorganization, and the accompanying financial statements are presented as if the change occurred on the first day of the earliest period presented; thus all references to number of shares prior to the date of conversion are based upon the common stock equivalent of the units.

The Company uploads converted documents for client review and approval to submit the filing to the Securities and Exchange Commission via EDGAR.

Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles 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 net revenue and expenses during each reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers cash at banks and all short-term securities purchased with an original maturity of three months or less to be cash and cash equivalents.

Property and equipment and depreciation policy

Property and equipment are recorded at cost. Depreciation and amortization are provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line method for financial reporting purposes, whereas accelerated methods are used for income tax purposes. Routine repairs and maintenance costs are charged to operations as incurred. Depreciation expense for the year ended December 31, 2009 was $1,969.

Revenue recognition

Revenue is recognized on a monthly basis as realized and earned, on an accrual basis. Revenue recognized to date is composed primarily of consulting fees earned.

Deferred income taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards, No. 109, “Accounting for Income Taxes”, which requires the use of the “liability method” of accounting for income taxes. Accordingly, deferred tax assets and liabilities are determined based upon the differences between the financial statement and tax bases of assets and liabilities, using enacted rates in effect for the year in which the differences are expected to reverse. Current income taxes are based upon the year’s taxable income for federal and state income tax reporting purposes.

F-6

TABLE_OF_CONTENTS

Recent Accounting Pronouncements

In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets”. This guidance is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”, and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141R when the underlying arrangement includes renewal or extension of terms that would require substantial costs or result in a material modification to the asset upon renewal or extension. Companies estimating the useful life of a recognized intangible asset must now consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension as adjusted for SFAS No. 142’s entity-specific factors. This standard is effective for fiscal years beginning after December 15, 2008, and is applicable to the Company’s fiscal year beginning January 1, 2009. The Company does not anticipate that the adoption of this FSP will have an impact on its results of operations or financial condition.

In June 2009, the FASB issued “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles No. 165” (which replaced FASB No. 162). The FASB Accounting Standards Codification will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. As of the effective date of this statement, the Codification will supersede all then existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.

Stock Based Compensation

The Company adopted standards which address the accounting for share-based payment transactions. These standards eliminate the ability to account for share-based compensation transactions, and generally require instead that such transactions be accounted and recognized in the statement of operations based on their fair value. These standards are effective for public companies that file as small business issuers as of the first interim or annual reporting period that begins after December 15, 2005. Depending upon the number of and terms for options that may be granted in future periods, the implementation of this standard could have a significant non-cash impact on results of operations in future periods.

STOCKHOLDER LOANS PAYABLE

On January 1, 2008, in consideration for the Credit Agreements, the Company executed and delivered in favor of Creditors a Commercial Promissory Note (“Note”) providing with respect to the Loans a maturity date of June 30, 2013 and interest accruing on the principal balance outstanding from time to time at an annual rate of eight percent (8%) payable. All outstanding principal and unpaid interest under the Note and all other amounts due and payable under this Note shall become automatically due and payable, without demand or notice, on December 31, 2014. The Note shall be prepayable without premium or penalty. The documents representing the terms of the Notes and Credit Agreements (collectively referred to as “Shareholder Loans”) have been filed as Exhibits 10.11 through 10.15 to this registration statement.

F-7

TABLE_OF_CONTENTS

RELATED PARTY TRANSACTIONS

Pursuant to the Shareholder Loans, the years ended December 31, 2009 and 2008, the Company borrowed $10,018 and $4,792, respectively, of which it has accrued interest of $660 and $0, respectively.

As of June 10, 2010, our officer and founder own more than 10% each of the Company, and together this group controls 100% of the common stock of the Company.

At present, Securitas’ principal operating offices are located at: 4115 Taylorsville Rd. Louisville, KY 40220. This space is being utilized, rent-free, by Securitas, and is owned by Mr. Pearman.

GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the years ended December 31, 2009 and 2008, the Company has incurred losses of $28,960 and $17,020, respectively. The Company has a stockholders’ deficiency of $5,798 at December 31, 2009 as compared to a stockholders’ equity of $8,462 at December 31, 2008. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds from its stockholders.

The Company’s inability to obtain additional cash could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUBSEQUENT EVENTS

On May 31, 2009, Securitas Edgar Filings, Inc. commenced a private offering of 1,000,000 shares of common stock, $.001 par value per share, at $.05 per share. The offering was made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securites Act of 1933, as amended. The offering closed on December 31, 2009 and resulted in subscription agreements totaling agreements to purchase 294,000 shares of common stock, par value $.001, to thirty-two investors in consideration of $14,700 contributed capital to the Company.

F-8

TABLE_OF_CONTENTS

SECURITAS EDGAR FILINGS, INC .

(A Development Stage Company)

BALANCE SHEETS


	March 31, 2010 (Unaudited)			December 31, 2009 (Audited)

ASSETS

CURRENT ASSETS:
Cash	$ 2,087			$ 4,774
Accounts receivable	949			1,134
Sundry current assets	319			347
TOTAL CURRENT ASSETS	3,355			6,255

PROPERTY AND EQUIPMENT, NET	3,512			1,853

SECURITY DEPOSIT	1,600			1,600

TOTAL ASSETS	$ 8,467			$ 9,708

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES:
Accounts payable		$ 1,400	$ 5,488
TOTAL CURRENT LIABILITIES		1,400	5,488

STOCKHOLDER LOANS PAYABLE		17,758	10,018

STOCKHOLDERS’ DEFICIENCY:
Common stock, par value $.001
50,000,000 shares authorized
12,193,315 shares issued and outstanding		12,193	12,156
Additional paid-in capital		55,965	56,002
Deficit accumulated during development stage		(78,849)	(73,956)
TOTAL STOCKHOLDERS’ DEFICIENCY		(10,691)	(5,798)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		$ 8,467	$ 9,708

See notes to financial statements

F-9

TABLE_OF_CONTENTS

SECURITAS EDGAR FILINGS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS


	Three Months Ended March 31,
	2010	2009	From Inception (October 31, 2005) To March 31, 2010


REVENUE	$ 1,642	$ 2,281	$37,870



COSTS AND EXPENSES:
General and administrative expenses	6,293	8,827	115,817
Interest expense	242	-	902
TOTAL COSTS AND EXPENSES	6,535	8,827	116,719


NET LOSS	$ (4,893)	$(6,546)	$(78,849)



BASIC AND DILUTED NET LOSS PER COMMON SHARE	$ (.000)	$ (.000)	$ (.008)


WEIGHTED AVERAGE NUMBER OF COMMON SHARES	12,046,815	11,899,315	10,504,712

See notes to financial statements

F-10

TABLE_OF_CONTENTS

SECURITAS EDGAR FILINGS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS


	Three Months Ended March 31,
	2010	2009	From Inception (October 31, 2005) To March 31, 2010

OPERATING ACTIVITIES:
Net loss	$(4,893)	$ (6,546)	$(78,849)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization	564	570	15,994
Changes in operating assets and liabilities:
Accounts receivable	185	2,153	(949)
Accounts payable	(4,088)	836	1,400
Security deposits	-	-	(1,600)
Sundry current assets	28	-	(319)
NET CASH USED IN OPERATING ACTIVITIES	(8,204)	(2,987)	(64,323)

INVESTING ACTIVITIES:
Acquisition of property and equipment	(2,223)	-	(19,506)
NET CASH USED IN INVESTING ACTIVITIES	(2,223)	-	(19,506)

FINANCING ACTIVITIES:
Issuance of common stock	-	-	68,158
Loan from stockholders	7,740	64	17,758
NET CASH PROVIDED BY FINANCING ACTIVITIES	7,740	64	85,916


(DECREASE) INCREASE IN CASH	(2,687)	(2,923)	2,087


CASH – BEGINNING OF PERIOD	4,774	4,686	-



CASH – END OF PERIOD	$ 2,087	$ 1,763	$ 2,087

See notes to financial statements

F-11

TABLE_OF_CONTENTS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business description

Securitas Edgar Filings, Inc. (the “Company”) was formed on October 31, 2005 under the laws of the State of Florida. The Company converted its entity form on November 17, 2006 from a Delaware limited Liability Company to a Florida Corporation with 8,353,860 shares of common stock exchanged for each partnership unit, with 8,353,860 units outstanding at date of conversion. The assets, liabilities and operations of the Company did not change pursuant to this reorganization, and the accompanying financial statements are presented as if the change occurred on the first day of the earliest period presented; thus all references to number of shares prior to the date of conversion are based upon the common stock equivalent of the units.

The Company uploads converted documents for client review and approval to submit the filing to the Securities and Exchange Commission via EDGAR.

The accompanying balance sheet and statement of equity as of March 31, 2010 and the related statements of operations and cash flows for the three months ended March 31, 2010 and 2009 are unaudited. The unaudited financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted.

In the opinion of management, the accompanying unaudited financial statements for the periods presented reflect all adjustments, which are normal and recurring, necessary to fairly state the financial position, results of operations and cash flows. These unaudited financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2010.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (topic 820) – Improvising Disclosures about Fair Value Measurements. ASU 2010-06 requires new disclosures regarding transfers in and out of the Level l and 2 and activity within Level 3 fair value measurements and clarifies existing disclosures of inputs and valuation techniques for level 2 and 3 fair value measurements. ASU 2010-06 also includes conforming amendments to employers’ disclosures about postretirement benefit plan assets. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for disclosure of activity within Level 3 fair value measurements, which is effective for fiscal years beginning after December 15, 2010, and for interim periods within those years. There was no impact upon adoption of SSU 2010-06 on January 1, 2010 to the Company’s financial position or results of operations. The Company does not expect there will be an impact to their financial position or results of operations for the additional disclosure requirements in 2011.

F-12

TABLE_OF_CONTENTS

In February 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855) – Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 requires an entity that is a Securities and Exchange Commission (“SEC”) filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement than an SEC filer disclose the date through which subsequent events have been evaluated. ASC 2010-09 was effective upon issuance. The adoption of this standard has no effect on the Company’s results of operations or their financial position.

RELATED PARTY TRANSACTIONS

Pursuant to the Shareholder Loans, for period ended March 31, 2010, the Company borrowed $7,740, of which it has accrued interest of $242.

GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the three months ended March 31, 2010, the Company has incurred losses of $4,893. The Company has a stockholders’ deficiency of $10,691 at March 31, 2010 as compared to a stockholders’ equity of $1,916 at March 31, 2009. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

SUBSEQUENT EVENTS

On June 17, 2010, the Company appointed Island Stock Transfer Company to be the transfer agent of the securities of the Company.

F-13

TABLE_OF_CONTENTS

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Other Expenses of Issuance and Distribution

The following table sets forth the expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. No such expenses will be borne by the selling stockholders. All of the amounts shown are estimates, except for the Securities and Exchange Commission registration fees.


Accounting Fees/Expenses	$ 2,500.00
Legal Fees/Expenses	2,500.00
Blue Sky Fees/Expenses	1,000.00
Transfer Agent Fees	475.00
SEC Registration Fee	4.61
TOTAL	$ 6,479.61

Indemnification of Directors and Officers.

The Nevada Private Corporation Act, under which we are organized, permits the inclusion in the articles of incorporation of a provision limiting or eliminating the potential monetary liability of directors to a corporation or our shareholders by reason of their conduct as directors. The provision would not permit any limitation on or the elimination of liability of a director for disloyalty to his corporation or its shareholders, failing to act in good faith, engaging in intentional misconduct or a knowing violation of the law, obtaining an improper personal benefit or paying a dividend or approving a stock repurchase that was illegal under the Nevada Private Corporation Act. Accordingly, the provisions limiting or eliminating the potential monetary liability of directors permitted by the Law apply only to the “duty of care” of directors, i.e., to unintentional errors in their deliberations or judgments and not to any form of “bad faith” conduct.

Our Bylaws contain a provision which eliminates the personal monetary liability of directors to the extent allowed under Nevada law. Accordingly, a shareholder is able to prosecute an action against a director for monetary damages only if he can show a breach of the duty of loyalty, a failure to act in good faith, intentional misconduct, a knowing violation of law, an improper personal benefit or an illegal dividend or stock repurchase, as referred to in the amendment, and not “negligence” or “gross negligence” in satisfying his duty of care. The Law applies only to claims against a director arising out of his role as a director and not, if he is also an officer, his role as an officer or in any other capacity or to his responsibilities under any other law, such as the federal securities laws.

In addition, our Bylaws provide that we will indemnify our directors, officers, employees and other agents to the fullest extent permitted by Nevada law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons 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, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

TABLE_OF_CONTENTS

Recent Sales of Unregistered Securities

From May 1, 2009 through December 31, 2009, we sold 294,000 shares at a price of $.05 per share to individual investors in a private placement, raising gross proceeds of $14,700. We sold the securities through our officers, none of whom received compensation in connection with the placement. We sold the offering and the securities were issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act

EXHIBITS


Exhibit No.	Description of Exhibit

3.1	Articles of Incorporation
3.2	By-Laws
4.1	Form of Share Certificate
5.1	Opinion of Counsel
10.1	Private Placement Memorandum
10.2	Subscription Agreement
10.3	Registration Rights Agreement
10.4	Employment Agreement dated January 1, 2007 between Securitas EDGAR Filings, Inc. and Jeremy Pearman
10.5	Independent Contractor Agreement dated December 29, 2009 between Securitas EDGAR Filings, Inc. and Lawrence Williams, Jr.
10.6	Agreement and Plan of Merger between Securitas Edgar Filings, LLC and Securitas Edgar Filings, Inc.
10.7	Idearc Media Corp Agreement
10.11	Credit Agreement between Securitas Edgar Filings, Inc. and Jeremy Pearman
10.12	Credit Agreement between Securitas Edgar Filings, Inc. and Kwajo Sarfoh
10.13	Commercial Promissory Note between Securitas Edgar Filings, Inc. and Jeremy Pearman
10.14	Commercial Promissory Note between Securitas Edgar Filings, Inc. and Kwajo Sarfoh
10.15	Line of Credit Draw Authorization
14.1	Code of Ethics
23.1	Consent of Paritz & Company, P.A.
23.2	Consent of Robert L. Diener, Esq. (included with Exhibit 5.1)

TABLE_OF_CONTENTS

UNDERTAKINGS

(a)

Rule 415 Offering. 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:

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

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 Securities Act of 1933, 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)

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:

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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;

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

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

TABLE_OF_CONTENTS

(b)

Request for acceleration of effective date or filing of registration statement becoming effective upon filing.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Act and will be governed by the final adjudication of such issue.

(c)

Reliance on Rule 430A:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

TABLE_OF_CONTENTS

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Brooklyn, State of New York, on June 28, 2010.

SECURITAS EDGAR FILINGS, INC.

By:

/s/ Jeremy Pearman
Jeremy Pearman
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
Date: June 28, 2010

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.

Exhibit 3.1

Articles of Incorporation

DEAN HELLER

SECRETARY OF STATE

206 NORTH CARSON STREET

CARSON CITY, NEVADA 89701-4299

(775) 684-5708

WEBSITE: SECRETARYOFSTATE.BIZ

ARTICLES OF INCORPORATION

(PURSUANT TO NRS 78)

ABOVE SPACE IS FOR OFFICE USE ONLY

1. Name of

Corporation:

Securitas Edgar Filings, Inc.

2. Resident Agent

Acorn Corporate Services, Inc.

Name and Street Name

Address:

225 McLeod Dr., Suite 110, Las Vegas Nevada 89121

(must be a

Nevada address

___________________________________________________

where process

Optional Mailing Address, City, State, Zip Code

may be served)

3. Shares:

Number of Shares

(number of shares

With par value:

Corporation

50,000,000 Par Value: .001 Without par value: 0

authorized

to issue)

4. Names &

Kwajo Sarfoh

Addresses

Name

Of Board of

Directors/Trustees

250 West 57 Street, Suite 917, NY, NY 10107

__________________________________________________

Street Address City, State, Zip Code

5. Purpose:

The purpose of this corporation shall be:

(optional-see

instructions)

SEC EDGAR Filings.

6. Names, Address

Kwajo Sarfoh

/s/ Kwajo Sarfoh

And Signature of

Name

Signature

Incorporator.

(attach additional

250 West 57 ^th Street, Suite 917, New York NY 10107

Page if there is more

_______________________________________________________

than 1 incorporator)

Street Address City, State, Zip Code

7. Certificate of

I hereby accept appointment

Acceptance of

as Resident Agent for the above named Corporation.

Appointment of

Resident Agent:

/s/ Dorothy Burlow VP 11/17/06

Authorized Signature of R.A.

on Behalf of R. A.

This form must be accompanied by appropriate fees.

Nevada Secretary of State Form 78 Articles.2003

Revised on: 10/04/05

BYLAWS

SECURITAS EDGAR FILINGS, INC.

a Nevada corporation

ARTICLE 1.

DEFINITIONS

1.1 Definitions . Unless the context clearly requires otherwise, in these Bylaws:

(a) " Board " means the board of directors of the Company.

(b) " Bylaws " means these bylaws as adopted by the Board and includes amendments subsequently adopted by the Board or by the Stockholders.

(c) " Articles of Incorporation " means the Articles of Incorporation of Securitas Edgar Filings, Inc., as filed with the Secretary of State of the State of Nevada on November 17, 2006, and includes all amendments thereto and restatements thereof subsequently filed.

(d) " Company " means Securitas Edgar Filings, Inc., a Nevada corporation.

(e) " Section " refers to sections of these Bylaws.

(f) " Stockholder " means stockholders of record of the Company.

1.2 Offices . The title of an office refers to the person or persons who at any given time perform the duties of that particular office for the Company.

ARTICLE 2.

OFFICES

2.1 Principal Office . The Company may locate its principal office within or without the state of incorporation as the Board may determine.

2.2 Registered Office . The registered office of the Company required by law to be maintained in the state of incorporation may be, but need not be, the same as the principal place of business of the Company. The Board may change the address of the registered office from time to time.

2.3 Other Offices . The Company may have offices at such other places, either within or without the state of incorporation, as the Board may designate or as the business of the Company may require from time to time.

ARTICLE 3.

MEETINGS OF STOCKHOLDERS

3.1 Annual Meetings . The Stockholders of the Company shall hold their annual meetings for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings at such time, date and place as the Board shall determine by resolution.

3.2 Special Meetings . The Board, the Chairman of the Board, the President or a committee of the Board duly designated and whose powers and authority include the power to call meetings may call special meetings of the Stockholders of the Company at any time for any purpose or purposes. Special meetings of the Stockholders of the Company may also be called by the holders of at least 30% of all shares entitled to vote at the proposed special meeting.

3.3 Place of Meetings . The Stockholders shall hold all meetings at such places, within or without the State of Nevada, as the Board or a committee of the Board shall specify in the notice or waiver of notice for such meetings.

3.4 Notice of Meetings . Except as otherwise required by law, the Board or a committee of the Board shall give notice of each meeting of Stockholders, whether annual or special, not less than 10 nor more than 50 days before the date of the meeting. The Board or a committee of the Board shall deliver a notice to each Stockholder entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his address as it appears on the records of the Company, or by transmitting a notice thereof to him at such address by telegraph, telecopy, cable or wireless. If mailed, notice is given on the date deposited in the United States mail, postage prepaid, directed to the Stockholder at his address as it appears on the records of the Company. An affidavit of the Secretary or an Assistant Secretary or of the Transfer Agent of the Company that he has given notice shall constitute, in the absence of fraud, prima facie evidence of the facts stated therein.

Every notice of a meeting of the Stockholders shall state the place, date and hour of the meeting and, in the case of a special meeting, also shall state the purpose or purposes of the meeting. Furthermore, if the Company will maintain the list at a place other than where the meeting will take place, every notice of a meeting of the Stockholders shall specify where the Company will maintain the list of Stockholders entitled to vote at the meeting.

3.5 Stockholder Notice . Subject to the Articles of Incorporation, the Stockholders who intend to nominate persons to the Board of Directors or propose any other action at an annual meeting of Stockholders must timely notify the Secretary of the Company of such intent. To be timely, a Stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 50 days nor more than 90 days prior to the date of such meeting; provided, however, that in the event that less than 75 days' notice of the date of the meeting is given or made to Stockholders, notice by the Stockholder to be timely must be received not later than the close of business on the 15th day following the date on which such notice of the date of the annual meeting was mailed. Such notice must be in writing and must include a (i) a brief description of the business desired to the brought before the annual meeting and the reasons for conducting such business at the meeting; (ii) the name and record address of the Stockholder proposing such business; (iii) the class, series and number of shares of capital stock of the Company which are beneficially owned by the Stockholder; and (iv) any material interest of the Stockholder in such business. The Board of Directors reserves the right to refuse to submit any such proposal to stockholders at an annual meeting if, in its judgment, the information provided in the notice is inaccurate or incomplete.

3.6 Waiver of Notice . Whenever these Bylaws require written notice, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall constitute the equivalent of notice. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. No written waiver of notice need specify either the business to be transacted at, or the purpose or purposes of any regular or special meeting of the Stockholders, directors or members of a committee of the Board.

3.7 Adjournment of Meeting . When the Stockholders adjourn a meeting to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Stockholders may transact any business which they may have transacted at the original meeting. If the adjournment is for more than 30 days or, if after the adjournment, the Board or a committee of the Board fixes a new record date for the adjourned meeting, the Board or a committee of the Board shall give notice of the adjourned meeting to each Stockholder of record entitled to vote at the meeting.

3.8 Quorum . Except as otherwise required by law, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes at any meeting of the Stockholders. In the absence of a quorum at any meeting or any adjournment thereof, the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, or, in the absence therefrom of all the Stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting to another place, date or time.

If the chairman of the meeting gives notice of any adjourned special meeting of Stockholders to all Stockholders entitled to vote thereat, stating that the minimum percentage of stockholders for a quorum as provided by Nevada law shall constitute a quorum, then, except as otherwise required by law, that percentage at such adjourned meeting shall constitute a quorum and a majority of the votes cast at such meeting shall determine all matters.

3.9 Organization . Such person as the Board may have designated or, in the absence of such a person, the highest ranking officer of the Company who is present shall call to order any meeting of the Stockholders, determine the presence of a quorum, and act as chairman of the meeting. In the absence of the Secretary or an Assistant Secretary of the Company, the chairman shall appoint someone to act as the secretary of the meeting.

3.10 Conduct of Business . The chairman of any meeting of Stockholders shall determine the order of business and the procedure at the meeting, including such regulations of the manner of voting and the conduct of discussion as he deems in order.

3.11 List of Stockholders . At least 10 days before every meeting of Stockholders, the Secretary shall prepare a list of the Stockholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. The Company shall make the list available for examination by any Stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting will take place or at the place designated in the notice of the meeting.

The Secretary shall produce and keep the list at the time and place of the meeting during the entire duration of the meeting, and any Stockholder who is present may inspect the list at the meeting. The list shall constitute presumptive proof of the identity of the Stockholders entitled to vote at the meeting and the number of shares each Stockholder holds.

A determination of Stockholders entitled to vote at any meeting of Stockholders pursuant to this Section shall apply to any adjournment thereof.

3.12 Fixing of Record Date . For the purpose of determining Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or Stockholders entitled to receive payment of any dividend, or in order to make a determination of Stockholders for any other proper purpose, the Board or a committee of the Board may fix in advance a date as the record date for any such determination of Stockholders. However, the Board shall not fix such date, in any case, more than 60 days nor less than 10 days prior to the date of the particular action.

If the Board or a committee of the Board does not fix a record date for the determination of Stockholders entitled to notice of or to vote at a meeting of Stockholders, the record date shall be at the close of business on the day next preceding the day on which notice is given or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held or the date on which the Board adopts the resolution declaring a dividend.

3.13 Voting of Shares . Each Stockholder shall have one vote for every share of stock having voting rights registered in his name on the record date for the meeting. The Company shall not have the right to vote treasury stock of the Company, nor shall another corporation have the right to vote its stock of the Company if the Company holds, directly or indirectly, a majority of the shares entitled to vote in the election of directors of such other corporation. Persons holding stock of the Company in a fiduciary capacity shall have the right to vote such stock. Persons who have pledged their stock of the Company shall have the right to vote such stock unless in the transfer on the books of the Company the pledgor expressly empowered the pledgee to vote such stock. In that event, only the pledgee, or his proxy, may represent such stock and vote thereon.

A plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all elections and, except when the law or Articles of Incorporation require otherwise, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all other matters.

Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

The Stockholders may vote by voice vote on all matters. Upon demand by a Stockholder entitled to vote, or his proxy, the Stockholders shall vote by ballot. In that event, each ballot shall state the name of the Stockholder or proxy voting, the number of shares voted and such other information as the Company may require under the procedure established for the meeting.

3.14 Inspectors . At any meeting in which the Stockholders vote by ballot, the chairman may appoint one or more inspectors. Each inspector shall take and sign an oath to execute the duties of inspector at such meeting faithfully, with strict impartiality, and according to the best of his ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The certification required herein shall take the form of a subscribed, written report prepared by the inspectors and delivered to the Secretary of the Company. An inspector need not be a Stockholder of the Company, and any officer of the Company may be an inspector on any question other than a vote for or against a proposal in which he has a material interest.

3.15 Proxies . A Stockholder may exercise any voting rights in person or by his proxy appointed by an instrument in writing, which he or his authorized attorney-in-fact has subscribed and which the proxy has delivered to the Secretary of the meeting pursuant to the manner prescribed by law.

A proxy is not valid after the expiration of 6 months after the date of its execution, unless the person executing it specifies thereon the length of time for which it is to continue in force (which length may not exceed 7 years) or limits its use to a particular meeting. Each proxy is irrevocable if it expressly states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

The attendance at any meeting of a Stockholder who previously has given a proxy shall not have the effect of revoking the same unless he notifies the Secretary in writing prior to the voting of the proxy.

3.16 Action by Consent . Any action required to be taken at any annual or special meeting of stockholders of the Company or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company by delivery to its registered office, its principal place of business, or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested.

Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 50 days of the earliest dated consent delivered in the manner required by this section to the Company, written consents signed by a sufficient number of holders to take action are delivered to the Company by delivery to its registered office, its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE 4.

BOARD OF DIRECTORS

4.1 General Powers . The Board shall manage the property, business and affairs of the Company.

4.2 Number . The number of directors who shall constitute the Board shall equal not less than 1 nor more than 10, as the Board or majority stockholders may determine by resolution from time to time.

4.3 Election of Directors and Term of Office . The Stockholders of the Company shall elect the directors at the annual or adjourned annual meeting (except as otherwise provided herein for the filling of vacancies). Each director shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.

4.4 Resignations . Any director of the Company may resign at any time by giving written notice to the Board or to the Secretary of the Company. Any resignation shall take effect upon receipt or at the time specified in the notice. Unless the notice specifies otherwise, the effectiveness of the resignation shall not depend upon its acceptance.

4.5 Removal . Stockholders holding 2/3 of the outstanding shares entitled to vote at an election of directors may remove any director or the entire Board of Directors at any time, with or without cause.

4.6 Vacancies . Any vacancy on the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause may be filled by a majority of the remaining directors, a sole remaining director, or the majority stockholders. Any director elected to fill a vacancy shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.

4.7 Chairman of the Board . At the initial and annual meeting of the Board, the directors may elect from their number a Chairman of the Board of Directors. The Chairman shall preside at all meetings of the Board and shall perform such other duties as the Board may direct. The Board also may elect a Vice Chairman and other officers of the Board, with such powers and duties as the Board may designate from time to time.

4.8 Compensation . The Board may compensate directors for their services and may provide for the payment of all expenses the directors incur by attending meetings of the Board or otherwise.

ARTICLE 5.

MEETINGS OF DIRECTORS

5.1 Regular Meetings . The Board may hold regular meetings at such places, dates and times as the Board shall establish by resolution. If any day fixed for a meeting falls on a legal holiday, the Board shall hold the meeting at the same place and time on the next succeeding business day. The Board need not give notice of regular meetings.

5.2 Place of Meetings . The Board may hold any of its meetings in or out of the State of Nevada, at such places as the Board may designate, at such places as the notice or waiver of notice of any such meeting may designate, or at such places as the persons calling the meeting may designate.

5.3 Meetings by Telecommunications . The Board or any committee of the Board may hold meetings by means of conference telephone or similar telecommunications equipment that enable all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting.

5.4 Special Meetings . The Chairman of the Board, the President, or one-half of the directors then in office may call a special meeting of the Board. The person or persons authorized to call special meetings of the Board may fix any place, either in or out of the State of Nevada as the place for the meeting.

5.5 Notice of Special Meetings . The person or persons calling a special meeting of the Board shall give written notice to each director of the time, place, date and purpose of the meeting of not less than three business days if by mail and not less than 24 hours if by telegraph or in person before the date of the meeting. If mailed, notice is given on the date deposited in the United States mail, postage prepaid, to such director. A director may waive notice of any special meeting, and any meeting shall constitute a legal meeting without notice if all the directors are present or if those not present sign either before or after the meeting a written waiver of notice, a consent to such meeting, or an approval of the minutes of the meeting. A notice or waiver of notice need not specify the purposes of the meeting or the business which the Board will transact at the meeting.

5.6 Waiver by Presence . Except when expressly for the purpose of objecting to the legality of a meeting, a director's presence at a meeting shall constitute a waiver of notice of such meeting.

5.7 Quorum . A majority of the directors then in office shall constitute a quorum for all purposes at any meeting of the Board. In the absence of a quorum, a majority of directors present at any meeting may adjourn the meeting to another place, date or time without further notice. No proxies shall be given by directors to any person for purposes of voting or establishing a quorum at a directors’ meeting.

5.8 Conduct of Business . The Board shall transact business in such order and manner as the Board may determine. Except as the law requires otherwise, the Board shall determine all matters by the vote of a majority of the directors present at a meeting at which a quorum is present. The directors shall act as a Board, and the individual directors shall have no power as such.

5.9 Action by Consent . The Board or a committee of the Board may take any required or permitted action without a meeting if all members of the Board or committee consent thereto in writing and file such consent with the minutes of the proceedings of the Board or committee.

ARTICLE 6.

COMMITTEES

6.1 Committees of the Board . The Board may designate, by a vote of a majority of the directors then in office, committees of the Board. The committees shall serve at the pleasure of the Board and shall possess such lawfully delegable powers and duties as the Board may confer.

6.2 Selection of Committee Members . The Board shall elect by a vote of a majority of the directors then in office a director or directors to serve as the member or members of a committee. By the same vote, the Board may designate other directors as alternate members who may replace any absent or disqualified member at any meeting of a committee. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may appoint by unanimous vote another member of the Board to act at the meeting in the place of the absent or disqualified member.

6.3 Conduct of Business . Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as the law or these Bylaws require otherwise. Each committee shall make adequate provision for notice of all meetings to members. A majority of the members of the committee shall constitute a quorum, unless the committee consists of one or two members. In that event, one member shall constitute a quorum. A majority vote of the members present shall determine all matters. A committee may take action without a meeting if all the members of the committee consent in writing and file the consent or consents with the minutes of the proceedings of the committee.

6.4 Authority . Any committee, to the extent the Board provides, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the affixation of the Company's seal to all instruments which may require or permit it. However, no committee shall have any power or authority with regard to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the Stockholders the sale, lease or exchange of all or substantially all of the Company's property and assets, recommending to the Stockholders a dissolution of the Company or a revocation of a dissolution of the Company, or amending these Bylaws of the Company. Unless a resolution of the Board expressly provides, no committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger.

6.5 Minutes . Each committee shall keep regular minutes of its proceedings and report the same to the Board when required.

ARTICLE 7.

OFFICERS

7.1 Officers of the Company . The officers of the Company shall consist of a President, a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board may designate and elect from time to time. The same person may hold at the same time any two or more offices.

7.2 Election and Term . The Board shall elect the officers of the Company. Each officer shall hold office until his death, resignation, retirement, removal or disqualification, or until his successor shall have been elected and qualified.

7.3 Compensation of Officers . The Board shall fix the compensation of all officers of the Company. No officer shall serve the Company in any other capacity and receive compensation, unless the Board authorizes the additional compensation.

7.4 Removal of Officers and Agents . The Board may remove any officer or agent it has elected or appointed at any time, with or without cause.

7.5 Resignation of Officers and Agents . Any officer or agent the Board has elected or appointed may resign at any time by giving written notice to the Board, the Chairman of the Board, the President, or the Secretary of the Company. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified. Unless otherwise specified in the notice, the Board need not accept the resignation to make it effective.

7.6 Bond . The Board may require by resolution any officer, agent, or employee of the Company to give bond to the Company, with sufficient sureties conditioned on the faithful performance of the duties of his respective office or agency. The Board also may require by resolution any officer, agent or employee to comply with such other conditions as the Board may require from time to time.

7.7 President . The President shall be the chief executive officer of the Company and, subject to the Board's control, shall supervise and direct all of the business and affairs of the Company. When present, he shall sign (with or without the Secretary, an Assistant Secretary, or any other officer or agent of the Company which the Board has authorized) deeds, mortgages, bonds, contracts or other instruments which the Board has authorized an officer or agent of the Company to execute. However, the President shall not sign any instrument which the law, these Bylaws, or the Board expressly require some other officer or agent of the Company to sign and execute. In general, the President shall perform all duties incident to the office of President and such other duties as the Board may prescribe from time to time.

7.8 Vice Presidents . In the absence of the President or in the event of his death, inability or refusal to act, the Vice Presidents in the order of their length of service as Vice Presidents, unless the Board determines otherwise, shall perform the duties of the President. When acting as the President, a Vice President shall have all the powers and restrictions of the Presidency. A Vice President shall perform such other duties as the President or the Board may assign to him from time to time.

7.9 Secretary . The Secretary shall (a) keep the minutes of the meetings of the Stockholders and of the Board in one or more books for that purpose, (b) give all notices which these Bylaws or the law requires, (c) serve as custodian of the records and seal of the Company, (d) affix the seal of the corporation to all documents which the Board has authorized execution on behalf of the Company under seal, (e) maintain a register of the address of each Stockholder of the Company, (f) sign, with the President, a Vice President, or any other officer or agent of the Company which the Board has authorized, certificates for shares of the Company, (g) have charge of the stock transfer books of the Company, and (h) perform all duties which the President or the Board may assign to him from time to time.

7.10 Assistant Secretaries . In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless the Board determines otherwise, shall perform the duties of the Secretary. When acting as the Secretary, an Assistant Secretary shall have the powers and restrictions of the Secretary. An Assistant Secretary shall perform such other duties as the President, Secretary or Board may assign from time to time.

7.11 Treasurer . The Treasurer shall (a) have responsibility for all funds and securities of the Company, (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, (c) deposit all moneys in the name of the Company in depositories which the Board selects, and (d) perform all of the duties which the President or the Board may assign to him from time to time.

7.12 Assistant Treasurers . In the absence of the Treasurer or in the event of his death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless the Board determines otherwise, shall perform the duties of the Treasurer. When acting as the Treasurer, an Assistant Treasurer shall have the powers and restrictions of the Treasurer. An Assistant Treasurer shall perform such other duties as the Treasurer, the President, or the Board may assign to him from time to time.

7.13 Delegation of Authority . Notwithstanding any provision of these Bylaws to the contrary, the Board may delegate the powers or duties of any officer to any other officer or agent.

7.14 Action with Respect to Securities of Other Corporations . Unless the Board directs otherwise, the President shall have the power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which the Company holds securities. Furthermore, unless the Board directs otherwise, the President shall exercise any and all rights and powers which the Company possesses by reason of its ownership of securities in another corporation.

7.15 Vacancies . The Board may fill any vacancy in any office because of death, resignation, removal, disqualification or any other cause in the manner which these Bylaws prescribe for the regular appointment to such office.

ARTICLE 8.

CONTRACTS, LOANS, DRAFTS,

DEPOSITS AND ACCOUNTS

8.1 Contracts . The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Company. The Board may make such authorization general or special.

8.2 Loans . Unless the Board has authorized such action, no officer or agent of the Company shall contract for a loan on behalf of the Company or issue any evidence of indebtedness in the Company's name.

8.3 Drafts . The President, any Vice President, the Treasurer, any Assistant Treasurer, and such other persons as the Board shall determine shall issue all checks, drafts and other orders for the payment of money, notes and other evidences of indebtedness issued in the name of or payable by the Company.

8.4 Deposits . The Treasurer shall deposit all funds of the Company not otherwise employed in such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select. For the purpose of deposit and collection for the account of the Company, the President or the Treasurer (or any other officer, assistant, agent or attorney of the Company whom the Board has authorized) may endorse, assign and deliver checks, drafts and other orders for the payment of money payable to the order of the Company.

8.5 General and Special Bank Accounts . The Board may authorize the opening and keeping of general and special bank accounts with such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

ARTICLE 9.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

9.1 Certificates for Shares . Every owner of stock of the Company shall have the right to receive a certificate or certificates, certifying to the number and class of shares of the stock of the Company which he owns. The Board shall determine the form of the certificates for the shares of stock of the Company. The Secretary, transfer agent, or registrar of the Company shall number the certificates representing shares of the stock of the Company in the order in which the Company issues them. The President or any Vice President and the Secretary or any Assistant Secretary shall sign the certificates in the name of the Company. Any or all certificates may contain facsimile signatures. In case any officer, transfer agent, or registrar who has signed a certificate, or whose facsimile signature appears on a certificate, ceases to serve as such officer, transfer agent, or registrar before the Company issues the certificate, the Company may issue the certificate with the same effect as though the person who signed such certificate, or whose facsimile signature appears on the certificate, was such officer, transfer agent, or registrar at the date of issue. The Secretary, transfer agent, or registrar of the Company shall keep a record in the stock transfer books of the Company of the names of the persons, firms or corporations owning the stock represented by the certificates, the number and class of shares represented by the certificates and the dates thereof and, in the case of cancellation, the dates of cancellation.

The Secretary, transfer agent, or registrar of the Company shall cancel every certificate surrendered to the Company for exchange or transfer. Except in the case of a lost, destroyed, stolen or mutilated certificate, the Secretary, transfer agent, or registrar of the Company shall not issue a new certificate in exchange for an existing certificate until he has canceled the existing certificate.

9.2 Transfer of Shares . A holder of record of shares of the Company's stock, or his attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary, transfer agent or registrar of the Company, may transfer his shares only on the stock transfer books of the Company. Such person shall furnish to the Secretary, transfer agent, or registrar of the Company proper evidence of his authority to make the transfer and shall properly endorse and surrender for cancellation his existing certificate or certificates for such shares. Whenever a holder of record of shares of the Company's stock makes a transfer of shares for collateral security, the Secretary, transfer agent, or registrar of the Company shall state such fact in the entry of transfer if the transferor and the transferee request.

9.3 Lost Certificates . The Board may direct the Secretary, transfer agent, or registrar of the Company to issue a new certificate to any holder of record of shares of the Company's stock claiming that he has lost such certificate, or that someone has stolen, destroyed or mutilated such certificate, upon the receipt of an affidavit from such holder to such fact. When authorizing the issue of a new certificate, the Board, in its discretion may require as a condition precedent to the issuance that the owner of such certificate give the Company a bond of indemnity in such form and amount as the Board may direct.

9.4 Regulations . The Board may make such rules and regulations, not inconsistent with these Bylaws, as it deems expedient concerning the issue, transfer and registration of certificates for shares of the stock of the corporation. The Board may appoint or authorize any officer or officers to appoint one or more transfer agents, or one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

9.5 Holder of Record . The Company may treat as absolute owners of shares the person in whose name the shares stand of record as if that person had full competency, capacity and authority to exercise all rights of ownership, despite any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relation, or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate. However, the Company may treat any person furnishing proof of his appointment as a fiduciary as if he were the holder of record of the shares.

9.6 Treasury Shares . Treasury shares of the Company shall consist of shares which the Company has issued and thereafter acquired but not canceled. Treasury shares shall not carry voting or dividend rights.

ARTICLE 10.

INDEMNIFICATION

10.1 Definitions . In this Article:

(a)

" Indemnitee " means (i) any present or former Director, advisory director or officer of the Company, (ii) any person who while serving in any of the capacities referred to in clause (i) hereof served at the Company's request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.

(b)

" Official Capacity " means (i) when used with respect to a Director, the office of Director of the Company, and (ii) when used with respect to a person other than a Director, the elective or appointive office of the Company held by such person or the employment or agency relationship undertaken by such person on behalf of the Company, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

(c)

" Proceeding " means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

10.2 Indemnification . The Company shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding in which he was, is or is threatened to be named defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Section 10.1, if it is determined in accordance with Section 10.4 that the Indemnitee (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Company's best interests and, in all other cases, that his conduct was at least not opposed to the Company's best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the Indemnitee the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Company.

Except as provided in the immediately preceding proviso to the first sentence of this Section 10.2, no indemnification shall be made under this Section 10.2 in respect of any Proceeding in which such Indemnitee shall have been (x) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee's Official Capacity, or (y) found liable to the Company. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first sentence of this Section 10.2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall, include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.

10.3 Successful Defense . Without limitation of Section 10.2 and in addition to the indemnification provided for in Section 10.2, the Company shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 10.1, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.

10.4 Determinations . Any indemnification under Section 10.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who, at the time of such vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors, duly designated to act in the matter by a majority vote of all Directors (in which designated Directors who are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two (2) or more Directors who, at the time of the committee vote, are not named defendants or respondents in the Proceeding; (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses (a) or (b) of this Section 10.4 or, if the requisite quorum of all of the Directors cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the Directors (in which Directors who are named defendants or respondents in the Proceeding may participate); or (d) by the shareholders in a vote that excludes the shares held by Directors that are named defendants or respondents in the Proceeding. Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel.

In the event a determination is made under this Section 10.4 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.

10.5 Advancement of Expenses . Reasonable expenses (including court costs and attorneys' fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Company at reasonable intervals in advance of the final disposition of such Proceeding, and without making any of the determinations specified in Section 10.4, after receipt by the Company of (a) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company under this Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Company if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Article. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. Notwithstanding any other provision of this Article, the Company may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding.

10.6 Employee Benefit Plans . For purposes of this Article, the Company shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him of his duties to the Company also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

10.7 Other Indemnification and Insurance . The indemnification provided by this Article shall (a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Company's Articles of Incorporation, any law, agreement or vote of shareholders or disinterested Directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Company on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (b) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, (c) inure to the benefit of the heirs, executors and administrators of such a person and (d) not be required if and to the extent that the person otherwise entitled to payment of such amounts hereunder has actually received payment therefor under any insurance policy, contract or otherwise.

10.8 Notice . Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the shareholders of the Company with or before the notice or waiver of notice of the next shareholders' meeting or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the 12-month period immediately following the date of the indemnification or advance.

10.9 Construction . The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitation, the Nevada Revised Statutes, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.

10.10 Continuing Offer, Reliance, etc. The provisions of this Article (a) are for the benefit of, and may be enforced by, each Indemnitee of the Company, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Company and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees. The Company, by its adoption of these Bylaws, (x) acknowledges and agrees that each Indemnitee of the Company has relied upon and will continue to rely upon the provisions of this Article in becoming, and serving in any of the capacities referred to in Section 10.1 of this Article, (y) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees and (z) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article in accordance with its terms by any act or failure to act on the part of the Company.

10.11 Effect of Amendment . No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

ARTICLE 11.

TAKEOVER OFFERS

In the event the Company receives a takeover offer, the Board of Directors shall consider all relevant factors in evaluating such offer, including, but not limited to, the terms of the offer, and the potential economic and social impact of such offer on the Company's stockholders, employees, customers, creditors and community in which it operates.

ARTICLE 12.

NOTICES

12.1 General . Whenever these Bylaws require notice to any Stockholder, director, officer or agent, such notice does not mean personal notice. A person may give effective notice under these Bylaws in every case by depositing a writing in a post office or letter box in a postpaid, sealed wrapper, or by dispatching a prepaid telegram addressed to such Stockholder, director, officer or agent at his address on the books of the Company. Unless these Bylaws expressly provide to the contrary, the time when the person sends notice shall constitute the time of the giving of notice.

12.2 Waiver of Notice . Whenever the law or these Bylaws require notice, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein.

ARTICLE 13.

MISCELLANEOUS

13.1 Facsimile Signatures . In addition to the use of facsimile signatures which these Bylaws specifically authorize, the Company may use such facsimile signatures of any officer or officers, agents or agent, of the Company as the Board or a committee of the Board may authorize.

13.2 Corporate Seal . The Board may provide for a suitable seal containing the name of the Company, of which the Secretary shall be in charge. The Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and use the seal or duplicates of the seal if and when the Board or a committee of the Board so directs.

13.3 Fiscal Year . The Board shall have the authority to fix and change the fiscal year of the Company.

ARTICLE 14.

AMENDMENTS

14.1 Subject to the provisions of the Articles of Incorporation, the Stockholders or the Board may amend or repeal these Bylaws at any meeting.

The undersigned hereby certifies that the foregoing constitutes a true and correct copy of the Bylaws of the Company as adopted by the Directors on the 30 ^th day of November 2006.

Executed as of this 30 ^th day of November 2006.

/s/ Kwajo Sarfoh

____________________________

Kwajo Sarfoh, Secretary

SHARE CERTIFICATE

Exhibit 4

[Share Certificate]

Number Shares

XXX XXX

INCORPORATED IN THE STATE OF NEVADA 2006

SECURITAS EDGAR FILINGS, INC.

50,000,000 AUTHORIZED SHARES OF COMMON STOCK AT $.001 PAR VALUE

THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER ANY STATE OR FEDERAL SECURITIES LAWS AND IS BEING SOLD PURSUANT TO APPLICABLE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION. THE TRANSFER OF THIS SECURITY IS RESTRICTED. SEE THE ARTICLES OF INCORPORATION, BYLAWS OR SHAREHOLDER AGREEMENT FOR DETAILS.

This Certifies that _________________________is the registered holder of ______________________ Shares.

of Securitas Edgar Filings, Inc.

transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this __________ day of A.D. 20_____.

___________________ ___________________

Secretary President

(corporate seal)

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

SECURITAS EDGAR FILINGS, INC.

[EXHIBIT101PPMFINAL001.JPG]

A Nevada Corporation

$50,000

This offering is being made by Securitas EDGAR Filings, Inc., a Nevada corporation. We are offering for sale 1,000,000 shares of our common stock, $.001 par value per share, at $.05 per share (“Shares”). The offering is made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission (the “ SEC ” or the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ” or the “ 1933 Act ”). There is currently no public market for our common stock.

We expect the offering to commence on the date of this memorandum set forth below. The offering will terminate upon the earlier of (i) the sale of 1,000,000 shares of our common stock or (ii) September 30, 2009, unless terminated earlier, or extended for an additional ninety (90) days, in our sole discretion. The shares will be offered on a “best efforts,” no minimum basis. There is no firm commitment by any person to purchase or sell the shares of common stock offered herein. The minimum investment is 15,000 shares, or $750.00, although we may, in our sole discretion, accept subscriptions for a lesser amount. We reserve the right to reject orders for the purchase of shares in whole or in part, and if a subscription is rejected the subscriber’s funds will be returned without interest the next business day after rejection. The proceeds from the sale will be payable to us in cash. Upon receipt and acceptance of a subscription, the proceeds will be immediately deposited in a bank account of ours to be used as specified herein.

THE SECURITIES OFFERED HEREIN INVOLVE A HIGH DEGREE OF RISK. SEE “RISK FACTORS”.


	Sales Proceeds	Sales Commissions ⁽¹⁾	Proceeds to the Company ⁽²⁾
Per share of common stock	$.05	$0.00	$.05
Total offering	$50,000	$0.00	$50,000

⁽¹⁾

The shares of common stock are being offered by members of our management team on a “best efforts,” no minimum basis. No commissions or similar compensation will be paid to the members of our management team or to broker-dealers in connection with the sale of our common stock in this offering.

⁽²⁾

Before deducting certain expenses incurred in connection with the offering, including but not limited to, legal fees, accounting fees, printing costs and state and federal filing fees, if any. We estimate that these expenses will not exceed $5,000.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC” OR “COMMISSION”) NOR ANY STATE SECURITIES ADMINISTRATOR HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREIN NOR HAS THE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES CONTAINED IN THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OR THE MERITS OF AN INVESTMENT IN THE SECURITIES OFFERED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION UNDER SUCH LAWS. SUCH EXEMPTIONS IMPOSE SUBSTANTIAL RESTRICTIONS ON THE SUBSEQUENT TRANSFER OF SECURITIES SUCH THAT AN INVESTOR HEREIN MAY NOT SUBSEQUENTLY RESELL THE SECURITIES OFFERED HEREIN UNLESS THE SECURITIES ARE SUBSEQUENTLY REGISTERED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SEE “RISK FACTORS,” “SUITABILITY STANDARDS” AND “PLACEMENT OF THE OFFERING.”

THE DATE OF THIS OFFERING MEMORANDUM IS MARCH 1, 2009.

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CONDITIONS AND DISCLAIMERS

THE FOLLOWING STATEMENTS CONTAIN CONDITIONS IMPOSED UPON THE OFFERING OF SECURITIES HEREIN AND DISCLAIMERS REGARDING INFORMATION CONTAINED ELSEWHERE IN THIS MEMORANDUM, WHICH CONDITIONS AND DISCLAIMERS APPLY GENERALLY TO ALL REPRESENTATIONS AND STATEMENTS MADE IN THIS MEMORANDUM OR OTHERWISE. PROSPECTIVE SUBSCRIBERS ARE URGED TO REVIEW THE FOLLOWING CONDITIONS AND DISCLAIMERS CLOSELY AND TO DIRECT ANY QUESTIONS REGARDING THE SAME TO US OR TO HIS OR HER PERSONAL ADVISOR. ALL STATEMENTS, REPRESENTATIONS OR OTHER INFORMATION CONTAINED IN THIS MEMORANDUM OR OTHERWISE PROVIDED TO PROSPECTIVE SUBSCRIBERS ARE QUALIFIED IN THEIR ENTIRETY BY THE FOLLOWING CONDITIONS AND DISCLAIMERS.

THE SECURITIES DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, IN RELIANCE UPON THE EXEMPTIONS SPECIFIED IN SAID ACT, NOR HAVE THESE SECURITIES BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION SPECIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND REGULATIONS.

A SUBSCRIBER MUST BEAR THE ECONOMIC RISK OF INVESTMENT IN THE SECURITIES OFFERED HEREIN. BECAUSE THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SEC OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, THE SHARES ISSUABLE HEREUNDER MAY NOT BE RESOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FEDERAL AND APPLICABLE STATE LAW OR AN OPINION OF COUNSEL TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. SEE “RISK FACTORS.”

THIS OFFERING IS DIRECTED TO ACCREDITED INVESTORS AND UP TO 35 NON-ACCREDITED INVESTORS. SEE “SUBSCRIBER SUITABILITY STANDARDS.”

DELIVERY OF THIS MEMORANDUM TO ANYONE OTHER THAN A DESIGNATED OFFEREE OR INDIVIDUALS RETAINED BY THE OFFEREE TO ADVISE HIM OR HER WITH RESPECT TO THIS OFFERING IS UNAUTHORIZED AND MAY CONSTITUTE A VIOLATION OF FEDERAL AND STATE SECURITIES LAWS. ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR ANY DISCLOSURE OF ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED.

EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF ITS DATE OF ISSUE. NEITHER THE DELIVERY HEREOF, NOR ANY SALE MADE HEREUNDER, SHALL CREATE AN IMPLICATION THAT OUR AFFAIRS HAVE CONTINUED WITHOUT CHANGE SINCE SUCH DATE.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREIN IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL OR UNAUTHORIZED.

EXCEPT AS SET FORTH ABOVE, NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OTHER THAN THOSE WHICH MAY BE CONTAINED HEREIN. IF MADE, SUCH INFORMATION MUST NOT BE RELIED UPON .

NO STATEMENT CONTAINED HEREIN SHALL BE DEEMED TO MODIFY, SUPPLEMENT, OR CONSTRUE IN ANY WAY THE PROVISIONS OF ANY DOCUMENTS ATTACHED HERETO AS EXHIBITS OR LISTED HEREIN OR ANY OF THE LANGUAGE CONTAINED THEREIN. ANY STATEMENT MADE HEREIN WITH RESPECT TO ANY SUCH DOCUMENT IS QUALIFIED BY REFERENCE TO THE TEXT OF SUCH DOCUMENT.

PROSPECTIVE SUBSCRIBERS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, BUSINESS, OR TAX ADVICE. EACH PROSPECTIVE SUBSCRIBER SHOULD CONSULT HIS OWN ATTORNEY, BUSINESS ADVISER, OR TAX ADVISER CONCERNING LEGAL, BUSINESS, TAX, AND RELATED MATTERS RELATING TO THIS INVESTMENT.

THE SECURITIES ARE OFFERED SOLELY BY THIS MEMORANDUM AND ARE SUBJECT TO PRIOR SALE. WE RESERVE THE RIGHT, IN OUR DISCRETION, TO WITHDRAW OR MODIFY THIS OFFERING WITHOUT PRIOR NOTICE OR TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART OR TO ALLOT TO ANY PROSPECTIVE SUBSCRIBER A LESSER NUMBER OF SHARES THAN SOUGHT TO BE PURCHASED BY SUCH SUBSCRIBER.

SUBSCRIPTION PROCEDURES

In order to subscribe for the shares of our common stock, each prospective investor is required to complete, execute and deliver the following documents:

One copy of the investor Subscription Agreement (attached hereto as Exhibit A ) and Registration Rights Agreement (attached hereto as Exhibit B ); and

A personal check, cashier’s check or money order made payable to Securitas EDGAR Filings, Inc.

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This memorandum may be deemed to contain “forward-looking” statements. We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and we are including this statement for the express purpose of availing ourselves of the protections of such safe harbor with respect to all of such forward-looking statements. Examples of forward-looking statements include, but are not limited to (i) projections of revenues, income or loss, earnings or loss per share, capital expenditures, growth prospects, dividends, capital structure and other financial items, (ii) statements of plans and objectives of ours or our management or Board of Directors, including the introduction of new products or services, or estimates or predictions of actions by customers, suppliers, competitors or regulating authorities, (iii) statements of future economic performance and (iv) statements of assumptions underlying other statements and statements about us or our business.

Our ability to predict projected results or to predict the effect of any legislation or other pending events on our operating results is inherently uncertain. Therefore, we wish to caution each reader of the memorandum to carefully consider specific factors, including competition for products, services and technology; the uncertainty of developing or obtaining rights to new products, services or technologies that will be accepted by the market; the effects of government regulations and other factors discussed herein because such factors in some cases have affected; and in the future (together with other factors) could affect, our ability to achieve our projected results and may cause actual results to differ materially from those expressed herein.

iii

SPECIAL STATE LEGENDS

FOR COLORADO RESIDENTS ONLY

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE COLORADO SECURITIES ACT OF 1981, AS AMENDED, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND THE COLORADO SECURITIES ACT OF 1981, AS AMENDED, IF SUCH REGISTRATION IS REQUIRED.

FOR FLORIDA RESIDENTS ONLY

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE OFFICE OF FINANCIAL RELATION OR THE STATE OF FLORIDA; NOR HAS THE OFFICE OF FINANCIAL REGULATION OR THE STATE OF FLORIDA PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING.

FOR KENTUCKY RESIDENTS ONLY

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE KENTUCKY REVISED STATUTE CHAPTER 292 SECURITIES ACT OF KENTUCKY SECURITIES ACT AND THE EXECUTIVE DIRECTOR OF THE OFFICE OF FINANCIAL INSTITUTIONS HAS NOT REVIEWED THE OFFERING OR OFFERING MEMORANDUM NOR PASSED ON OR ENDORSED THE MERITS OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES MAY NOT BE SOLD WITHOUT REGISTRATION UNDER THE ACT OR EXEMPTION THEREFROM.

FOR NEW JERSEY RESIDENTS ONLY

THE PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE NEW JERSEY BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. NEITHER THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY NOR THE BUREAU OF SECURITIES HAS PASSED ON OR ENDORSED THE MERITS OF THE MEMORANDUM (OR THE PRIVATE OFFERING CONTAINED HEREIN). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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TABLE OF CONTENTS

MEMORANDUM SUMMARY

SUITABILITY STANDARDS

RISK FACTORS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

EXECUTIVE COMPENSATION

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SHARES ELIGIBLE FOR FUTURE SALE

PLACEMENT OF THE OFFERING

LEGAL MATTERS

EXPERTS

ADDITIONAL INFORMATION

Exhibits

Subscription Documents

Registration Rights Agreement

Audited Financial Statements for the years ended December 31, 2007 and 2006; Unaudited Financial Statements for the nine months ended September 30, 2008.

MEMORANDUM SUMMARY

This summary highlights information contained elsewhere in this memorandum but might not contain all of the information that is important to you. Before investing in our common stock, you should read the entire memorandum carefully, including the “Risk Factors” section and our historical financial statements and the notes thereto attached as part of this memorandum.

For purposes of this memorandum, unless otherwise indicted or the context otherwise requires, all references herein to “Securitas Edgar Filings, Inc.,” “Securitas,” the “Company,” “we,” “us,” and “our” refer to Securitas EDGAR Filings, Inc., a Nevada corporation.

The Company

Securitas EDGAR Filings, Inc. was formed as a Nevada corporation on November 17, 2006. We are in the sole business of providing data conversion and transmission services to companies and individuals that are required, pursuant to federal securities laws, to electronically file annual and quarterly reports, prospectuses, registration statements, and other documents with the United States Securities and Exchange Commission (“SEC”) via the SEC’s Electronic Data Gathering And Retrieval system, (“EDGAR”). The Company is a SEC registered Edgar Filing Agent.

EDGAR performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the SEC. Its primary purpose is to increase the efficiency and fairness of the securities market for the benefit of investors, corporations, and the economy by accelerating the receipt, acceptance, dissemination, and analysis of time-sensitive corporate information filed with the agency. This system requires participants or their filing agents to file disclosure information with the SEC in an electronic format rather than by traditional paper filing. This electronic format, usually in HTML or ASCII, and now in XBRL, includes additional submission information and coding tags within the document for aid in the SEC’s analysis of the document and retrieval by the public. In short, EDGAR allows registrants to file, and the public to retrieve, disclosure information electronically.

Securitas converts client documents into an acceptable EDGAR format and transmits these converted documents with the SEC via secure telecommunication. Emphasis on security, an efficient filing process, quality, and client satisfactions allows Securitas to offer value to SEC reporting companies and individuals.

Corporate Information

Securitas EDGAR Filings, Inc. was incorporated under the laws of the State of Nevada on November 17, 2006. Prior to the formation of Securitas, the business was operated within a Florida Limited Liability Company, where it was initially organized on October 31, 2005 as Xpedient Edgar Filings, LLC, and subsequently, on November 21, 2005, amended its Articles of Organization to change its name to Securitas Edgar Filings, LLC (“SEF LLC”).

Our Chief Executive Officer, Principal Accounting Officer, President and Secretary has not been in bankruptcy, receivership or any similar proceeding.

Our principal executive offices are located at 35 Meadow Street, Suite 308, Brooklyn, NY 11206. The telephone number at our principal executive offices is (718) 386-0230 and our toll free number is (866) 956-8241. Our website address is www.securitasfilings.com or also at www.sfilings.com. Information on our web site is not part of this memorandum.

The Offering


Securities Offered:	1,000,000 shares of common stock at $.05 per share

Common Stock Outstanding:
Prior to the offering	11,899,205 shares
After the offering	12,899,205 shares
(Assuming the sale of all shares offered)

Use of Proceeds:	The net proceeds of the offering, estimated at $45,000 (after deducting an estimated $5,000 in offering expenses) are expected to be used for working capital. See the section entitled “Use of Proceeds.”

Risk Factors:	Purchase of the shares of common stock offered hereby involves substantial risks, including but not limited to, risks associated with the need for additional financing, a lack of profitability, our dependence upon key personnel and external competition, among others. See “Risk Factors.”

No Market:	There is no market for our common stock and there can be no assurance that a market will develop.

SUITABILITY STANDARDS

An investment in our common stock is suitable only for persons who have sufficient financial means to afford a total loss of their investment (see “Risk Factors”) and who also have no need for liquidity with respect to their investment. Additionally, we will impose certain standards which prospective investors must meet in order to invest. These standards have been imposed to enable us to comply with our obligations under applicable federal and state securities laws. It should be noted that these suitability standards are minimum requirements for prospective investors and satisfaction of these requirements does not necessarily mean that the shares of our common stock are a suitable investment for a prospective investor.

The Company must reasonably believe that each such investor has sufficient financial means to afford a total loss of his investment and either alone or with his purchaser representative, has such knowledge and experience in financial and business matters that he is capable of adequately evaluating the merits and risks of the investment. Further, each investor must acquire the Shares for his own account and not for the account of others, for investment purposes only and not with a view to, or for, resale distribution or fractionalization thereof.

The Shares may be sold to an unlimited number of so called “accredited investors” as defined in Rule 230.501 under Regulation D.

The shares may be sold to no more than 35 non-accredited investors.

Prospective subscribers should be aware that some states impose more restrictive suitability requirements for investments than are imposed above. In the event a subscriber is a resident of a state which imposes more restrictive suitability standards than those described, the subscriber will be required to satisfy the more restrictive standards or requirements.

For purposes hereof, an “accredited investor,” as defined under the Securities Act shall mean any person who comes within any of the following categories, or who we reasonably believe comes within any of the following categories, at the time of the sale of shares of our common stock to that person:

(i)

any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a State or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(ii)

any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(iii)

any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(iv)

any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer or general partner of a general partner of that issuer;

(v)

any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase, exceeds $1,000,000;

(vi)

any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(vii)

any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Act; and

(viii)

any entity in which all of the equity owners are accredited investors.

Each investor must acquire the shares of our common stock for his own account and not for the account of others, for investment purposes only and not with a view to, or for resale, distribution or fractionalization thereof.

Prior to our acceptance of any subscription, each prospective investor must represent, by completing and signing the Subscription Agreement attached hereto as Exhibit A and having his representative(s), if any, complete a Purchaser Representative Questionnaire that:

he understands that the shares of our common stock represent a speculative, high risk investment, and that he must bear the economic risk of that investment for an indefinite period of time because the shares have not been registered under the Act or applicable state blue sky or securities laws and that he therefore cannot sell his shares unless they are subsequently so registered or an exemption from registration is available, and that any transfer will require our approval;

(i)

he understands that the shares of our common stock will bear a restrictive legend prohibiting transfers thereof except in compliance with the provisions of the Subscription Agreement and applicable securities laws and will not be transferred of record except in compliance therewith;

(ii)

he is acquiring the shares of our common stock for investment solely for his own account and without any intention of reselling or distributing them;

(iii)

if the prospective investor is not a natural person, it was not organized or reorganized for the specific purpose of acquiring the shares of our common stock;

(iv)

we have, during the course of the offering and prior to the sale of the shares of our common stock, accorded him and his representatives, if any, the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information, to the extent we or our agent possess such information or could have acquired it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in this memorandum;

(v)

he, alone or in conjunction with his purchaser representative, if any, has substantial knowledge and experience in business and financial matters, and is an experienced and sophisticated investor fully capable of evaluating the risks and merits of the proposed investment in the shares of our common stock;

(vi)

considering his business and financial circumstances (including, but not limited to, health problems, unusual family responsibilities and requirements for current income) and all other factors, the prospective investor is able to bear the economic risk of an illiquid investment in the shares of our common stock, including the risk of loss of the entire amount of the prospective investor’s investment; and

(vii)

the information provided by the prospective investor in his Subscription Agreement and Purchaser Representative Questionnaire (if applicable) is true and accurate.

We may make or cause to be made such further inquiry and obtain such additional information as we deem appropriate with regard to the suitability of prospective investors. We may reject subscriptions in whole or in part if, in our reasonable judgment, we deem such action to be in our best interest. If this offering is oversubscribed, we will, in our sole discretion, determine which subscriptions will be accepted.

If any information or representation made by a prospective investor or others acting on his behalf mislead us as to the financial or other circumstances of such investor, and if, because of any error or misunderstanding as to such circumstances, a copy of this memorandum is delivered to any prospective investor, this memorandum must be returned to us immediately. The suitability standards set forth herein may be altered or waived by us as to any particular investor or investors without notice of any kind.

THE SUITABILITY STANDARDS DISCUSSED ABOVE REPRESENT MINIMUM SUITABILITY STANDARDS FOR PROSPECTIVE INVESTORS. EACH PROSPECTIVE INVESTOR IS ENCOURAGED TO CONSULT WITH HIS LEGAL, TAX AND OTHER ADVISORS TO DETERMINE WHETHER AN INVESTMENT IN THE SHARES OF OUR COMMON STOCK IS APPROPRIATE IN HIS PARTICULAR CIRCUMSTANCES.

Prospective investors and purchaser representatives are urged to request any additional information they may consider necessary in making an informed investment decision. We will make available to each prospective investor and his purchaser representative, if any, the opportunity to ask questions of, and receive answers from, us or a person acting on our behalf concerning the terms and conditions of this offering or any other relevant matters. We will respond with any additional information necessary to verify the accuracy of the information set forth in this memorandum to the extent that we possess such information or can acquire it without unreasonable effort or expense.

RISK FACTORS

This memorandum contains forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of certain of the risk factors set forth below. The Shares being offered hereby involve a high degree of risk Prospective investors should consider the following risk factors inherent in and affecting the business of the Company and an investment in the Shares. Any of the following risks could adversely affect our business, financial condition and results of operations. We have incurred substantial losses from inception while realizing limited revenues and we may never generate substantial revenues or be profitable in the future.

RISKS RELATED TO OUR BUSINESS

WE NEED TO RAISE ADDITIONAL CAPITAL TO MEET OUR FUTURE BUSINESS REQUIREMENTS AND SUCH CAPITAL RAISING MAY BE COSTLY OR DIFFICULT TO OBTAIN AND COULD DILUTE CURRENT STOCKHOLDERS’ OWNERSHIP INTERESTS.

We are seeking to raise $50,000 at $.05 per share in this offering on a best efforts basis to implement our plan and meet our capital needs for the next 12 months of operations. We will use the proceeds from this offering to pay for administrative, conversion software upgrades, website upgrades, search engine optimization and other marketing strategies for our business. See the section entitled “Use Of Proceeds” for a description of the manner in which we plan to use proceeds from this offering. At this time, we have not secured or identified any additional financing. We do not have any firm commitments or other identified sources of additional capital from third parties or from our officer and director or from other shareholders. There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us. Any additional financing will involve dilution to our existing shareholders. If we do not obtain additional capital on terms satisfactory to us, or at all, it may cause us to delay, curtail, scale back or forgo some or all of our business operations, which could have a material adverse effect on our business and financial results and investors would be at risk to lose all or a part of any investment in our Company.

UNCERTAINTY EXISTS AS TO WHETHER OUR BUSINESS WILL HAVE SUFFICIENT FUNDS OVER THE NEXT 12 MONTHS THEREBY MAKING AN INVESTMENT IN SECURITAS SPECULATIVE.

We require additional financing to market our EDGAR conversion and submission services until sufficient revenue can be generated for us to be self-sustaining. Our management projects that in order to effectively bring its services to market, that it will require approximately $15,000.00 over the next 12 months to cover costs involved in the marketing and advertising of our services. In the event that we are unable to generate sufficient revenues through our marketing and advertising efforts, and before all of the funds now held by us and obtained by us through this offering are expended, an investment made in Securitas may become worthless.

WE ARE DEPENDENT UPON OUR CEO FOR HIS SERVICES AND ANY INTERRUPTION IN HIS ABILITY TO PROVIDE HIS SERVICES COULD CAUSE US TO CEASE OPERATIONS.

The loss of the services of our sole employee, Mr. Jeremy Pearman, our CEO, CFO, PAO, President, Secretary and Director, could have a material adverse effect on us. We do not maintain any key man life insurance on Mr. Pearman. The loss of Mr. Pearman’s services could cause investors to lose all or a part of their investment. Our future success will also depend on our ability to attract, retain and motivate other highly skilled employees. Competition for personnel in our industry is intense. We may not be able to retain our key employee or attract, assimilate or retain other highly qualified employees in the future. If we do not succeed in attracting new personnel or retaining and motivating our current personnel, our business will be adversely affected. In addition, the employment agreement with our key employee contains restrictive covenants that restrict his ability to compete against us or solicit our customers. These restrictive covenants, or some portion of these restrictive covenants, may be deemed to be against public policy and may not be fully enforceable. If these provisions are not enforceable, Mr. Pearman may be in a position to leave us and work for our competitors or start his own competing business. See "Business" and "Management" for detailed information on our key personnel.

OUR FUTURE SUCCESS WILL DEPEND ON OUR ABILITY TO INCREASE REVENUES.

We are in a highly fragmented market for the delivery of SEC EDGAR conversions and filings and face numerous risks and uncertainties in achieving increased revenues. We launched our website, located at www.securitasfilings.com and www.sfilings.com, in October 2005. During this period, we have invested in EDGAR conversion software, a dedicated network, computer equipment, and brochures and other such marketing materials to enable us to carry out our business plan. These expenditures have resulted in operating losses. In order to be successful, we must increase our revenues from the sale of our services to corporations and individuals subject to the reporting and disclosure requirements imposed by the SEC. In order to increase our revenues, we must successfully:

create and successfully implement a marketing plan to attract corporations and individuals to our EDGAR conversion and transmission services;

increase traffic to our website by developing relationships with popular websites and providers of business and financial information;

convert online visitors to clients;

generate revenues through the sale of our services to current public companies, those seeking to become public and individuals who need our filing services;

attract, retain and motivate qualified personnel with SEC EDGAR conversion experience to serve in various capacities, including sales and marketing positions;

upgrade our conversion software to enhance our EDGAR conversion and transmission services;

respond effectively to competitive pressures from other providers of EDGAR conversion services;

keep abreast of the changes by the SEC regarding its EDGAR system, especially with the advent of Interactive Data Electronic Applications (IDEA) to phase out EDGAR;

If we are not successful in the execution of these strategies, our business, results of operations and financial condition will be materially adversely affected.

WE HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO THE FUTURE AND THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY OR WE ARE UNABLE TO RAISE ADDITIONAL FUNDS, WE MAY ENTER INTO A BUSINESS COMBINATION WHICH MAY ULTIMATELY DECREASE SHAREHOLDER VALUE OR CAUSE US TO CEASE OPERATIONS.

Our net loss from inception through September 30, 2008 is $31,477. We expect to incur operating losses in future periods due to expenses associated with this offering, subsequent registration of the shares sold in this offering and current revenues and expenses. We cannot be sure that we will be successful in generating revenues in the future and in the event we are unable to generate sufficient revenues or raise additional funds we will analyze all avenues of business opportunities. Management may consider a merger, acquisition, joint venture, strategic alliance, a roll-up, or other business combination to increase business and potentially increase the liquidity of the Company. Such a business combination may ultimately fail, decreasing the liquidity of the Company and shareholder value or cause us to cease operations, and investors would be at risk to lose all or part of their investment in us.

FUTURE ENHANCEMENTS TO THE ANALYSIS OF INFORMATION FILED WITH THE SEC VIA EDGAR MAY ERODE DEMAND FOR OUR SERVICES.

The SEC is considering requiring registrants to submit financial information using the eXtensible Business Reporting Language (XBRL) format as a method to enhance the analysis of information filed with the SEC via EDGAR. XBRL is an open electronic standard that provides a format for tagging financial information. XBRL allows users to extract, exchange, analyze and display financial information. Our future success will depend on our ability to upgrade our conversion software to allow for XBRL conversion and filings and if we are unable to do so, our business, results of operations and financial condition would be materially adversely affected.

WE FACE INTENSE COMPETITION FROM OTHER PROVIDERS OF EDGAR CONVERSION SERVICES.

large financial printers, such as Bowne and RR Donnelly, which offer EDGAR conversion as part of their suite of services;

companies such as Advanced Computer Innovations, Inc. that offer EDGAR conversion services and sell conversion software;

law firms that provide EDGAR conversion services to the their SEC reporting clients;

web-based providers of EDGAR conversion services such as EDGARfilings, Ltd.; and

start-up companies entering the market

We also believe our ability to compete depends on a number of factors outside of our control, including:

the prices at which others offer competitive services, including aggressive price competition and discounting;

the ability and willingness of our competitors to finance customers' filing requirements;

the ability of our competitors to undertake more extensive marketing campaigns than we can;

the extent, if any, to which our competitors develop proprietary tools that improve their ability to compete with us;

the ability of our customers to perform the services themselves; and

the extent of our competitors' responsiveness to customer needs.

WE MAY NOT BE SUCCESSFUL IN INCREASING OUR BRAND AWARENESS WHICH WOULD ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

WE MAY NOT BE SUCCESSFUL IN DEVELOPING NEW AND ENHANCED SERVICES AND FEATURES.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY A DOWNTURN IN THE FINANCIAL SERVICES INDUSTRY.

OUR BUSINESS WOULD BE ADVERSELY AFFECTED IF WE ARE NOT ABLE TO CREATE AND DEVELOP AN EFFECTIVE DIRECT SALES FORCE.

Because a significant component of our growth strategy relates to increasing our revenues through the provision of EDGAR conversion and transmission services to companies and individuals subject to the SEC disclosure and reporting requirements, our business would be adversely affected if we were unable to develop and maintain an effective sales force to market our services to this customer group. We currently do not employ any sales staff to sell our services, which could have a material adverse effect on our business, results of operations and financial condition.

WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH.

WE FACE A RISK OF SYSTEM FAILURE.

Our ability to provide EDGAR content on a real-time basis depends on the efficient and uninterrupted operation of our computer and communications hardware and software systems. These systems and operations are vulnerable to damage or interruption from human error, natural disasters, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar events. Any system failure, including network, software or hardware failure, that causes an interruption in our service or a decrease in responsiveness of our Web site could result in an inability to transmit documents via EDGAR, reduced transmission turnaround, reduced revenue and harm to our reputation, brand and relations with advertisers. Our business, results of operations and financial condition could be materially adversely affected by any event, damage or failure that interrupts or delays our operations.

IF WE DO NOT SUCCESSFULLY ESTABLISH AND MAINTAIN OUR COMPANY AS A HIGHLY TRUSTED AND RESPECTED NAME FOR EDGAR CONVERSION AND TRANSMISSION SERVICES OR ARE UNABLE TO ATTRACT AND RETAIN CLIENTS, WE COULD SUSTAIN LOSS OF REVENUES, WHICH COULD SIGNIFICANTLY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

In order to attract and retain a client base and increase business, we must establish, maintain and strengthen our name and the services we provide. In order to be successful in establishing our reputation, clients must perceive us as a trusted source for quality services. If we are unable to attract and retain clients with our current marketing plans, we may not be able to successfully establish our name and reputation, which could significantly affect our business, financial condition and results of operations.

WE HAVE NOT BEGUN TO DESIGN ANY ADVERTISING OR MARKETING PROGRAMS AND IF WE FAIL TO ATTRACT CUSTOMERS TO USE OUR SERVICES, WE WILL NOT BE ABLE TO GENERATE REVENUES WHICH COULD SIGNIFICANTLY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We plan to primarily target and market our services directly to senior executives of OTCBB companies. The Company’s primary marketing efforts will center on paid advertisements on the internet. We believe that building awareness of our conversion and transmission service will be critical in increasing our client base. We have not begun to design any online advertising and marketing programs and even if we are successful in designing these programs, we cannot assure you that we will be successful in attracting customers. If we fail to attract customers to use our services, we will be unable to generate revenues, which could significantly affect our business, financial condition and results of operations.

THERE ARE RELATIONSHIPS WITHIN THE EDGAR INDUSTRY THAT MUST BE MAINTAINED, AND IF WE FAIL TO DEVELOP LONG-TERM RELATIONSHIPS WITH CUSTOMERS OUR SUCCESS WOULD BE JEOPARDIZED WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY'S BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

GOVERNMENT REGULATION MAY IMPACT OUR OPERATIONS DUE TO CHANGES IN THE WAY THE SEC ACCEPTS ELECTRONIC FILINGS.

ANY TEMPORARY CESSATION IN OPERATIONS COULD CAUSE US TO LOSE CLIENTS.

SMALL PUBLIC COMPANIES ARE INHERENTLY RISKY AND WE MAY BE EXPOSED TO MARKET FACTORS BEYOND OUR CONTROL. IF SUCH EVENTS WERE TO OCCUR IT MAY RESULT IN A LOSS OF YOUR INVESTMENT.

Managing a small public company involves a high degree of risk. Few small public companies ever reach market stability and we will be subject to oversight from governing bodies and regulations that will be costly to meet. Our present officer has limited experience in managing a fully reporting public company, so we may be forced to obtain outside consultants to assist us with meeting these requirements. These outside consultants are expensive and can have a direct impact on our ability to be profitable. This will make an investment in our Company a highly speculative and risky investment.

WE WILL INCUR INCREASED COSTS AS A RESULT OF BECOMING A PUBLIC COMPANY.

We have plans to become a publicly traded company in the U.S. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC and the National Association of Securities Dealers (the “ NASD ”). We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, if we can obtain such insurance at all. We may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar liability coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

RISKS RELATED TO OUR INDUSTRY

WE ARE DEPENDENT ON THE INTERNET INFRASTRUCTURE.

WE ARE SUBJECT TO UNCERTAIN GOVERNMENT REGULATION AND OTHER LEGAL UNCERTAINTIES RELATING TO THE INTERNET.

There are currently few laws or regulations that specifically regulate communications or commerce on the Internet. Any new laws or regulations relating to the Internet could adversely affect our business. In addition, current laws and regulations may be applied and new laws and regulations may be adopted in the future that address issues such as user privacy, pricing, taxation and the characteristics and quality of products and services offered over the Internet. For example, several telecommunications companies have petitioned the Federal Communications Commission to regulate Internet service providers and online service providers in a manner similar to long distance telephone carriers and to impose access fees on these companies. This could increase the cost of transmitting data over the Internet, which could increase our expenses and discourage people from using the Internet to obtain business and financial information. Moreover, it may take years to determine the extent to which existing laws relating to issues such as property ownership, libel and personal privacy are applicable to the Internet.

WE FACE WEB SECURITY CONCERNS THAT COULD HINDER INTERNET COMMERCE.

Any well-publicized compromise of Internet security could deter more people from using the Internet or from using it to conduct transactions that involve transmitting confidential information, such as stock trades or purchases of goods or services. Because a portion of our revenue is based on individuals using credit cards to purchase subscriptions over the Internet and a portion from advertisers who seek to encourage people to use the Internet to purchase goods or services, our business could be adversely affected by this type of development. We may also incur significant costs to protect against the threat of security breaches or to alleviate problems, including potential private and governmental legal actions, caused by such breaches.

RISKS ASSOCIATED WITH THIS OFFERING

THERE IS NO FIRM COMMITMENT TO PURCHASE THE SHARES OF COMMON STOCK BEING OFFERED, AND AS A RESULT INITIAL INVESTORS ASSUME ADDITIONAL RISK.

This is a best efforts, no minimum offering of shares of our common stock being conducted solely by certain members of our management. There is no commitment by anyone to purchase any of the shares being offered. We cannot give any assurance that any or all of the shares will be sold. There is no minimum and we will retain any amount of proceeds received from the sale of the shares . Moreover, there is no assurance that our estimate of our liquidity needs is accurate or that new business development or other unforeseen events will not occur, resulting in the need to raise additional funds. As this offering is a best efforts financing, there is no assurance that this financing will be completed or that any future financing will be affected. Initial investors assume additional risk on whether the offering will be fully subscribed and how the Company will utilize the proceeds.

OUR LACK OF BUSINESS DIVERSIFICATION COULD CAUSE YOU TO LOSE ALL OR SOME OF YOUR INVESTMENT IF WE ARE UNABLE TO GENERATE REVENUES FROM OUR PRIMARY SERVICES.

OUR BYLAWS AND THE NEVADA REVISED STATUTES CONTAIN PROVISIONS THAT LIMIT THE LIABILITY AND PROVIDE INDEMNIFICATION FOR OUR OFFICERS AND DIRECTORS.

THE SECURITIES BEING OFFERED ARE RESTRICTED SHARES OF OUR COMMON STOCK AND AN INVESTMENT IN OUR COMMON STOCK WILL BE ILLIQUID.

We are offering shares of our common stock pursuant to an exemption from registration under the Securities Act which imposes substantial restrictions on the transfer of such securities. All certificates which evidence the shares will be inscribed with a printed legend which clearly describes the applicable restrictions on transfer or resale by the owner thereof. Accordingly, each investor should be aware of the long-term illiquid nature of his investment. In no event may such securities be sold, pledged, hypothecated, assigned or otherwise transferred unless such securities are registered under the Securities Act and applicable state securities laws or we received an opinion of counsel that an exemption from registration is available with respect thereto. Rule 144, the primary exemption for resales of restricted securities is only available for securities of issuers providing current information to the public. While we will be required to make such information available should we conduct an initial public offering, and assuming such public offering is in fact successfully carried out, we do not currently make such information available precluding reliance on Rule 144. Thus, each investor should be prepared to bear the risk of such investment for an indefinite period of time. See the sections entitled “Description of Securities” and “Placement of the Offering”.

THERE IS CURRENTLY NO MARKET FOR OUR COMMON STOCK, AND WE DO NOT EXPECT THAT A MARKET WILL DEVELOP IN THE FORESEEABLE FUTURE MAKING AN INVESTMENT IN OUR COMMON STOCK ILLIQUID.

EVEN IF A MARKET DEVELOPS FOR OUR SHARES, OUR SHARES MAY BE THINLY TRADED WITH WIDE SHARE PRICE FLUCTUATIONS, LOW SHARE PRICES AND MINIMAL LIQUIDITY.

If a market for our shares develops, the share price may be volatile with wide fluctuations in response to several factors, including:

Potential investors’ anticipated feeling regarding our results of operations;

Increased competition;

Our ability or inability to generate future revenues; and

Market perception of the future of development of EDGAR filing services.

WE ARBITRARY DETERMINED THE OFFERING PRICE AND THERE HAS BEEN NO INDEPENDENT VALUATION OF THE STOCK, WHICH MEANS THAT THE STOCK MAY BE WORTH LESS THAN THE PURCHASE PRICE.

The offering price of the shares of common stock has been arbitrarily determined without independent valuation of the shares by our management based on estimates of the price that purchasers of speculative securities, such as our common stock, will be willing to pay considering our nature and capital structure, the experience of the officers and directors and the market conditions for the sale of equity securities in similar companies. The offering price of the shares bears no relationship to our assets, earnings or book value, or any other objective standard of value and thus the shares may have a value significantly less than the offering price and the shares may never obtain a value equal to or greater than the offering price. See the section entitled “Placement of the Offering” elsewhere in this memorandum.

YOU WILL INCUR SUBSTANTIAL AND IMMEDIATE DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES IN THIS OFFERING.

As of September 30, 2008, the net tangible book value of our common stock was $21,891 or approximately $0.002 per share based upon 11,899,205 shares outstanding.

WE DO NOT ANTICIPATE DIVIDENDS TO BE PAID ON OUR COMMON STOCK AND INVESTORS MAY LOSE THE ENTIRE AMOUNT OF THEIR INVESTMENT.

OUR EXECUTIVE OFFICER AND MAJORITY STOCKHOLDER MAY SIGNIFICANTLY INFLUENCE MATTERS TO BE VOTED ON AND THEIR INTERESTS MAY DIFFER FROM, OR BE ADVERSE TO, THE INTERESTS OF OUR OTHER STOCKHOLDERS.

The Company’s executive officer and majority stockholder control 100% of our outstanding common stock prior to this Offering. Assuming the sale of 1,000,000 shares of our common stock, the Company’s executive officer and majority stockholder will control approximately 92% of the Company’s outstanding common stock. Accordingly, the Company’s executive officer and majority stockholder possess significant influence over the Company on matters submitted to the stockholders for approval, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. This amount of control gives them substantial ability to determine the future of our Company, and as such, they may elect to close the business, change the business plan or make any number of other major business decisions without the approval of shareholders. The interest of our majority stockholders may differ from the interests of our other stockholders and could therefore result in corporate decisions that are adverse to other stockholders.

WE HAVE SOUGHT OR INTEND TO SEEK AN EXEMPTION IN MULTIPLE STATES FOR THIS OFFERING; HOWEVER, THERE CAN BE NO ASSURANCE THAT AN INVESTOR IN THIS OFFERING WILL HAVE A SIMILAR EXEMPTION COVERING THEIR RESALE AND WE DO NOT CURRENTLY HAVE PLANS TO QUALIFY ANY RESELLS IN ANY STATE.

For this offering, we have sought or intend to seek in multiple states an exemption from registration for securities offered and sold under Rule 506 of Regulation D of the Securities Act. There can be no assurance that a subscriber to this offering will have a state exemption for their resale. We do not currently have plans to qualify any resells in any state. In the event that a subscriber to this offering does not have available a state exemption for the transfer of his shares and we have not qualified such transfers in the state, the subscriber will not be able to transfer his shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This memorandum includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). These forward-looking statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may affect our actual results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. In some cases you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “would”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “continue”, or the negative of such terms or other similar expressions. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this memorandum. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this memorandum might not occur.

USE OF PROCEEDS

We intend to use the net proceeds of this offering to fund working capital including, but not limited to, marketing and advertising, and investment in technology (specifically software upgrades as IDEA phases out EDGAR) to enhance our infrastructure. The table below depicts how we plan to utilize the proceeds in the event that 15%, 25%, 50%, 75% and 100% of the shares in this offering are sold; however, the amounts actually expended for working capital as well as other purposes may vary significantly and will depend on a number of factors, including the amount of our future revenues and the other factors described under “Risk Factors.” Accordingly, we will retain broad discretion in the allocation of proceeds of this offering.


	Shares Sold

Purpose	150,000	250,000	500,000	750,000	1,000,000

Marketing and Advertising	$ 1,500	$ 3,500	$ 13,500	$ 20,000	$ 28,000
Conversion Software Upgrade	0	2,500	2,500	3,000	3,000
General and Administrative	1,000	1,500	4,000	5,500	6,000
Independent Contracts / Personnel	0	0	0	4,000	8,000
Net Proceeds ⁽¹⁾	$ 2,500	$ 7,500	$ 20,000	$ 32,500	$ 45,000

(1)

After deducting expenses of $5,000, which we estimate that we will incur in connection with the offering, including but not limited to, legal fees, accounting fees, printing costs and state and federal filing fees, if any.

DIVIDEND POLICY

DILUTION

Our net tangible book value as of September 30, 2008 was $21,891or $.002 per share of common stock. Net tangible book value per share represents the amount of total tangible assets less total liabilities, divided by the shares of common stock outstanding as of September 30, 2008. The net tangible book value as of September 30, 2008, to reflect the issuance and sale of all of the shares offered at $.05 per share and deductions for estimated offering expenses estimated at $5,000, was $45,000 or $.045 per share. This represents an immediate increase in net tangible book value of $.0003 per share to existing stockholders and an immediate dilution of $.04 per share to new investors. The following table illustrates this per share dilution.


Offering price per share		$0.05

Net tangible book value per share at September 30, 2008	$0.002
Increase in the net tangible book value per share	$0.003
Attributable to existing shareholders

Net tangible book value after this offering (adjusted)		$0.005

Dilution per share to new investors		$0.04

DESCRIPTION OF BUSINESS

Overview

EDGAR and Industry Background

Principal Products or Services and Their Markets

The principal business of Securitas is to service clients subject to the SEC’s federally mandated reporting disclosure obligations with their EDGAR filing obligations. We provide data conversion and transmission services to companies and individuals that are required, pursuant to federal securities laws, to electronically file annual, quarterly and event specific reports, prospectuses, registration statements, and other documents with the SEC via EDGAR. EDGAR performs automated collection, validation, indexing, acceptance, and forwarding of submissions and its primary purpose is to increase the efficiency and fairness of the securities market for the benefit of investors, corporations, and the economy by accelerating the receipt, acceptance, dissemination, and analysis of time-sensitive corporate information filed with the agency.

IDEA – Launch of New Paradigm

How We Generate Revenue

Securitas is a full-service EDGAR filing company that files EDGAR reports on behalf of public companies with the SEC. The scope of our work is as follows:

applying for EDGAR access codes (CIK, CCC, and Passwords) for clients;

conversion of documents to acceptable EDGAR formats;

electronic transmission of the converted documents with the SEC via EDGAR.

Securitas' EDGAR filing services offer completely integrated filing solutions to securely manage the receipt, conversion and transmission of our clients non-publicly disclosed documents and communications. In addition to prompt response and turnaround time, accuracy, and cost-effective EDGAR filing solutions, we provide value by ensuring that information is only accessible to the right people, at the right time, in real time.

We provide our clients with a secure, reliable, fast and cost-efficient service to file documents with the SEC. We currently utilize software to automate the conversion process. The use of this software eliminates a significant portion of labor that would otherwise be required without the software. Much of the work that we do involves editing and formatting the word processor and spreadsheet documents for conversion, so that the software can convert the formatted documents into an acceptable EDGAR format.

Distribution Methods of Securitas Services

Our Company has one primary revenue stream; generating revenue from converting documents for companies that need to file electronically through the EDGAR system. Our fee structure for these services is by-the-page, and focuses primarily on registration statements, quarterly and annual filings, and Section 16 filings for company officers and directors including, but not limited to: Forms 3, 4, 5, 8-A, 10, 10-SB, 10-Q, 10-QSB, 10-K, 10-KSB, 8-K, 20-F, S-1, SB-2, S-3, S-4, S-8, and 144.

For each small client (existing publicly traded companies) that Securitas is able to sign, we can generate approximately $1,000 to $2,500 in annual revenues, due to the filing of each client’s quarterly and annual SEC regulatory filings. This range is based on the Company’s current basic fee structure, in which we charge $10 for each regular page we convert to EDGAR form, and $3 for each table. We also charge additional fees for live, not test, filings, document editing work, including HTML source code, rush or expedited services, and other reports and amended filings. In addition, for new company clients (companies that are in the process of going public), we can generate anywhere from $1,000 to $5,000 in initial revenues, assisting these companies with their filing requirements through the going public stage.

It must be noted, however, that many companies may wish to electronically file documents in-house, or may turn to other sources to file their EDGAR documents, which in turn, may detrimentally impact our anticipated revenue sources. As such, the Company’s industry segment is characterized reoccurring revenues. Though we have not fully implemented our new direct marketing plan, we strive to maintain a good working relationship with our existing client base, and build prospect leads from these relationships.

The Company’s Growth Strategy

In addition to implementing a targeted direct marketing plan towards small issue OTCBB companies, via direct mailings, and e-mail and telephone solicitations, and growing our referral client base with existing service providers, we plan to search for ways to expand our Company’s internet presence via online search engine optimization to increase traffic to the Company website. Search engine optimization would provide us with a targeted advertising solutions to reach and promote our EDGAR filing services with qualified customers.

Our Competition

Dependence on Limited Customers

Need for Government Approval of Principal Products or Services

None of the services we offer require specific government approval. We must obtain special codes from the Securities and Exchange Commission annually to act as an independent filer agent. There are no special requirements that are necessary to obtain these codes.

Employees

On January 1, 2007, the Company entered into an employment agreement with Jeremy Pearman to serve as its Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President and Secretary. The agreement shall continue for a term of twenty-four months and shall be renewed annually thereafter unless terminated by the Company or Mr. Pearman. Mr. Pearman currently provides all of the labor necessary to support our EDGAR filing operation. Under the terms of the agreement, Mr. Pearman does not currently receive a salary, and has decided to forego salary until the Company generates enough revenue and profits to support a salary. At a future date, dependent upon favorable market demand and stable revenues, the Company may negotiate with Mr. Pearman for compensation for his services. At present, Mr. Pearman devotes at least 20 hours per week to our business, though these hours increase around filing deadlines.

In an effort to expand our existing client base, the Company employed a Director of Business Development, who was in charge of all sales and marketing operations for the Company, for the 4 ^th Quarter of 2007. However, by mutual agreement, this individual is no longer employed with the Company, and we do not have any plans to hire any additional employees in the near future, until such time as additional staff is required to support our operations. Mr. Pearman currently handles all sales and marketing operations for the near future, though we may explore the possibility of hiring a part-time marketing and sales director as we expand our operations.

Significant Purchases of Plant and Equipment

We do not anticipate any significant purchases of plant and equipment in the near future. Our main tools for work production are computers, Internet access, and special EDGAR conversion software. At this time, we have the computers, Internet capabilities, and software necessary to provide high quality services to our clients. With the advent of IDEA by the SEC in the near future, and the new emphasis on interactive date (XBLR), we expect to upgrade our software to keep abreast of these changes. Some of the proceeds from this offering will be used to make these upgrades.

Liquidity & Capital Resources

As of September 30, 2008 our total current assets were $19,557, which consisted of $16,312 in cash, $2,892 in customer accounts receivable and $353 in sundry current assets. We had liabilities consisting of $64 in accounts payable and $3,250 in loans payable to a stockholder as of September 30, 2008 and our total working capital was $16,243. We expect to incur losses over the next twelve months.

PROPERTY

Securitas’ principal office is located at 35 Meadow Street, Suite 308, Brooklyn, NY 11206. On August 1, 2008 we entered into a one-year renewable lease for this space for $850.00 per month. The sublease agreement also provides that we are responsible for one hundred percent (100%) of monthly office expenses. The lease expires on July 31, 2009 and is renewable for an additional year. The Company believes that this space will be sufficient for its needs for the period ending July 31, 2009 or until such time as Company growth necessitates the need to find larger office space. At such time, Securitas does not anticipate purchasing any real estate, nor, does it anticipate purchasing any real property for its office.

LEGAL PROCEEDINGS

No proceedings are pending to which the Company or any of its property is subject, nor to the knowledge of the Company, are any such legal proceedings threatened against the Company.

MANAGEMENT

Executive Officer and Director

Our executive officer and director, and his age and positions as of the date of this memorandum, are as follows:

Name

Age

Position

Mr. Jeremy B. Pearman

CEO, CFO, PAO, President,

Secretary, Director

Jeremy B. Pearman was elected on January 1, 2007 to serve as our CEO, CFO, PAO, President, Secretary and Director of Securitas. Contemporaneous with Securitas, beginning December, 2003 through Present, Mr. Pearman has served as President of J.B. Pearman Enterprises, LLC, a real estate investment and development company in Louisville, KY. Mr. Pearman earned his B.S. and M.B.A. degrees from Washington University in St. Louis, his JD degree from the Boston University School of Law, and his LLM degree in taxation from the Georgetown University Law Center.

EXECUTIVE COMPENSATION

On January 1, 2007, the Company entered into an employment agreement with Jeremy Pearman to serve as its Chief Executive Officer, Principal Accounting Officer, President and Secretary. The agreement shall continue for a term of twenty-four months and shall be renewed annually thereafter unless terminated by the Company or Mr. Pearman. Under the terms of the agreement, Mr. Pearman does not currently receive a salary. At a future date, dependent upon favorable market demand and stable revenues, the Company may negotiate with Mr. Pearman for compensation for his services.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this memorandum, the number of shares of common stock owned of record and beneficially by executive officers, directors, persons who hold 5% or more of our outstanding common stock, and by all officers and directors as a group:


	Number of Shares	Percentages
Name and Address ⁽¹⁾⁽²⁾	Owned Beneficially	Before Offering	After Offering

Kwajo M. Sarfoh	8,353,750	70.0%	65.0%
Jeremy B. Pearman	3,545,455	30.0%	27.0%
All officers and directors as a group	11,899,205	100.0%	92.0%

⁽¹⁾

The persons named in the above table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

⁽²⁾

Business Address is 35 Meadow Street, Suite 308, Brooklyn, NY 11206.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of March 1, 2009, our officer and founder own more than 10% each of the Company, and together this group controls 100% of the common stock of the Company.

DESCRIPTION OF CAPITAL STOCK

We have authorized capital stock consisting of 50,000,000 shares of common stock, $.001 par value per share.

Common Stock

We are authorized to issue 50,000,000 shares of common stock, par value $0.001 per share. As of March 1, 2009, we had 11,899,205 shares of common stock issued and outstanding. All of these shares are validly authorized and issued, fully paid, and nonassessable.

The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of our stockholders. Holders of our common stock are entitled to receive ratably dividends as may be declared by our board of directors out of funds legally available for such purpose. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets remaining, if any, after payment of liabilities. Holders of our common stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares.

Registration Rights

We have agreed to provide certain registration rights with respect to the shares of our common stock purchased in this offering. We plan to file a registration statement within 45 days of closing this offering. See the Registration Rights Agreement attached hereto as Exhibit B .

SHARES ELIGIBLE FOR FUTURE SALE

Future sales of substantial amounts of our common stock could adversely affect prices of our common stock prevailing from time to time, and could impair our ability to raise capital through the sale of equity securities.

Upon completion of this offering, assuming the sale of 1,000,000 shares, there will be 12,899,205 shares of common stock outstanding. All of the shares sold in this offering will be issued pursuant to exemptions from registration under the Securities Act. All such shares will constitute restricted securities as that term is defined by Rule 144 of the Securities Act and will bear appropriate legends, restricting transferability.

Restricted securities may not be sold except pursuant to an effective registration statement filed by the Company or an applicable exemption from registration, including an exemption under Rule 144 promulgated under the Securities Act.

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), other than a person who has been an affiliate of the Company within a 90-day period prior to the date of sale, who owns shares that were purchased from us (or any affiliate), may sell such shares after a holding period of at least six months in compliance with the applicable requirements of Rule 144. Following a holding period of one year, non-affiliates may sell shares subject to reduced requirements as set forth in Rule 144. Affiliates of the Company are subject to similar restrictions, together with certain additional restrictions that they will only be entitled to sell within any three-month period a number of shares that does not exceed 1% of the then outstanding shares of our common stock. Additional requirements are also applicable to Affiliate sales following a holding period of one year. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

As of the date of this memorandum, all of the currently issued and outstanding shares have been held by our shareholders for at least six months and therefore should be considered to be eligible for sale in compliance with the terms, conditions and requirements of Rule 144.

PLACEMENT OF THE OFFERING

Our officers and directors will sell or arrange for the sale of the shares of our common stock being offered herein. The shares will be offered on a “best-efforts”, no minimum basis. The offering will remain open until September 30, 2009 unless the offering is completed or terminated earlier in our sole discretion. We may extend the offering for an additional ninety (90) days in our sole discretion. Our officers and directors will not receive any sales commissions or compensation, other than their regular salary or fee, if any, for shares of our common stock sold by them.

The shares are offered by us subject to prior sale, subject to certain conditions including prior approval of certain legal matters by our counsel, subject to our right to accept or reject subscriptions in our sole discretion and subject to withdrawal or modification of such offer without notice.

Prior to the offering, there has been no public market for our common stock and no such market is expected to develop with respect to our common stock unless and until we complete a public offering, if ever. We determined the price of $.05 per share of our common stock in this offering. The factors which we considered in determining the offering price include, among others, our past, present and projected results of operations, the future prospects for the industry in which we compete and/or propose to compete, the quality of our management, the current market prices of similar securities of early-stage companies and the general condition of the securities markets at the time of the offering, as well as the information generally set forth in this memorandum regarding us. The offering price however, should not be considered as an indication of the actual value of our common stock. After completion of this offering, the market price of our common stock is subject to change as a result of market conditions and other factors. An investor in shares of our common stock in this offering will incur substantial and immediate dilution in the net tangible book value per share of common stock from the price they pay for such share. See the section entitled “Risk Factors, Risk Related to This Offering” elsewhere in this memorandum.

Each prospective investor must complete and submit the Subscription Agreement, and Purchaser Representative Questionnaire, if applicable, both of which are included in Exhibit A attached hereto.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon by Robert Diener, Esq.

EXPERTS

Paritz & Company, P.A., has audited our financial statements for the years ended December 31, 2007 and 2006 and has reviewed the balance sheet of Securitas as of September 30, 2008, and the related statements of loss, stockholders’ deficiency and cash flows for the period from December 31, 2007 to September 30, 2008, as set forth in their report.

ADDITIONAL INFORMATION

This memorandum does not contain all of the information with respect to the various agreements and other documents referred to herein. The delivery of this memorandum at any time does not imply that the information contained herein is correct as of any time subsequent to the date hereof. For further information with respect to us and the shares of common stock being offered hereby, any prospective purchaser should contact Mr. Pearman at Securitas EDGAR Filings, Inc., 35 Meadow Street, Suite 308, Brooklyn, NY 11206, or at (718) 386-0230, or (502) 500-0091.

[This space intentionally left blank]

SECURITAS EDGAR FILINGS, INC.

A Nevada Corporation

Instructions For Completion of Subscription Documents

All persons who wish to purchase shares of common stock, par value, $.001 per share (the “Shares”), of Securitas Edgar Filings, Inc. (“Company”), a Nevada corporation, must carefully read and execute the attached documents according to the following instructions and return them to Securitas Edgar Filings, Inc., c/o Jeremy Pearman, 35 Meadow Street, Suite 308, Brooklyn, NY 11206; NO SUBSCRIPTIONS CAN OR WILL BE ACCEPTED UNLESS THE SUBSCRIPTION DOCUMENTS WHICH FOLLOW ARE COMPLETED IN FULL ACCORDING TO THE INSTRUCTIONS WHICH FOLLOW.

Subscription Agreement

This document, which makes certain representations concerning the prospective investor, must be completed as follows:

Fill in the name, address and background information required by questions 1 through 6 and the accredited investor category and related business and financial data required by question 7 appearing on pages 2 through 4.

Insert the number of Shares subscribed for and the total cash payable at closing ($.05 times the number of Shares subscribed for) in question 13 on page 7. (There is a minimum purchase of 15,000 Shares unless a subscription for less is approved by the Company).

Complete the ownership registration information required by question 14 on page 7.

Date, sign and complete the information called for on the Signature Page on page 8.

Broker/Dealer Certification

If a broker/dealer participated in the sale of the Shares, the participating broker/dealer should complete and return the Broker/Dealer Certification appearing on page 9.

Purchaser Representative Questionnaire

If you are relying upon another person to analyze this investment or otherwise in making your investment decision, such person must complete, date and sign the Purchaser Representative Questionnaire on pages 10 through 11. In addition, you must acknowledge such person as your Purchaser Representative by signing on page 11.

Initial Capital Contribution

Please make your check payable to the order of “Securitas Edgar Filings, Inc.” in the amount of $.05 times the number of Shares subscribed for and return the same to the Company. Please note that the minimum investment is 15,000 shares, or $750.00, although we may, in our sole discretion, accept subscriptions for a lesser amount.

SECURITAS EDGAR FILINGS, INC.

A Nevada Corporation

SUBSCRIPTION AGREEMENT

Jeremy Pearman

Securitas Edgar Filings, Inc.

35 Meadow Street

Suite 308

Brooklyn, NY 11206

Dear Ladies and Gentleman:

The following information is furnished as the undersigned’s subscription for shares of common stock, $.001 par value per share (the “Shares”), offered by Securitas Edgar Filings, Inc. , a Nevada corporation (the “Company”) and for you to determine whether the undersigned is qualified to purchase Shares. I, the undersigned, understand that you will rely upon the following information for purposes of such determination and that the Shares will be registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the exemption from registration provided by Rule 506 of Regulation D and comparable provisions of applicable state securities laws.

I also understand that, in connection with my status as an Accredited Investor as defined by Rule 215 of the Act, I may be required to supply a balance sheet, prior years federal income tax returns or other appropriate documentation to verify and substantiate my status as an Accredited Investor.

ALL INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT WILL BE TREATED CONFIDENTIALLY. However, it is agreed that you may present this document to such parties as you deem appropriate if called upon to establish that the proposed offer and sale of the Shares is exempt from registration under the Act or meets the requirements of applicable state securities laws. I understand that a false statement by me will constitute a violation of my representations and warranties under this Subscription Agreement and may also constitute a violation of law, for which a claim for damages may be made against me. My investment in the Shares will not be accepted until the Company determines that I satisfy all of the suitability standards established by the Company.

I, the undersigned Subscriber, hereby supply you with the following information and representations:

Full Name:

Residence address (no P.O. Boxes please) and telephone number:

Business address and telephone number:

State in which the undersigned maintains principal residence:

State in which the undersigned is registered to vote:

If this investment is to be made by an entity (i.e. pension plan, profit sharing plan, trust, etc.), the undersigned further represents to you as follows:

Name and address of entity making purchase (use full legal name):

Name and address of person making investment decisions on behalf of the above entity:

Position or title of person making investment decision on behalf of the above entity:

A. I certify that I am an Accredited Investor because I fall within one of the following categories:

(PLEASE CHECK APPROPRIATE CATEGORY)

$1,000,000 Net Worth Natural Person. A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase, exceeds $1,000,000.

$200,000 Income Natural Person. A natural person who had “individual income” in excess of $200,000 in each of the two most recent years and who reasonably expects “income” in excess of $200,000 in the current year.

$300,000 Income Natural Person. A natural person who had “joint income” with his or her spouse in excess of $300,000 in each of the two most recent years and who reasonably expects joint income in excess of $300,000 in the current year.

Corporate, Partnership or Trust Investor. The investor is a corporation, partnership or trust, not formed for the specific purpose of acquiring the securities offered herein, with total assets in excess of $5,000,000 and in the case of a trust, whose purchases are directed by a sophisticated person.

Bank, Insurance Company, Investment Company, Business Development Company, etc., Investor. The investor is a bank, insurance company, registered investment company, business development company, small business investment company or employee benefit plan having assets in excess of $5,000,000 or administered by an accredited investor.

Officers of Company. The investor is an executive officer or director of the Company.

I represent that I am not an accredited investor. _______

I further represent to you as follows:

Employer and position of person making investment decision:_________________________

___________________________________________________________________________

Prior employment (5 years) of person making investment decision:

(1)

________________________________________________________________________

(2)

________________________________________________________________________

Duties of (1) ______________________________________________

Duties of (2) ______________________________________________

Date of employment:

(1)

________________________________________________________________________

(2)

________________________________________________________________________

Prior Investments of Purchaser:

Amount (Cumulative):

Real Estate

Up to

$50,000 to

Over

None

$50,000

$150,000

Common Stock

Up to

$50,000 to

Over

None

$50,000

$150,000

Bonds

Up to

$50,000 to

Over

None

$50,000

$150,000

Other

Up to

$50,000 to

Over

None

$50,000

$150,000

My “Individual Income” from all sources, is at least:

2006 (actual)

$50,000

$100,000

$200,000

2007 (actual)

$50,000

$100,000

$200,000

2008 (actual)

$50,000

$100,000

$200,000

My personal net worth, either individually or with my spouse, is in excess of:

$250,000, exclusive of homes, home furnishings and automobiles.

$500,000, exclusive of homes, home furnishings and automobiles.

$750,000, exclusive of homes, home furnishings and automobiles.

$1,000,000, including all personal assets and liabilities

I represent that I either:

(PLEASE CHECK APPROPRIATE CATEGORY)

Have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of an investment in the Shares and am not relying upon a Purchaser Representative and do not need one; or

Have obtained the services of a Purchaser Representative as defined in Regulation D (“Purchaser Representative”), in connection herewith whose name is:

________________________________________________________________________________________________________________________________________________

(The Purchaser Representative submits for your files a copy of the attached Purchaser Representative Questionnaire.) The undersigned and the above named Purchaser Representative together have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in the Shares.

Representations and Warranties. I, the undersigned, represent and warrant as follows:

I am purchasing the Shares and I have been supplied with a Memorandum dated February 15, 2009. I understand that all documents, records and books pertaining to this investment have been made available by the Company for inspection by me or my attorney, accountant or Purchaser Representative. I am familiar with the Company’s business objectives and the financial arrangements in connection therewith and I believe that the Shares I am purchasing are the kind of securities that I wish to hold for investment and that the nature and amount of the Shares are consistent with my investment program. I, and my advisor(s), have had a reasonable opportunity to ask questions of and receive answers from the Company, concerning the Company and the Shares and all such questions have been answered to my full satisfaction. I, or my representatives, have made such investigation of the facts and circumstances regarding my purchase of the Shares as I have deemed necessary.

Subject to the terms and conditions hereof, I hereby irrevocably tender this Subscription Agreement for the purchase of the number of Shares indicated in Paragraph 13 below. Payment of the full amount of $.05 per Share accompanies the delivery of this Subscription Agreement. I am aware that the subscription herein is irrevocable but that the Company has the unconditional right to accept or reject this subscription in whole or in part, and that the sale of Shares pursuant hereto is subject to the approval of certain legal matters by counsel and to other conditions. If my subscription is not accepted for any reason whatsoever, my money will be returned in full, without interest thereon or deduction therefrom, and the Company will be relieved of any responsibility or liability which might be deemed to arise out of my offer to subscribe for Shares.

I have, either alone or together with my Purchaser Representative, such knowledge and experience in business and financial matters as will enable me to evaluate the merits and risks of the prospective investment and to make an informed investment decision. I am also aware that no state or federal agency has reviewed or endorsed the Shares, and that the Shares involve a high degree of economic risk.

I have been advised and am fully aware that investing in securities such as the Shares is a speculative and uncertain undertaking whose advantages and benefits are generally limited to a certain class of investors that Shares may be sold only to persons who understand the nature of the proposed operations of the Company and for whom the investment is suitable.

I have relied on my own tax and legal advisor and my own investment counselor with respect to the income tax and investment considerations of a purchase of Shares.

I understand that the Company has not registered the Shares under the Act or the applicable securities laws of any state in reliance on exemptions from registration. I further understand that such exemptions depend upon my investment intent at the time I acquire the Shares, I therefore represent and warrant that I am purchasing the Shares for my own account for investment and not with a view to distribution, assignment, resale or other transfer of the Shares. Except as specifically stated herein, no other person has a direct or indirect beneficial interest in the Shares. Because the Shares are not registered, I am aware that I must hold them indefinitely unless they are registered under the Act and any applicable state securities laws or I must obtain exemptions from such registration. I acknowledge that the Company is under no duty to comply with any exemption in the connection with my sale, transfer or other disposition under applicable rules and regulations. I understand that in the event I desire to sell, assign, transfer, hypothecate or in any way alienate or encumber my Shares in the future, the Company can require that I provide, at my own expense, an opinion of counsel satisfactory to the Company to the effect that such action will not result in a violation of applicable federal or state securities laws and regulations or other applicable federal or state laws and regulations.

The solicitation of an offer to purchase the Shares was directly communicated to me and any Purchaser Representative that I might have, through this Subscription Agreement. At no time was I presented with or solicited by or through any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising in connection with such communicated offer.

I recognize that an investment in the Shares involves certain risks and I (and my Purchaser Representative) have taken full cognizance of and understand all of the risk factors related to the business objectives of the Company and the purchase of the Shares.

All information which I provided herein including, without limitation, information concerning myself and my financial position and my knowledge of financial and business matters and that of my Purchaser Representative, is correct and complete as of the date hereof and if there should be any material change in such information prior to the acceptance of this Subscription Agreement, I will immediately provide the Company with such information.

If the Subscriber is a corporation, partnership, trust or other entity, it is authorized and otherwise duly qualified to purchase and hold Shares; and such entity has not been formed for the specific purpose of acquiring Shares. If the Subscriber is a trustee and is acquiring the Shares for the trust of which he is a trustee, he has sought the advise of counsel regarding whether the purchase of the Shares is an authorized trust investment and has been advised by counsel that, after reviewing the applicable state law and the terms of the trust investment, such counsel is of the opinion that the undersigned has the authority to purchase the Shares for the trust.

If the Subscriber is an individual, he is 21 years of age, or if the Subscriber is an association, all of its members are of such age.

I acknowledge and understand that I have been granted registration rights pursuant to the registration rights agreement attached hereto as Exhibit “B”.

Restrictive Legend. I hereby acknowledge and consent to the placement of the following restrictive legend on the certificate(s) or other document(s), if any, evidencing the Shares; THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, UNLESS THE RESALE OF SUCH SECURITIES IS REGISTERED UNDER THE ACT OR UNLESS UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THAT SUCH TRANSFER WILL NOT RESULT IN ANY VIOLATION OF THE LAW.

10.

Indemnification. I agree to indemnify and hold harmless the Company and its affiliates from and against all damages, losses, costs and expenses (including reasonable attorney’s fees) which they may incur by reason of my failure to fulfill any of the terms or conditions of this Subscription Agreement, or by reason of any untrue statement made herein or any breach of the representations and warranties made herein or in any document that I have provided to the Company.

11.

Agreement to Arbitrate Controversies. The parties hereby agree to submit all disputes or claims of whatever kind arising from this transaction to binding arbitration in New York, New York according to the rules and practices of the American Arbitration Association as then in force. The parties agree to abide by all awards and relief granted in any such proceeding and that all such awards may be submitted to any court of competent jurisdiction and that final judgment may be entered based upon such awards and an order of execution for their collection issued. The parties hereby consent to jurisdiction in New York County. Arbitration must be commenced by service upon the other party of a written demand for arbitration or a written notice of intention to arbitrate within one year after the claim or dispute arises and failure to institute arbitration proceedings within such period shall constitute an absolute bar to the institution of any proceedings and a waiver of all claims.

12.

Miscellaneous.

I agree that I may not cancel, terminate or revoke this Subscription Agreement or any covenant hereunder and that this Subscription Agreement shall survive my death or disability and shall be binding upon my heirs, executors, administrators, successors and assigns.

This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of New York.

Within ten (10) days after receipt of a written request from the Company, I agree to provide such information and to execute and deliver such documents as reasonably may be necessary to comply with any and all laws and ordinances to which the Company is subject.

13.

Subscription. I hereby subscribe for Shares as follows:

Number of Shares (Minimum of 15,000)

_____

Price per Share

X $.05

Total Investment

14.

Registration and Address.

Mr./Mrs./Ms./Other

(Please print name(s) in which the Shares(s) subscribed are to be registered hereunder.)

_______________________________________________________

Social Security or Taxpayer ID Number of each Investor

Communications to be sent to (check one): Home Business

Form of Ownership (check one):

Individual Ownership

Joint Tenants with Right of Survivorship (both or all parties signatures required)

Community Property (one signature required if Shares held in one name; two if held in both

names)

Tenants in Common (all parties signatures required)

Partnership*

Corporation*

Other* (Trust, Pension Plan, etc.) Please specify:

If E, F or G is checked, documents authorizing Subscriber to make investment on behalf of that entity must accompany subscription.

SIGNATURE PAGE

The undersigned Subscriber, desiring to acquire Shares offered by Securitas Edgar Filings, Inc. , a Nevada corporation, hereby agrees to all terms of the Subscription Agreement and agrees to be bound by the terms and provisions thereof. The undersigned acknowledges that he/she meets the suitability standards set out in the Subscription Agreement and that an investment in the Shares is a suitable investment for him/her and affirms the truthfulness of the information and adopts the representations and warranties set out in this Subscription Agreement.

DATED this day of , 20____

Signature of Subscriber (if signing

Signature of Co-Investor (if any)

on behalf of an entity, state the

capacity in which you are signing)

Print Name of Subscriber

Print Name of Co-Investor (if any)

Address

Number of Shares(s)

Amount Paid In Upon Subscription

Checks should be made payable to “Securitas Edgar Filings, Inc.”

Mail or Deliver Subscription Funds and Documents to:

Attn: Jeremy Pearman

Securitas Edgar Filings, Inc.

35 Meadow Street

Suite 308

Brooklyn, NY 11206

SUBSCRIPTION ACCEPTED:

By:

Title:

SECURITAS EDGAR FILINGS, INC.

A Nevada Corporation

BROKER/DEALER CERTIFICATION (IF APPLICABLE)

Jeremy Pearman

Securitas Edgar Filings, Inc.

35 Meadow Street

Suite 308

Brooklyn, NY 11206

Dear Ladies and Gentleman:

Based on information obtained from the Subscriber concerning his investment objective, his representations and warranties expressed above, his other investments and his financial situation and needs, the undersigned broker/dealer has reasonable grounds to believe that an investment in the Shares is suitable for the Subscriber and prior to the Subscriber’s executing this Subscription Agreement, the undersigned broker/dealer has informed the Subscriber of any compensation the undersigned broker/dealer shall receive on account of the sale of Shares herein and all pertinent facts relating to an investment in the Shares.

Broker/Dealer

By:

Name and Title:

Address:

Telephone Number:

SECURITAS EDGAR FILINGS, INC.

A Nevada Corporation

PURCHASER REPRESENTATIVE QUESTIONNAIRE

Jeremy Pearman

Securitas Edgar Filings, Inc.

35 Meadow Street

Suite 308

Brooklyn, NY 11206

Dear Ladies and Gentleman:

The following information is furnished to you so that you may determine whether the undersigned’s client, (the “Purchaser”), together with the undersigned and other purchaser representatives, if any, have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares of Common Stock of Securitas Edgar Filings, Inc., a Nevada corporation, as required under applicable federal and state securities laws. I understand that you will rely upon the information contained herein for purposes of such determination, and that the Shares will not be registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the exemption from registration provided by Rule 506 of Regulation D or other applicable exemptions available under the Act and corresponding provisions of applicable state securities laws.

All information contained herein will be treated confidentially. However, we agree that you may present this questionnaire to such parties as you deem appropriate if called upon to establish that the proposed offer and sale of the Shares is exempt from registration under the Act or meets the requirements of applicable state securities laws.

I am acting as Purchaser Representative for the Purchaser in connection with the Purchaser’s investment in the Shares and, in that connection, I furnish you with the following representations and information (Please print):

Name:

Age:

Profession (or business) and title, if applicable: ______________________________________

(a) Business address:

(b) Telephone number:

Details of any training or experience in financial, business or tax matters which qualify me to act in the capacity of Purchaser Representative (include current and prior employment, business or professional education, professional licenses now held, Securities and Exchange Commission or state broker/dealer registrations held, and, if applicable, participation in evaluation of similar investments in the past):

The undersigned has not, during the past ten years, (i) been convicted, indicted or investigated in connection with any past or present criminal proceeding (excluding traffic violations and other minor offenses); or (ii) been the subject of any order, judgment or decree of any court of competent jurisdiction permanently or temporarily enjoining the undersigned from acting as an investment advisor, underwriter, broker or dealer in securities or as an affiliated person, director or employee of an investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security, or been the subject of any order of a federal or state authority barring or suspending, for more than sixty days, the undersigned’s right to be engaged in any such activity, or to be associated with persons engaged in any such activity, which order has not been reversed or suspended.

I have such knowledge and experience in financial, business and tax matters so as to be capable of evaluating, alone or together with the Purchaser, the relative merits and risks of an investment in the Shares.

There is no material relationship between me or my affiliates and the Company or its affiliates which now exists or is mutually understood to be contemplated or which has existed as a result of any such relationship.

In advising the Purchaser in connection with the Purchaser’s prospective investment in the Shares, I will be relying in part on the Purchaser’s own experience in certain areas.

Yes

10.

In advising the Purchaser in connection with the Purchaser’s prospective investment in the Shares, I will be relying in part on the expertise of an additional Purchaser Representative or Representatives.

Yes

If “Yes,” give the name and address of such additional Representative(s):

11.

I agree to advise you promptly of any material changes in the foregoing information which may occur prior to the termination of the Offering.

The undersigned hereby certifies that, to the best of his knowledge and belief, the information set forth herein is true, complete and correct.

Signature

Date

The undersigned Purchaser hereby confirms that he has read the information disclosed by the Purchaser Representative in response to the foregoing Questionnaire and does hereby acknowledge said Purchaser Representative to be his Purchaser Representative in connection with the purchase of Shares pursuant to the Subscription Agreement.

Purchaser Signature

Purchaser Signature (if joint ownership)

Date

EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is by and between SECURITAS EDGAR FILINGS, INC., a NEVADA corporation (the “Company”), and _________________ (the “Holder”) dated as of __________________.

WITNESSETH:

WHEREAS , the Company has issued Holder _______ shares of the Company’s common stock (the “Shares” or “Common Stock”) at $.05 per Share.

WHEREAS , the Company desires to grant to the Holder certain registration rights in respect of the issuance or resale of the Shares and the Shares which are also referred to herein as “the Securities”.

NOW, THEREFORE , in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

Registration Rights Agreement

Section 1.1 Piggyback Registration Rights . The Company covenants and agrees with any holder of the Securities that if, at any time within the period commencing on the date hereof and ending on December 31, 2009, it proposes to file a registration statement with respect to any class of equity or equity-related security (other than in connection with an offering to the Company’s employees or in connection with an acquisition, merger or similar transaction) under the Securities Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and the registration form to be used may be used for registration of the Securities, the Company will give prompt written notice to the holders of Securities at the addresses appearing on the records of the Company of its intention to file a registration statement and will offer to include in such registration statement, subject to paragraphs i and ii of this Section 1.1 such number of Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the giving of notice by the Company. All registrations requested pursuant to this Section 1.1 are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this Section 1.1 will be made solely at the Company’s expense. This Section is not applicable to a registration statement filed by the Company on Forms S-4 or S-8 or any successor forms.

Priority on Primary Registrations . If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for such offering determines in good faith and advises the Company in writing that in its/their opinion the number of Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Securities requested to be included in such registration, apportioned pro rata among the holders of the Securities and holders of other securities requesting registration.

ii.

Priority on Secondary Registrations . If a Piggyback Registration consists only of an underwritten secondary registration on behalf of holders of securities of the Company, and the underwriter(s) for such offering advises the Company in writing that in its/their opinion the number of Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the distribution of such securities, the Company will include in such registration (A) first, the securities requested to be included therein by the holders requesting such registration, and (B) second, the Securities requested to be included in such registration and securities of holder of other securities requested to be included in such registration statement, pro rata among all such holders on the basis of the number of shares requested to be included by each such holder, provided, however, the Company will use its best efforts to include not less than 20% of the Securities.

Notwithstanding the foregoing, if any such underwriter shall determine in good faith and advise the Company in writing that the distribution of the Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the holders of such Securities shall delay their offering and sale for such period ending on the earliest of (1) 90 days following the effective date of the Company's registration statement, (2) the day upon which the underwriting syndicate, if any, for such offering shall have been disbanded or, (3) such date as the Company, managing underwriter and holders of Securities shall otherwise agree. In the event of such delay, the Company shall file such supplements, post-effective amendments and take any such other steps as may be necessary to permit such holders to make their proposed offering and sale for a period of 120 days immediately following the end of any such period of delay. If any party disapproves the terms of any such underwriting, it may elect to withdraw therefrom at any time prior to the effective date of such underwriting by written notice to the Company, the underwriter, and the holder. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include shares pursuant to this Section 1 if independent counsel, reasonably satisfactory to the Company and the Holder, renders an opinion to the Company and the Holder that all of the Securities proposed to be disposed of may be transferred pursuant to the provisions of Rule 144 under the Securities Act or otherwise without registration under the Securities Act. The Company hereby undertakes and covenants to take all steps reasonably necessary to facilitate the resale of Securities pursuant to Rule 144. Neither the failure of the Holder to exercise its Piggyback Registration Rights hereunder on any one or more occasions nor the Holder’s election to withdraw from an underwriting shall be deemed to waive or modify the Holder’s Piggyback Registration Rights hereunder in the future.

Section 1.2 Actions to be taken by the Company . In connection with the registration of Securities hereunder, the Company agrees to (i) bear the expenses of any registration; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of any special or other counsel for holders of Securities, (B) any underwriters' discount or commission in respect of such Securities, and (C) any stock transfer taxes attributable to the sale of the Securities; (ii) use its best efforts to register or qualify the Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which such holders shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not then subject; (iii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such registration statement; and (iv) prepare and file with the SEC a registration statement with respect to such Securities and use commercially reasonable efforts to cause such registration statement to become effective as soon thereafter as possible, and promptly notify Holder in writing, (a) when such registration statement becomes effective, (b) when any post-effective amendment to such registration statement becomes effective, and (c) of any request by the SEC for any amendment or supplement to such registration statement or any final prospectus relating thereto or for additional information; (v) prepare and file with the SEC such amendments and supplements to such registration statement and the final prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least 120 days or until the Holder has completed the distribution described in the registration statement relating thereto, whichever occurs first, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by Holders set forth in such registration statement; (vi) furnish to Holder such number of copies of such registration statement and of each such amendment and supplement thereto, as well as such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as Holder may reasonably request in order to facilitate the sale or distribution of the Securities by Holder; and (vii) promptly notify Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of Company becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and, at the request of Holder, promptly prepare and furnish to Holder a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

Section 1.3 Action to be Taken by the Holders . The Company's obligations under this Section 1 shall be conditioned upon a timely receipt by the Company in writing of: (i) information as to the terms of such public offering furnished by or on behalf of each holder of Securities intending to make a public offering of his, her or its Securities, and (ii) such other information as the Company may reasonably require from such holders, or any underwriter for any of them, for inclusion in such registration statement.

Section 1.4 Exclusive Rights . The Holder shall have no registration rights except as expressly set forth herein.

ARTICLE TWO

Indemnification

SECTION 2.1 Indemnification by the Company . In the event of any registration of the Securities of the Company under the Act, the Company agrees to indemnify and hold harmless Holder and each other person who participates as an underwriter in the offering or sale of such Securities against any and all claims, demands, losses, costs, expenses, obligations, liabilities, joint or several, damages, recoveries and deficiencies, including interest, penalties and attorneys’ fees (collectively, “Claims”), to which Holder or underwriter may become subject under the Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which Holder’s Securities were registered under the Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse Holder and each such underwriter for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Claim (or action or proceeding in respect thereof); provided that the Company shall not be liable in any such case to the extent that any such Claim (or action or proceeding in respect thereof) or expense arises out of or is based on an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance on and in conformity with written information furnished to the Company through an instrument duly executed by Holder specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Holder or any such underwriter and shall survive the transfer of the Securities by Holder.

SECTION 2.2 Indemnification by Holder . The Company may require, as a condition to including the Securities in any registration statement filed pursuant to this Agreement, that the Company shall have received an undertaking satisfactory to it from Holder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.1) the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company, within the meaning of the Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance on and in conformity with written information furnished to the Company through an instrument duly executed by Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Notwithstanding the foregoing, the maximum liability hereunder which any holder shall be required to suffer shall be limited to the net proceeds to such Holder from the Securities sold by such Holder in the offering. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of the Securities by Holder.

SECTION 2.3 Notices of Claims, etc . Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a Claim referred to in this Article Two, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article Two, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such Claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such Claim.

SECTION 2.4 Indemnification Payments . The indemnification required by this Article Two shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

ARTICLE THREE

Miscellaneous

SECTION 3.1 Consent to Amendments . Except as otherwise expressly provided herein, the provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Holder of 51% or more of the shares of Common Stock and shall be effective only to the extent specifically set forth in such writing.

SECTION 3.2 Term of the Agreement . This Agreement shall terminate with respect to Holder on the earlier to occur of (i) all of the Securities having been registered as provided in Article One or (ii) December 31, 2009.

SECTION 3.3 Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto are transferable and will bind and inure to the benefit of the respective successors and assigns of the parties hereto, but only if so expressed in writing.

SECTION 3.4 Severability . Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

SECTION 3.5 Delays or Omissions . No failure to exercise or delay in the exercise of any right, power or remedy accruing to Holder on any breach or default of the Company under this Agreement shall impair any such right, power or remedy nor shall it be construed to be a waiver of any such breach or default.

SECTION 3.6 Remedies Cumulative . All remedies under this Agreement, or by law or otherwise afforded to any party hereto shall be cumulative and not alterative.

SECTION 3.7 Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Unless clearly denoted otherwise, any reference to Articles or Sections contained herein shall be to the Articles or Sections of this Agreement.

SECTION 3.8 Notices . Any notices required or permitted to be sent hereunder shall be delivered personally or mailed, certified mail, return receipt requested, to the following addresses, and shall be deemed to have been received on the day of personal delivery or within three business days after deposit in the mail, postage prepaid:

If to the Company, to:

SECURITAS EDGAR FILINGS, INC.

Attn: Jeremy Pearman

Securitas Edgar Filings, Inc.

35 Meadow Street

Suite 308

Brooklyn, NY 11206

If to Holder, to:

____________________________

SECTION 3.9 Governing Law . The validity, meaning and effect of this Agreement shall be determined in accordance with the laws of the State of New York applicable to contracts made and to be performed in that state.

SECTION 3.10 Final Agreement . This Agreement, together with those documents expressly referred to herein, constitutes the final agreement of the parties concerning the matters referred to herein, and supersedes all prior agreements and understandings.

SECTION 3.11 Execution in Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument.

The parties hereto have executed this Agreement as of the date first set forth above.

COMPANY :

SECURITAS EDGAR FILINGS, INC.

_____________________________

Jeremy Pearman, CEO

HOLDER :

________________________________

EMPLOYMENT AGREEMENT

SECURITAS EDGAR FILINGS, INC.

JEREMY PEARMAN

THIS EMPLOYMENT CONTRACT ("Agreement") is dated as of the 1 ^st day of January, 2007, by and between Securitas EDGAR Filings, Inc., a Nevada corporation (the "Company"), with a business address at: Empire State Building, 350 Fifth Ave., Suite 3304, New York, NY 10118, and Jeremy Pearman, an individual (“EMPLOYEE”).

BACKGROUND

WHEREAS, the Company is in the business of providing data conversion and transmission services to companies and individuals that are required, pursuant to federal securities laws, to electronically file annual and quarterly reports, prospectuses, registration statements, and other informational disclosure documents with the United States Securities and Exchange Commission (“SEC”) via the SEC’s Electronic Data Gathering And Retrieval system, (“EDGAR”); and

WHEREAS, EMPLOYEE has had significant experience in the development of small businesses; and

WHEREAS, the Company desires to retain the services of EMPLOYEE; and

WHEREAS, EMPLOYEE is willing to be employed by the Company.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

EMPLOYEE is hereby employed and engaged to serve the Company as the Chief Executive Officer, Principal Accounting Officer, President and Secretary, or such additional titles as the Company shall specify from time to time though no change is to be made to title and any related duties without the explicit written approval of the EMPLOYEE, and EMPLOYEE does hereby accept, and EMPLOYEE hereby agrees to such engagement and employment.

1. Duties. EMPLOYEE shall be responsible for meeting the company’s, growth and profit directed activities. To achieve these and all other defined objectives EMPLOYEE shall (i) participate in managing budgets and obtaining financing; (ii) support the Company’s mission, strategic and tactical plan, including, business development, sales, marketing, and project management and; (iii) the establishment of corporate policy and culture; (iv) investor and public relations (IR/PR); and (v) compliance with US regulatory agencies (financial and service related). Employee shall work closely with the Company’s CFO and Secretary in defining and achieving all objectives. In addition, EMPLOYEE’s duties shall be such duties and responsibilities as the Company’s Board of Directors shall specify from time to time, and shall entail those duties customarily performed by Chief Executive Officer of a similarly situated company. EMPLOYEE shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. EMPLOYEE shall be responsible and report only to the Company’s Board of Directors. In its sole and absolute discretion, the Company’s Board of Directors shall determine EMPLOYEE’s duties and responsibilities and may assign or reassign EMPLOYEE to such duties and responsibilities as it deems in the Company's best interest, to the extent such assignment or reassignment is commensurate with the duties customarily performed by the Chief Executive Officer of a similarly situated company. EMPLOYEE shall devote his full-time attention, energy, and skill during normal business hours to the business and affairs of the Company and shall not, during the Employment Term, as that term is defined below, be actively engaged in any other business activity, except with the prior written consent of the Company’s Board of Directors. Notwithstanding anything to the contrary in this Agreement EMPLOYEE is not precluded from devoting reasonable periods of time required for:

(a) serving as a director or member of a committee of any organization or corporation, charity or governmental position involving no conflict of interest with the interests of the Company;

(b) managing his personal investments or engaging in any other non-competing business; provided that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement as determined by the Company.

2. Best Efforts of EMPLOYEE. During his employment hereunder, EMPLOYEE shall, subject to the direction and supervision of the Company’s Board of Directors, devote his full business time, best efforts, business judgment, skill, and knowledge to the advancement of the Company's interests and to the discharge of his duties and responsibilities hereunder.

3. Employment Term. Unless terminated pursuant to Section 10 of this Agreement, the term of this Agreement shall commence as of the Effective Date of this Agreement and shall continue for a term of twenty four (24) months (the “Initial Term”), and shall be automatically renewed for successive one (1) year terms (the “Renewal Term”) unless a party hereto notifies the other that it does not wish to renew the Agreement at least 30 days prior to the expiration of the then current term (the terms “Initial Term” and “Renewal Term” are collectively hereinafter referred to as the “Employment Term”).

4. Compensation of EMPLOYEE.

(a) Base Compensation. Under the terms of the agreement, EMPLOYEE will not receive a salary, and has decided to forego salary until the Company generates enough revenue and profits to support a salary. The Base Compensation shall be reviewed each year and may be increased in the sole discretion of the Company’s Board of Directors (or it’s Compensation Committee).

5. Business Expenses. The Company shall reimburse EMPLOYEE for all reasonable out-of-pocket business expenses incurred in performing EMPLOYEE’s duties and responsibilities hereunder in accordance with the Company's policies, provided EMPLOYEE promptly furnishes to the Company adequate records of each such business expense.

6. Location of EMPLOYEE's Activities. EMPLOYEE’s principal place of business in the performance of his duties and obligations under this Agreement shall be at a place to be determined by the Board of Directors. Notwithstanding the preceding sentence, EMPLOYEE will engage in such travel and spend such time in other places as may be necessary or appropriate in furtherance of his duties hereunder.

7. Confidentiality. EMPLOYEE recognizes that the Company has and will have business affairs, products, future plans, customer lists, and other vital, non-publicly disclosed information (collectively "Confidential Information") that are valuable assets of the Company. EMPLOYEE agrees that he shall not at any time or in any manner, either directly or indirectly, divulge, disclose, communicate, or use in any manner (except in performance of his services to the Company pursuant to the terms of this Agreement) any Confidential Information to any third party without the prior written consent of the Company’s Board of Directors. EMPLOYEE will protect the Confidential Information and treat it as strictly confidential.

8. Non-Competition. EMPLOYEE acknowledges that he has gained, and will gain extensive knowledge in the business conducted by the Company and has had, and will have, extensive contacts with customers of the Company. Accordingly, EMPLOYEE agrees that he shall not compete directly or indirectly with the Company in the FIELD, either during the Employment Term or during the twelve (12) month period immediately after the Employment Term. For the purposes of this Section 8, competing directly or indirectly with the Company shall mean engaging, directly or indirectly, as principal owner, officer, partner, consultant, advisor, or otherwise, either alone or in association with others, in the operation of any entity engaged in the FIELD. Other than in connection with a legal proceeding or a proceeding of a regulatory body EMPLOYEE and Company shall not, for a five (5) year period after the Employment Term, make public statements in derogation of the other. This non-compete shall apply in the instance that EMPLOYEE voluntarily leaves pursuant to 9(a) or is terminated for good reason pursuant to 9(b).

9. Termination. Notwithstanding any other provisions hereof to the contrary, EMPLOYEE’s employment hereunder shall terminate under the following circumstances:

(a) Voluntary Termination by EMPLOYEE. EMPLOYEE shall have the right to voluntarily terminate this Agreement and his employment hereunder at any time during the Employment Term. If the voluntary termination of this Agreement by EMPLOYEE occurs within the Initial Term, EMPLOYEE shall return a percentage of the Equity Compensation issued to EMPLOYEE based on the ratio of Equity Compensation to total days employed within the Initial Term.

(b) Termination by EMPLOYEE for GOOD REASON. EMPLOYEE shall have the right to terminate this Agreement upon 30 days notice to Company for Good Reason, which shall not be affected by the EMPLOYEE's incapacity due to physical or mental illness. The EMPLOYEE's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder though EMPLOYEE shall provide notice to the Company within 60 days of such material adverse change constituting GOOD REASON. GOOD REASON shall mean the occurrence, without the EMPLOYEE's express written consent, of any of the following circumstances unless, in the case of paragraphs (i) through (iv), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof which shall be no less than twenty (20) days:

(i) the assignment to the EMPLOYEE of any significant duties materially inconsistent with the EMPLOYEE's status as a senior executive officer of the Company or a materially adverse alteration in the nature or status of the EMPLOYEE's responsibilities;

(ii) the relocation of the Company's principal executive offices to a location outside the Metropolitan New York area or the Company's requiring the EMPLOYEE to be based anywhere other than the Company's principal executive offices, excluding required travel on the Company's business to an extent materially consistent with the EMPLOYEE's present business travel obligations;

(iii) the act by the Company, without the EMPLOYEE's consent, to reduce by more than 20% any portion of the EMPLOYEE's current compensation except pursuant to an across-the-board compensation deferral similarly affecting all senior executives of the Company and all senior executives of any person in control of the Company;

(iv) the material breach by the Company of any term of this Agreement.

(c) Voluntary Termination by the Company. The Company shall have the right to voluntarily terminate this Agreement and EMPLOYEE’s employment hereunder at any time during the Employment Term. If the voluntary termination of this Agreement by the Company occurs within the Initial Term, EMPLOYEE shall retain a percentage of the Equity Compensation issued to EMPLOYEE based on the ratio of Equity Compensation to total days employed within the Initial Term.

(d) Termination for Cause. The Company shall have the right to terminate this Agreement and EMPLOYEE’s employment hereunder at any time for cause. As used in this Agreement, "cause" shall mean refusal by EMPLOYEE to implement or adhere to lawful policies or directives of the Company’s Board of Directors in accordance with the terms and conditions of this Agreement, breach of this Agreement, EMPLOYEE’s conviction of a felony, other conduct of a criminal nature as determined by governmental authorities that may have a material adverse impact on the Company's reputation, breach of fiduciary duty or the criminal misappropriation by EMPLOYEE of funds from or resources of the Company. Cause shall not be deemed to exist unless the Company shall have first given EMPLOYEE a written notice thereof specifying in reasonable detail the facts and circumstances alleged to constitute "cause" and thirty (30) days after such notice such conduct has, or such circumstances have, as the case may be, not entirely ceased and not been entirely remedied to the reasonable satisfaction of the Company.

(e) Termination Upon Death or for Disability. This Agreement and EMPLOYEE’s employment hereunder, shall automatically terminate upon EMPLOYEE’s death or upon written notice to EMPLOYEE and certification of EMPLOYEE’s disability by a qualified physician or a panel of qualified physicians if EMPLOYEE will be disabled continuously beyond a period of twelve (12) months and will be unable to perform the duties contained in this Agreement.

(f) Effect of Termination. In the event that this Agreement and EMPLOYEE’s employment is voluntarily terminated by EMPLOYEE pursuant to Section 9(a), or in the event the Company terminates this Agreement for cause pursuant to Section 9 (d), all obligations of the Company shall cease except for the obligations of both parties under Section 15. In the event that this Agreement and EMPLOYEE’s employment is terminated under Sections 9(a) through 9(e) all duties, responsibilities and obligations of EMPLOYEE under this Agreement shall cease except for the restrictions and/or obligations of Sections 7, 8, 9 and 15.

10. Resignation. In the event that EMPLOYEE’s employment with the Company is terminated for any reason whatsoever, EMPLOYEE agrees to immediately resign as an officer of the Company and any related entities. For the purposes of this Section 10, the term the "Company" shall be deemed to include subsidiaries, parents, and affiliates of the Company.

11. No Mitigation. The Company agrees that, if the EMPLOYEE's employment is terminated during the term of this Agreement, the EMPLOYEE is not required to seek other employment or to attempt in any way to reduce any amounts payable and due to the EMPLOYEE by the Company under this Agreement.

12. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any applicable conflicts of law provisions.

13. Business Opportunities. During the Employment Term EMPLOYEE agrees to bring to the attention of the Company’s Board of Directors all written business proposals that come to EMPLOYEE’s attention and all business or investment opportunities of whatever nature that are created or devised by EMPLOYEE and that relate to areas in which the Company conducts business and might reasonably be expected to be of interest to the Company or any of its subsidiaries.

14. Employee’s Representations and Warranties. EMPLOYEE hereby represents and warrants that he is not under any contractual obligation to any other company, entity or individual that would prohibit or impede EMPLOYEE from performing his duties and responsibilities under this Agreement and that he is free to enter into and perform the duties and responsibilities required by this Agreement. EMPLOYEE hereby agrees to indemnify and hold the Company and its officers, directors, employees, shareholders and agents harmless in connection with the representations and warranties made by EMPLOYEE in this Section 14.

15. Indemnification.

(a) The Company agrees that if EMPLOYEE is made a party, or at any time is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, unless the basis of such Proceeding is EMPLOYEE’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, EMPLOYEE shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the Company's certificate of incorporation or bylaws or, if greater, by the laws of the State of New York or the Company’s State of Incorporation (whichever is broader), against all cost, expense, liability and loss (including, without limitation, attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by EMPLOYEE in connection therewith, and such indemnification shall continue as to EMPLOYEE even if he has ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of EMPLOYEE’s heirs, executors and administrators. The Company shall advance to EMPLOYEE or to his heirs, executors and administrators to the extent permitted by law all reasonable costs and expenses which may be reasonably incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request, with appropriate documentation, for such advance. Such request shall include an undertaking by EMPLOYEE or EMPLOYEE’s heirs, executors and administrators to repay the amount of such advance if it shall ultimately be determined that EMPLOYEE or his heirs, executors and administrators is not entitled to be indemnified against such costs and expenses.

(b) Neither the failure of the Company (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by EMPLOYEE that indemnification of EMPLOYEE is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its board of directors, independent legal counsel or stockholders) that EMPLOYEE has not met such applicable standard of conduct, shall create a presumption that EMPLOYEE has not met the applicable standard of conduct.

16. Notices. All demands, notices, and other communications to be given hereunder, if any, shall be in writing and shall be sufficient for all purposes if personally delivered, sent by facsimile or sent by United States mail to the address below or such other address or addresses as such party may hereafter designate in writing to the other party as herein provided.

Company:

Securitas EDGAR Filings, Inc.

Empire State Building

350 Fifth Ave., Suite 3304

New York, NY 10118

17. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the specific terms of this employment of the EMPLOYEE by the Company and there are no other promises or conditions in any other agreement, whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties. This Agreement is for the unique personal services of EMPLOYEE and is not assignable or delegable, in whole or in part, by EMPLOYEE. This Agreement may be assigned or delegated, in whole or in part, by the Company and, in such case, shall be assumed by and become binding upon the person, firm, company, corporation or business organization or entity to which this Agreement is assigned. The headings contained in this Agreement are for reference only and shall not in any way affect the meaning or interpretation of this Agreement. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable and any such provision that is held to be invalid or unenforceable shall be substituted by a valid or enforceable provision that is as similar in its intent as to the invalid or unenforceable provision. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and, in pleading or proving any provision of this Agreement, it shall not be necessary to produce more than one of such counterparts.

[Intentionally left blank - signatures on following page]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

SECURITAS EDGAR FILINGS, INC.: EMPLOYEE:

By: /s/ Jeremy Pearman

Name: Jeremy Pearman

Exhibit 10.5

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is effective as of December 1, 2009 by and between Securitas Edgar Filings, Inc. (“Company”) and Lawrence Williams, Jr. (“Contractor”), pursuant to which Contractor will provide the services described in this Agreement to Company.

1. Duties . Contractor shall provide service as Vice President of Sales to Company. Contractor will complete the services according to Contractor’s own lawful means and methods of work, and shall not be subject to the control or supervision of Company. Such services shall be performed in accordance with the professional and quality control standards generally accepted in the industry.

2. Status of Contractor As An Independent Contractor . Contractor is not an employee of Company and nothing contained in this Agreement or in the relationship between Company and Contractor shall be deemed to: (a) constitute an employment relationship; (b) constitute a partnership, joint venture or agency relationship; or (c) give Contractor the authority to execute any contracts or documents on Company’s behalf without first consulting with Company. It is the parties’ intention that Contractor shall be an Independent Contractor and not an employee for all purposes, including, but not limited to, the application of the Social Security Act, the Fair Labor Standards Act, the provisions of the Internal Revenue Code, the New York Tax Code relating to income tax withholding at the source of income, New York Workers’ Compensation Act and the New York Unemployment Insurance Code. Contractor shall be solely liable for Contractor’s contributions and liabilities under the above-mentioned statutes and any other applicable statutes or regulations. Contractor retains the right to engage in any other business not detrimental to Company’s interests.

3. Business Expenses . Contractor shall be responsible for Contractor’s own business expenses in connection with Contractor’s efforts to fulfill Contractor’s services under this Agreement. However, expenses incurred by Contractor on behalf of Company, such as postage, copying, and other services, will be reimbursed by Company, subject to proper documentation of such expenses and upon approval of Company.

4. Payment . For Contractor’s services, Company will pay Contractor thirty percent (30%) of revenues Contractor derives for the benefit of the Company (the “Base Compensation”). Contractor is not eligible for, and will not receive, any payments or fringe benefits that might be available to employees of Company.

5. Termination By Either Party . This Agreement may be terminated by either party upon 30 days written notice.

6. Insurance and Indemnification . Company shall not reimburse Contractor for any loss that Contractor may sustain in fulfilling Contractor’s obligations. In rendering services hereunder, the Contractor shall conspicuously identify himself/herself as an independent contractor of Company. Contractor agrees to indemnify and hold Company, its subsidiaries, affiliates, stockholders, directors, officers, employees, agents and assignees harmless from and against, all liabilities, obligations, taxes, costs, and losses reasonably incurred by any of them in connection with any claim, litigation or other action arising out of the Contractor’s operations or activities. This provision and the assumption of liabilities and obligations herein shall continue in full force and effect until expiration or termination of this Agreement.

7. Non-assignment . Contractor acknowledges that Contractor’s services are unique and personal. Accordingly, Contractor may not assign Contractor’s rights or delegate Contractor’s duties or obligations under this Agreement. Company’s rights and obligations under this Agreement shall inure to the benefit of and shall be binding upon Company’s successors and assigns, whether by operation of law or on account of any sale or other disposition of Company’s business.

8. Severability . Should any valid federal or state law or final determination of any administrative agency or court of competent jurisdiction affect any provision of this Agreement, the provision so affected shall be conformed to the law as so determined, and otherwise this Agreement shall continue in full force and effect.



Securitas Edgar Filings, Inc.		Contractor

By:	/s/ Jeremy Pearman	/s/ Lawrence Williams, Jr.
	Jeremy Pearman	Lawrence Williams, Jr.
	President	Contractor

Dated: December 1, 2009		Dated: December 1, 2009

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “ Merger Agreement ”), is entered into as of January 1, 2007, between Securitas Edgar Filings, LLC, a Florida limited liability company (“ Securitas ”) formed on October 31, 2005, and Securitas Edgar Filings, Inc. (“ Mergco ”), a Nevada corporation formed on November 17, 2006.

WITNESSETH :

WHEREAS, Securitas is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida with 1 member (the “ Member ”) holding 100% of the membership interests (the “ Membership Interests ”);

WHEREAS, Securitas has no options or warrants issued and outstanding;

WHEREAS, Mergco is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with authorized capital stock consisting of 50,000,000 million shares of common stock, $.001 par value per share;

WHEREAS, Mergco has no options or warrants issued and outstanding;

WHEREAS, the member representing a majority of the membership interests of Securitas (the “Majority Member”) have determined that, for purposes of effecting a change of the Company’s classification from a limited liability company to a corporation and a change of the jurisdiction in which the Company is organized from Florida to Nevada, it is advisable and in the best interests of Securitas and the Majority Member of Securitas for Securitas to merge with and into Mergco upon the terms and conditions set forth herein;

WHEREAS, the Board of Directors of Mergco has authorized and approved the merger of Securitas with and into Mergco subject to and upon the terms and conditions of this Merger Agreement, and has approved the terms of this Merger Agreement and directed that it be executed by the undersigned officer and with the recommendation of the Board of Directors of Mergco submitted to the stockholder of Mergco for his approval;

WHEREAS, the Majority Member of Securitas and the stockholder of Mergco have approved the merger and the Merger Agreement; and

WHEREAS, it is the intention of Securitas and Mergco that the merger be a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

THE MERGER

Section 1.1. Merger of Securitas into Mergco . At the Effective Time (as defined in Section 2.1), Securitas shall merge with and into Mergco (“Merger”) in accordance with the Florida Statutes, Florida Limited Liability Company, pursuant to Chapter 608.438, (the “ Florida Law ”) and Title 7, Chapter 92A of the Nevada Revised Statutes of the State of Nevada (the “ Nevada Law ”).

The separate existence of Securitas shall thereupon cease and Mergco shall be the surviving corporation (hereinafter referred to as the “ Surviving Corporation ”) and shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Securitas and Mergco (together referred to as the “ Constituent Corporations ”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations, on whatever account, as well as for stock subscriptions and all other things in action or belonging to the Constituent Corporation, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they had been of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise, under the laws of the State of Nevada, in either of such Constituent Corporation shall not revert or be in any way impaired by reason of the Nevada Law; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thereafter attach to the Surviving Corporation and may be enforced against it to the same extent as if those debts, liabilities and duties had been incurred or contracted by it. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Securitas, the Manager of Securitas and committees thereof, officers and agents which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as acts, plans, policies, agreements, arrangements, approvals and authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to Securitas. The requirements of any plans or agreements of Securitas involving the issuance or purchase by Securitas of certain membership interests shall be satisfied by the issuance or purchase of a like percentage of shares of the Surviving Corporation.

ARTICLE II.

EFFECTIVE TIME; EFFECT OF MERGER

Section 2.1. Effective Time . The Merger shall become effective on the date the Certificate of Merger is filed by with the Florida Department of State or the date Articles of Merger are filed with the Secretary of State of the State of Nevada, whichever filing occurs last (the “ Effective Time ”).

Section 2.2. Effects of the Merger . At the Effective Time, the Merger shall have the effects specified in the Florida Law, the Nevada Law and this Merger Agreement.

Section 2.3. Articles of Incorporation and Bylaws . At the Effective Time, the Articles of Incorporation and the Bylaws of Mergco, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and Bylaws of the Surviving Corporation.

Section 2.4. Directors and Officers . At the Effective Time, the directors and the officers of Mergco in office at the Effective Time shall retain their positions as the directors and officers of the Surviving Corporation, each of such directors and officers to hold office, subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Surviving Corporation and the Nevada law, until his or her successor is duly elected or appointed and shall qualify, or until his or her earlier death, incompetence or removal.

Section 2.5. Change of Name . At the Effective Time, the name set forth in Paragraph 1, Name of Corporation, of the Mergco’s Articles of Incorporation, shall be the name of the Surviving Corporation.

ARTICLE III.

CONVERSION AND EXCHANGE OF STOCK

Section 3.1. Conversion . At the Effective Time, each Membership Interest as a percentage of the total issued and outstanding Membership Interests immediately prior to the Effective Time shall, by virtue of the merger and without any action on the part of the holder thereof, be converted into an equivalent percentage of a total of 8,181,503 shares of Nevada Common Stock as provided set forth in Exhibit A attached hereto.

Section 3.2. Exchange of Certificates . At the Effective Time, stock certificates representing Membership Interests will automatically represent an equivalent percentage of a total of 8,181,503 shares of Nevada Common Stock. At any time after the Effective Time, the holders of Membership Interests represented by certificates issued prior to the Effective Time, will be entitled, upon request, and surrender of such certificates, to the Surviving Corporation, to receive in exchange therefor a new stock certificate evidencing ownership of the number of shares of Nevada Common Stock determined in accordance with this Article III and set forth in Exhibit A attached hereto. If any new certificate is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate or other writing so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of a certificate representing shares of Nevada Common Stock in any name other than that of the registered holder of the certificate surrendered, or otherwise required, or shall establish to the satisfaction of the transfer agent that such tax has been paid or is not payable.

ARTICLE IV.

MISCELLANEOUS

Section 4.1. Amendment . This Merger Agreement may be amended, modified or supplemented, in whole or in part, at any time prior to the Effective Time with the mutual consent of the Majority Member of Securitas and the Board of Directors of Mergco to the full extent permitted under applicable law.

Section 4.2. Abandonment; Postponement . At any time prior to the Effective Time, this Merger Agreement may be terminated and the Merger may be abandoned by the Majority Member of Securitas or the Board of Directors of Mergco, or the consummation of the Merger may be postponed for a reasonable period of time, without any action of the Majority Member of Securitas or stockholders of Mergco, notwithstanding the approval of this Merger Agreement by the Majority Member of Securitas or Board of Directors of Mergco.

Section 4.3. Further Assurances . If at any time after the Effective Time of the Merger, the Surviving Corporation shall consider that any assignments, transfers, deeds or other assurances in law are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to any property or rights of Securitas, Securitas and its Member shall execute and deliver such documents and do all things necessary and proper to vest, perfect or confirm title to such property or rights in the Surviving Corporation, and the officers and directors of the Surviving Corporation are fully authorized in the name of Securitas or otherwise to take any and all such action.

Section 4.4. Counterparts . This Merger Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

Section 4.5. Governing Law . This Merger Agreement shall be construed in accordance with the laws of the State of Nevada, without regard to the principles of conflicts of laws of such State.

Section 4.6. Agent for Service of Process . The Surviving Corporation appoints the Florida Secretary of State as its agent for service of process in a proceeding to enforce obligations of the limited liability company that merged into such entity, including any appraisal rights of its members. The Surviving Corporation agrees to pay to any Securitas members with appraisal rights the amount to which such members are entitled.

Section 4.6. Notices . All communication hereunder shall be in writing and, sent by mail, or by facsimile.

If to Securitas to:

Securitas Edgar Filings, LLC

Empire State Building

350 5th Ave, Suite 3304

New York, NY 10118

If to Mergco to:

Securitas Edgar Filings, Inc.

Empire State Building

350 5th Ave, Suite 3304

New York, NY 10118

IN WITNESS WHEREOF, the parties to this Merger Agreement have executed this Merger Agreement on and as of the day first written above.


SECURITAS	MERGCO

Securitas Edgar Filings, LLC,	Securitas Edgar Filings, Inc.,
a Florida limited liability company	a Nevada corporation


By: _____________________	By: _____________________
Name: Kwajo M. Sarfoh	Name: Jeremy B. Pearman
Title: President	Title: CEO

EXHIBIT A


		Securitas Edgar Filings, Inc. – Post Merger
	Membership
Members	Interests	Shares	Percentage	Difference

Kwajo M. Sarfoh	100.00%	8,181,503	70.00%	30.00%

TOTAL	100.00%	8,181,503	70.00%	30.00%

IDEARC MEDIA LLC

ADVERTISING AGREEMENT

Date: December 24, 2009

Contract ID: 1:

Customer OID 390401

Sales Channel: RDS

Territory: WC Unit 9

Business Name:

Securitas Edgar Filings, Inc.

Contact Name:

Jeremy Pearman

Street:

35 Meadow Street, Suite 308

Contact Number:

(718) 386-0230

City, State, Zip:

Brooklyn, NY 11206

Sales Rep Name and Number:

Benjamin Fitzpatrick - (425) 923-1306

Benjamin.Fitzpatrick@idearc.com

Main Listed Business Phone:

(718) 386-0230

Categories: SEC EDGAR Filings

Payment Type: Credit Card

Billing Cycle: Monthly


Item Code	Qty	Contract Term	Unit Cost	Monthly Cost
SPBB	1	12 Months	$ 79.00	$ 79.00
SPPPCFS1	1	12 Months	$ 196.00	$ 196.00

Monthly Total - $ 275.00

Max Monthly Budget - $150.77

ADVERTISING AGREEMENT - RDS/SLC/MDS/SEM Rev:Aug / 2009

Minimum monthly charge is $15. In addition, an administrative charge of $20 or a Full Service charge of 30% of monthly clicks or calls, whichever is greater, may apply.

(THIS IS NOT A BILL)

Terms and Conditions

"You" means the individual or business entity listed as Advertiser above. "We," "us" and "our" means Idearc Media LLC. "Print Ads" means advertising in our print products (together, "Publications"). "Electronic Ads" means advertising on various electronic media, including the Superpages.com® service, consisting of websites we own and third party websites, wireless platforms, and other applications for which we have agreements from time to time (collectively our "Electronic Platform"). "Ad" or "Ads" means Print Ads and/or Electronic Ads. You agree that this Advertising Agreement and any additional terms and conditions ("Additional Terms") that we publish on the websites described in the next sentence and that are in effect on the Agreement Date or that are included in any pre-printed addenda we provide (together, the "Agreement") apply to the Ads and services ("Services") listed in the order section above. The Additional Terms are available at www.superpages.com/terms and at www.idearcmedia.com/aboutus/terms.jsp. You are responsible for reviewing these terms and conditions and the Additional Terms.

1. Order. By signing below or by Recorded Oral Agreement (herein so called), you authorize us to publish the Ads listed in this Agreement in the applicable Publications and/or Electronic Platform and to provide the Services listed in this Agreement. You also authorize us to act as your agent to request from your local telephone carrier any listing changes that you provide to us. The "Agreement Date" is the date you sign this Agreement or orally consent to this Agreement.

2. Notices/How to Contact Us. All notices to us must be in writing and mailed to Idearc Media LLC, MC 12, P.O. Box 610609, D/FW Airport, TX 75261, faxed to 866-886-7260, or e-mailed to rdssupport@idearc.com. Cancellation notices must include your business name, telephone number, and address. For questions about this Agreement or your advertising, please call Customer Care at 866-478-2611.

3. Term. Subject to automatic renewal as described in Section 4 and unless otherwise provided in the Additional Terms , (i) the initial term for a print Ad or Service is the period we provide such Ad or Service and (ii) the initial term for Electronic Ads and electronic Services is 12 months or such other period as is set forth in the order section of this Agreement.

4. Revision/Cancellation/Automatic Renewal. You may revise or cancel your request for Ads and Services only by written notice that is received by us (i) for Ads and Services in Publications, within 14 days after the Agreement Date or by the close date, whichever is earlier, and (ii) for Electronic Ads and electronic Services, within 14 days after the Agreement Date. You are responsible for obtaining a Publication close date by calling Customer Care at 800-555-4833. We may automatically renew your Electronic Ads and electronic Services after the end of the initial term for successive one-month terms unless we receive written cancellation notice at least 30 days before the end of the final month of your Electronic Ads and electronic Services. You agree that the then current undiscounted rates and terms and conditions will apply to automatically renewed Electronic Ads and electronic Services. We may cancel your Electronic Ads and electronic Services without notice at any time for any reason.

5. Charges/Billing. You agree to pay the monthly rates listed on this Agreement for the period we provide the Ads and Services, rounded up to the nearest month (and for subsequent terms, the then current undiscounted rates). You also agree to pay any one-time charges listed on this Agreement and any taxes due on your Ads or Services. We may start billing before we publish or distribute Ads or begin providing Services, and monthly billing for print Ads may continue after we distribute the next issue.

6. Payment Terms. You agree to pay all charges in full by the due date. You agree that you may not withhold any payment for any reason, including any dispute between you and us. We may require full or partial advance payment prior to providing any Ads or Services. You authorize us to review your credit history and to obtain your credit report, and you agree that we may disclose to third parties information about you that we deem necessary to assess your credit rating or report your failure to make payments as required by this Agreement. We may apply payments from you, or monies owed to you, toward amounts owed under this Agreement or any other amounts you owe us. If you pay by credit card, we will bill the card automatically at the start of each billing period.

7. Late Charges. We will assess, and you agree to pay, late charges on account balances not paid by the due date (including balances accelerated under Section 8). Late charges will begin to accrue after the due date at a rate equal to the lesser of 18% per annum or the highest lawful rate. In addition, if you submit a check or draft that is dishonored for any reason, you agree to pay, in addition to the face amount of the check or draft, a service fee in an amount equal to the highest lawful amount.

8. Our Remedies. If you do not pay all charges by 30 days after the due date, fail to meet any other obligation under this Agreement or under any other agreement between us, or make any representation or warranty that is or becomes untrue, we may, without notice: (i) require you to pay immediately all unpaid amounts you owe and will owe for all Ads and Services for the entire term of this Agreement; (ii) remove your Ads from any Publication that has not published; (iii) remove, suspend, or modify your Electronic Ads; (iv) suspend or terminate any Services; (v) recover all collection costs and attorneys' fees; and (vi) pursue any other available legal or equitable remedies.

9. Limitation of Liability/Disclaimers. You agree to review the Ads and Services immediately after their publication or provision and to notify us in writing of any errors or omissions no later than 30 days after the error is first published or displayed or the Ad or Service omitted. You agree that we may provide free advertising pursuant to our then-current policies instead of a refund or credit to your account, and that we will have no liability with respect to any listings, Ads or Services provided to you at no cost. The total aggregate liability for us and our affiliates for errors in or omission of the Ads or Services, negligence, any breach of this Agreement, and any other cause of action or wrongful act is limited to, and shall in no event exceed, the lesser of (a) the amount by which the value of the Ad or Service was diminished or (b) the amount you have paid for the Ad or Service giving rise to the liability (the "Liability Cap"). We are not liable for consequential damages, punitive damages, incidental damages, or damages for harm to business, lost revenues, profits, or goodwill, or any other special damages, whether the claim is based on negligence, breach of contract or express or implied warranty, strict liability, misrepresentation, statute, tort, or any other theory of recovery, even if you or we knew such damages could or may result. We disclaim any obligations, representations, or warranties, whether express or implied, that are not expressly set forth in this Agreement including any warranty of merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, we do not warrant the number of responses to your Ads, the number of persons who will view your Ads, or any other business benefit. The limitations in this Section shall apply notwithstanding any failure of essential purpose under this Agreement. We are not liable to you for any deviation from or change in our policies, practices, and procedures, including without limitation those regarding the placement, position, or location of Ads, headings, or categories. You may increase the Liability Cap with regard to paid Ads and Services by agreeing to pay additional charges that will be determined by mutual agreement between you and us. You may obtain information about this option by contacting us at 866-478-2611.

10. Waiver of Class Action and Jury Trial and Consent to Binding Arbitration. In any legal proceeding relating to this Agreement, the parties agree to waive any right they may have to participate in any class, group, or representative proceeding and to waive any right they may have to a trial by jury. Any claim, controversy, or dispute that arises under or relates to this Agreement (other than claims to collect amounts you owe us or claims by you alleging breach of this Agreement to recover amounts you have paid us ), including any dispute regarding any listing, Ad or Service, any omissions, incorrect phone numbers or other errors, and any Ad placement concerns, shall be referred by the aggrieved party to binding arbitration under the Commercial Rules of the American Arbitration Association.

11. Products/Publication/Distribution. We reserve the sole right to determine (and may change at any time without notice to you) the design, content, size, geographic coverage, distribution, and appearance of, and the types of advertising offered in, our Publications, our Electronic Platform, and Services and how, where, how many, when, and whether they are published, distributed, reissued, or displayed. We may reject all or any portion of Ads or Services at any time and for any reason (even if previously approved). If rejected, we will, as our sole obligation, refund any advance payments for that Ad or Service. If we receive allegations of copyright or trademark infringement, we may remove the disputed content immediately. We may change each name, street address, Internet address, and telephone number or any other content to conform to our standards, practices and policies or the policies of any third party on whose site, platform or network any Ad is published. We may publish the Ads of any other advertiser at any time and at any location in our Publications and in our Electronic Platform.

12. Proofs. We do not guarantee that we will provide you with proofs of your Ads. If we do provide proofs in time for modifications, you must notify us in writing of any changes/errors before the deadline we set. Otherwise, we will publish the Ad or perform the Service as shown and no adjustment will be made. Colors, contrast, photos, font, graphics, and other features may appear differently in the published product and no adjustments will be made for those differences.

13. Ad Placement. Except for Ads we designate as limited inventory advertising, we do not guarantee the placement or position of any Ad (or the Ad of any other advertiser) on or within any Publication or the Electronic Platform and will not provide any adjustments on claims relating to placement for any Ad.

14. Advertiser Content; SuperGuarantee. "Advertiser Content" means content you, or any person(s) using your password, supplies to us, posts, or asks us to use in your Ads. You grant us a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, publicly perform, distribute (in any form or media), transmit by any means, and create derivative works from the Advertiser Content in, and for the marketing and sale of our products and services. You specifically grant us the right and license to insert the SuperGuarantee shield design into your eligible Ads and to remove it from ineligible Ads. You are solely responsible for the Advertiser Content and will produce and deliver all Advertiser Content in accordance with our then current guidelines, procedures, technical requirements, and deadlines. If you fail to comply, we may cancel or suspend your Ads or Services.

15. Our Rights in Advertising Content/Copyright/Trademarks. If we create or supply any content for your Ads or design your Ads, the content and the Ads we create are our sole and exclusive property, except for Advertiser Content and content we license from a third party. We may supply such content to other advertisers. You agree that you have no right to use that content or the advertising developed with that content in other advertising or materials or in any other way, or to permit others to use the advertising or content. You agree that we own the copyright in, and all copyrighted portions of, each Publication and the Electronic Platform. You agree not to use or alter any trademark, trade name, trade dress or any name, picture or logo that is commonly identified with us or our affiliates, including, without limitation, the trademarks SuperGuarantee ^SM and SuperGuarantee shield design, unless permission is granted by us in writing.

16. Advertiser's Representations. You represent and warrant that: (i) you have the unrestricted right to use, and to grant the licenses you grant in this Agreement with respect to, all Advertiser Content and that your licensing of Advertiser Content to us will not infringe any third party copyright or trademark rights; (ii) your Ads comply with all applicable laws, orders, codes, regulations and requirements and you and any individuals listed in your Ads have all required licenses to provide the goods and services advertised in all jurisdictions where the Ads appear; (iii) you have not made any false or misleading claims in any Ad; (iv) you have not requested, and will not use, the Ads or Services, or our Electronic Platform for any unlawful purpose or business; (vi you have not violated any contractual or legal obligation by signing this Agreement and requesting us to publish any Ad; and (vi) you are or represent the business related to the Ads and Services listed above. You will notify us immediately if any of the above becomes inaccurate.

17. Indemnification. You agree to defend, indemnify and hold us and our affiliates harmless from any liability or costs, including attorneys' fees and expenses, resulting from: (a) any breach of your representations, warranties or covenants; (b) any act, omission or fault of you or your employees, agents or contractors in connection with the Ads or Services; (c) any claim that the Advertiser Content or other information provided by you violates any applicable law or infringes on any third party patent, copyright, trademark, trade secret or other intellectual property or proprietary right; (d) any communication through your Electronic Ads or your collection or use of any information obtained through your Ads, the Services or our Electronic Platform; (e) any breach of any applicable export control laws; and (f) any transactions initiated through your Electronic Ads and any payment processing services. You will continue to be obligated by this Section even after the termination of this Agreement.

18. Governing Law. You agree that this Agreement will be governed by and construed in accordance with, and all matters relating to or arising under this Agreement will be governed by, Texas law without reference to the laws relating to conflicts of laws.

19. Entire Agreement. This Agreement constitutes the entire agreement between you and us and supersedes all prior agreements and representations, whether express or implied, written or oral, with respect to the Ads and Services. You agree not to include any limiting endorsement on a check or other form of payment, and we may cash a check containing a limiting endorsement or accompanied by any limiting instruction without affecting your obligations or our rights. Neither you nor any Idearc employee or agent is authorized to change or add to this Agreement or any other documents that are part of this Agreement in any way, and any purported change or addition, whether oral or written, is void.

20. Miscellaneous. This Agreement is binding on and for the benefit of you and your successors. We may assign this Agreement, but you may not assign any of your rights or delegate any of your duties under this Agreement without our prior written consent. Except as otherwise set forth in this Agreement, neither you nor we will lose any of our rights under this Agreement, even if you or we do not enforce a right or delay in enforcing a right. Neither party will be liable for any damages arising from acts of God or events outside of that party's reasonable control. If any provision of this Agreement is found to be unenforceable, the rest of this Agreement will remain in full force and effect. Our imaged copy of this Agreement will be deemed a duplicate original for evidentiary purposes.

21. Contact by Us. You agree that we may contact you regarding your Ads or Services, or offers to provide Ads or Services, whether by live telephone, recorded message, U.S. mail or other mail, facsimile or e-mail. You agree that telephone conversations between you and us or our agents may be monitored and/or recorded (including Recorded Oral Agreements).

By signing or orally authorizing this Agreement, you are authorizing Ads and Services with a monthly total of $ 275.00 plus all other one time fees listed in this Agreement.

The person signing below on behalf of Advertiser or orally authorizing the Ads and Services on behalf of Advertiser certifies that he or she is either the Advertiser or is authorized by the Advertiser to sign or orally authorize this Agreement.

/s/ Jeremy B. Pearman

December 24, 2009

________________________

_______________________

Authorized By – Signature

Date

Jeremy B. Pearman

CEO, President

________________________

_______________________

Print Name

Title

Benjamin Fitzpatrick

_____________________________________

Application Received by Sales Representative

CREDIT AGREEMENT

This Credit Agreement (this " Agreement "), dated as of January 1, 2008 (the " Effective Date "), is made by and among Securitas Edgar Filings, Inc. a Nevada corporation the " Borrower ") and Kwajo Sarfoh, an individual (the " Creditor ").

W I T N E S S E T H

WHEREAS , the Borrower desire to obtain credit from the Creditor for working capital and other general business purposes; and

WHEREAS , the Creditor is willing to extend credit to the Borrower on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements set forth herein, and other good and valuable consideration exchanged between the parties, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I – DEFINITIONS

Section 1.1 Definitions . In addition to terms defined elsewhere in this Agreement, the following terms have the meanings indicated which meanings shall be equally applicable to both the singular and the plural forms of such terms:

1.1.1 " Credit Extension " shall mean the extensions of credit by the Creditor to the Borrower on any given Credit Extension Date.

1.1.2 " Credit Extension Date " shall mean the date as of which a Credit Extension is consummated.

1.1.3 " Default " means any event which, with the lapse of time, the giving of notice, or both, would become an Event of Default.

1.1.4 " Indebtedness " of any Person shall mean (i) all indebtedness or liability for borrowed money or for the deferred purchase price of any property (including accounts payable to trade creditors under customary trade credit terms) or services for which the Person is liable as principal, (ii) all indebtedness (excluding unaccrued finance charges) secured by a Lien on property owned or being purchased by the Person, whether or not such indebtedness shall have been assumed by the Person, (iii) any arrangement (commonly described as a sale-and-leaseback transaction) with any financial institution or other lender or investor providing for the leasing to the Person of property which at the time has been or is to be sold or transferred by the Person to the lender or investor, or which has been or is being acquired from another Person, and (iv) all obligations of partnerships or joint ventures in respect of which the Person is primarily or secondarily liable as a partner or joint venturer or otherwise (provided that in any event for purposes of determining the amount of the Indebtedness, the full amount of such obligations, without giving effect to the contingent liability or contributions of other participants in the partnership or joint venture, shall be included).

1.1.5 " Lien " shall mean a mortgage, pledge, lien, hypothecation, assignment, security interest or other charge or encumbrance or any segregation of assets or revenues or other preferential arrangement (whether or not constituting a security interest) with respect to any present or future assets, including fixtures, revenues or rights to the receipt of income of the Person referred to in the context in which the term is used.

1.1.6 " Loan " shall mean the aggregate principal amount of credit extended by the Creditor as a loan or loans to the Borrower under Article 2 hereof, or, where the context so requires.

1.1.7 " Loan Documents " shall mean those documents executed or submitted in connection with the Loan, including, without limitation, (i) the Note; (ii) this Credit Agreement and (iii) all other documents and instruments executed by the Borrower in connection with the Loan and/or as may be required by Creditor or Creditor's counsel, including those referred to in Section 6 hereof.

1.1.8 " Note " shall mean the $20,000 Commercial Promissory Note described in Section 2.2 hereof and dated of even date herewith and payable to the order of the Creditor, substantially in the form of Exhibit "A" attached hereto and made a part hereof, and any modifications, renewals, replacements or substitutions therefor made from time to time hereafter, and to the extent applicable.

1.1.9 " Obligations " shall mean any and all liabilities, obligations, covenants, duties and debts, owing by the Borrower to the Creditor, arising under this Agreement or any other Loan Document, including without limitation, all interest, charges, indemnities, expenses, fees, attorneys' fees, filing fees and any other sums chargeable to the Borrowers hereunder or under any other Loan Document, or any other agreement between the Creditor and the Borrower.

1.1.10 " Person " shall mean any natural person, corporation, unincorporated organization, trust, joint-stock company, joint venture, association, company, partnership or government, or any agency or political subdivision of any government, or other entity of whatever nature.

Section 1.2 Accounting Terms . Accounting terms not specifically defined in this Agreement shall have the meaning given to them under accounting principles and practices generally accepted in the United States, applied on a consistent basis with the financial statements referred to in Section 3.3 hereof, and shall be determined both as to classification of items and amounts in accordance therewith.

Section 1.3 Other Definitional Provisions . The words "hereof," "herein," and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Subsection and Exhibit references are to this Agreement unless otherwise specified.

ARTICLE II - LOAN

Section 2.1 Loan . The Creditor shall make Credit Extensions to the Borrower in the gross amount of $20,000 (the “ Loan ”) upon receipt of an authorization (a “ Draw Authorization ”) in the form and content substantially the same as the attached Exhibit "B" .

Section 2.2 Note . In consideration of the Loan, the Borrower shall execute and deliver in favor of Creditor a note in the form and content substantially the same as the attached Exhibit "A" (the “ Note ”) , providing with respect to the Loan a maturity date of December 31, 2014 and interest accruing on the principal balance outstanding from time to time at an annual rate of Eight percent (8%) payable as provided in the Note. The Note shall be prepayable without premium or penalty.

ARTICLE III - REPRESENTATIONS AND WARRANTIES

In order to induce the Creditor to enter into this Agreement and to make the Loan provided for herein, the Borrower makes the following representations and warranties to the Creditor all of which are true and correct as of the date hereof and shall be true and correct as of the date of each Credit Extension, and all of which shall survive the execution and delivery of this Agreement, the Note and the other Loan Documents:

Section 3.1 Corporate Existence and Power . The Borrower is duly organized validly existing and in good standing under the laws of its state of organization and is duly qualified or licensed to transact business in all places where such qualification or license is necessary. The Borrower has the power to enter into and perform this Agreement and the Loan Documents, to the extent that it has executed such documents, and this Agreement does, and the Loan Documents when duly executed and delivered for value will, constitute the legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms.

Section 3.2 Authority . The making and performance by the Borrower of this Agreement, the Note, the Loan Documents, and any additional documents pursuant hereto, has been duly authorized by all necessary legal action of the Borrower, and does not and will not violate any provision of law or regulation, or any writ, order or decree of any court, governmental, regulatory authority or agency, and does not and will not, with the passage of time or the giving of notice, result in a breach of, or constitute a default or require any consent under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Borrower, pursuant to any instrument or agreement to which the Borrower is a party or by which the Borrower or its properties may be bound or affected.

Section 3.3 Financial Condition . The financial statements of the Borrower attached hereto as Exhibit “C” (the “ Financials ”) were prepared in accordance with generally accepted accounting principles consistently applied, are complete and correct and fairly present the consolidated financial condition of the Borrower as of that date. Other than as disclosed by those financial statements, the Borrower has no direct or contingent obligations or liabilities which would be material to the financial position of neither the Borrower, nor any material unrealized or anticipated losses from any commitments of the Borrower. Since the date of such financial statements, there has been no material adverse change in the business or financial condition of the Borrower.

Section 3.4 Full Disclosure . The Financials do not, nor does this Agreement, nor any written statement furnished by the Borrower to the Creditor in connection with the negotiation of this Agreement or the Loan, contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained therein or herein not misleading. There is no fact which the Borrower has not disclosed to the Creditor in writing which materially and adversely affects nor, so far as the Borrower can now foresee, is reasonably likely to prove to materially and adversely affect the business or financial condition of the Borrower or the ability of the Borrower to perform this Agreement, the Note, the or any other Loan Document.

Section 3.5 Litigation . There are no suits, actions or proceedings pending, or to the knowledge of the Borrower, threatened before any court or by or before any governmental or regulatory authority, commission, bureau or agency or public regulatory body against or affecting the Borrower which, if adversely determined, would have a material adverse effect on the business or financial condition of the Borrower.

Section 3.6 Payment of Taxes . As of the date of execution of this Agreement, federal income tax returns of the Borrower have been filed with the United States Internal Revenue Service and no deficiencies have been assessed. The Borrower has filed or caused to be filed, or has obtained extensions to file all federal, state and local tax returns which are required to be filed, and has paid or caused to be paid, or has reserved on its books amounts sufficient for the payment of, all taxes as shown on said returns or on any assessment received by it, to the extent that the taxes have become due, except as otherwise permitted by the provisions hereof. The Borrower has set up reserves which are reasonably believed by the Borrower to be adequate for the payment of said taxes for the years that have not been audited by the respective tax authorities.

Section 3.7 No Adverse Restrictions or Defaults . The Borrower is not a party to any agreement or instrument or subject to any court order or judgment, governmental decree, charter or other restriction adversely and materially affecting it business, properties or assets, operations or condition (financial or otherwise). The Borrower is not in material default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which it and its respective properties, may be bound or affected, or under any material law, regulation, decree, order or the like, which default would have a material adverse effect on the Borrower.

Section 3.8 Authorizations . All material authorizations, consents, approvals and licenses required under applicable law or regulation for the ownership or operation of the property owned or operated by the Borrower or for the conduct of business in which the Borrower is engaged, have been duly issued and are in full force and effect, and to the best of Borrower’s actual knowledge, the Borrower is not in default under any material order, decree, ruling, regulation, closing agreement or other decision or instrument of any government commission, bureau or other administrative agency or public regulatory body having jurisdiction over the Borrower, which default would have a material adverse effect on the Borrower. No approval, consent or authorization of or filing or registration with any governmental commission, bureau or other regulatory authority or agency is required with respect to the execution, delivery or performance of this Agreement, the Note or any of the Loan Documents executed in connection with the making of the Loan, other than filings required under applicable securities laws which shall have been duly made by the Borrower as of the Effective Date.

Section 3.9 Title to Property . The Borrower has good and marketable fee title to all real property, and good and marketable title to all other property and assets, reflected in the Financials or purported to have been acquired by it subsequent to such date, except property and assets sold or otherwise disposed of subsequent to such date in the ordinary course of business. All property and assets of any kind of Borrower, are free from any liens except as disclosed on the Financials provided to the Creditor and other matters such as easements, covenants, and restrictions that do not materially adversely affect its use or enjoyment of such property. Borrower enjoys peaceful and undisturbed possession under all of the leases under which it is operating, if any, none of which contain any provisions that will materially impair or adversely affect the operations of the Borrower.

Section 3.10 Indemnification by Borrower . All of the representations and warranties of Borrower, as set forth in this Agreement shall survive the making of this Agreement and the full repayment of the Loan; accordingly, in the event of any claims against Creditor, resulting in the breach of any of the foregoing warranties and representations, the Borrower shall and hereby agrees to indemnify Creditor for any such claims notwithstanding the full repayment of the Loan. Each and every Credit Extension under this Agreement shall constitute a new and independent representation and warranty to Creditor with respect to all of the matters set forth in this Agreement, as of the Credit Extension Date of each Credit Extension.

ARTICLE IV - AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that from and after the Effective Date and until payment in full of the principal of and interest on the Note, unless the Creditor shall otherwise consent in writing, the Borrower will:

Section 4.1 Existence . Do or cause to be done all things necessary to preserve and keep in full force and affect its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in each jurisdiction where qualification is necessary or desirable in view of its business operations or the ownership of its properties.

Section 4.3 Maintenance of Business and Property . Continue to conduct and operate its business substantially as conducted and operated during the present and preceding calendar year; at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and keep the same in good repair, working order and condition, and from time to time make, or cause to be made, all needful and proper repairs, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be conducted properly and advantageously at all times.

Section 4.4 Filings . Make all filings as required by federal and state securities and other laws and regulations, or by any domestic securities exchange or trading market, and provide copies thereof to the Creditor promptly after such filing or filings.

Section 4.5 Payment of Indebtedness, Taxes, Etc .

4.5.1 Pay all of its indebtedness and obligations promptly and in accordance with normal terms; and

4.5.2 Pay and discharge or cause to be paid and discharged promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its property or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided however, that the Borrower shall not be required to pay and discharge or to cause to be paid and discharged any tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings and the Borrower shall have set aside on its books adequate reserves with respect to any tax, assessment, charge, levy or claim, so contested.

Section 4.7 Compliance with Laws . Duly observe, conform and comply with all laws, decisions, judgments, rules, regulations and orders of all governmental authorities relative to the conduct of its business, its properties, and assets, except those being contested in good faith by appropriate proceedings diligently pursued; and maintain and keep in full force and effect all licenses and permits necessary to the proper conduct of its business.

Section 4.8 Notice of Default . Upon the occurrence of any Default or Event of Default, promptly furnish written notice thereof to the Creditor.

Section 4.9 Inspection . At reasonable times and after reasonable prior written notice, the Borrower shall permit any representatives of Creditor to visit and inspect any of the properties of the Borrower, to examine and copy all books of account, records, reports and other papers, and to discuss the affairs, finances and accounts with Borrower's employees and independent accountants at all such reasonable times and as often as may be reasonably requested.

Section 4.10 Notice of Litigation and Other Proceedings . Give prompt notice in writing to the Creditor of the commencement of (a) all material litigation which, if adversely determined, might adversely affect the business or financial condition of the Borrower; (b) all other litigation involving a claim against the Borrower for $10,000 or more in excess of applicable insurance coverage; and (c) any citation, order, decree, ruling or decision issued by, or any denial of any application or petition to, or any proceeding before any governmental commission, bureau or other administrative agency public regulatory body against or affecting the Borrower, or any property of the Borrower or any lapse, suspension or other termination or modification of any certification, license, consent or other authorization of any agency or public regulatory body, or any refusal of any thereof to grant any application therefor, in connection with the operation of any business conducted by the Borrower.

ARTICLE V – RESTRICTIVE COVENANT

The Borrower covenants and agrees that from the Effective Date and until payment in full of the principal of and interest on the Note, unless the Creditor shall otherwise consent in writing, the Borrower will not:

Section 5.1 Limitation on Indebtedness . Incur, create, assume or permit to exist any Indebtedness, except

5.2.1 The Note and any other Indebtedness of the Borrower to the Creditor;

5.2.2 Indebtedness which is subordinated to the prior payment in full of the principal of, and interest on, the Note and all other amounts due and payable under the Note on terms and conditions approved in writing by the Creditor;

5.2.3 Indebtedness representing the unpaid purchase price of equipment purchased by the Borrower in the ordinary course of its business and Indebtedness existing upon assets acquired by the Borrower; and

5.2.4 Existing Indebtedness reflected in the Financials.

ARTICLE VI - CONDITIONS TO CREDITOR'S OBLIGATIONS TO LOAN

The conditions listed below are precedent to any obligations of the Creditor and shall be complied with in form and substance satisfactory to Creditor and its counsel prior to the Creditor's obligation to extend any credit under the Loan:

Section 6.1 Each Credit Extension . The obligation of the Creditor to make each Credit Extension pursuant to Article 2 herein is subject to no adverse change in the condition, financial or otherwise of the Borrower and is subject to the following conditions precedent, each of which shall have been met or performed by the Credit Extension Date: (i) No Default or Event of Default shall have occurred and be continuing or will occur upon the making of the Loan on such Credit Extension Date, and all representations and warranties made by the Borrower herein or otherwise in writing in connection herewith shall be true and correct in all material respects with the same effect as though the representations and warranties had been made on and as of such Credit Extension Date, and (ii) a certificate to this effect shall have been issued to the Creditor on such Credit Extension Date by the Borrower’s Treasurer or Chief Financial Officer.

Section 6.2 Loan Documents . The appropriate parties shall have executed and delivered the Note to Creditor.

Section 6.3 Supporting Documents . The Borrower shall have executed and delivered, or caused to be executed and delivered, to the Creditor each of the certificates and the other Loan Documents and all additional opinions, documents and certificates that the Creditor or its counsel may require, and all such opinions, certificates and documents specified in this Article 6 shall be reasonably satisfactory in form and substance to the Creditor and its counsel.

ARTICLE VII- EVENTS OF DEFAULT

Section 7.1 Events of Default . If any one of the following " Events of Default ” shall occur and shall not have been remedied:

7.1.1 Any representation or warranty made or deemed made by the Borrower herein or in any of the other Loan Documents, or in any certificate or report furnished by the Borrower at any time to the Creditor, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date made or deemed made; or

7.1.2 The Borrower shall fail to pay, when due, any principal of or interest on the Note, or to pay when due any other sum payable under this Agreement and the same is not paid within 3 days after written notice from Creditor; or

7.1.3 Any default by the Borrower under any Indebtedness or other obligation to the Creditor which is not cured within any grace periods provided thereunder; or

7.1.4 The Borrower shall default in any material respect in the performance of any agreement, covenant or obligation contained herein or in any of the other Loan Documents if the default continues for a period of 3 days after notice of default to the Borrower by the Creditor; or

7.1.5 Final judgment for the payment of money in an amount in excess of $10,000 shall be rendered against the Borrower and the same shall remain undischarged for a period of 3 days, during which period execution shall not effectively be stayed, provided the Borrower will have the right to contest in good faith by appropriate proceedings and provided the Borrower shall have set aside on its books adequate reserves for payment of such money; or

7.1.6 The Borrower defaults in the performance of its obligations with respect to any Indebtedness in excess of $10,000 or as lessor or lessee under any lease of all or any material portion of its property, after the expiration of any applicable cure periods; or

7.1.7 The Borrower shall cease to exist or to be qualified to do or transact business under the laws of its state of organization or in any places where such existence or qualification is necessary, or shall be dissolved or terminated or shall be a party to a merger or consolidation, or shall sell all or substantially all of its assets; or

7.1.8 The Borrower shall (i) voluntarily terminate operations or apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of the Borrower, or of all or of a substantial part of the assets of the Borrower, (ii) admit in writing its inability, or be generally unable, to pay its debts as the debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect), (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (vi) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vii) take any corporate action for the purpose of effecting any of the foregoing; or

7.1.9 The Borrower shall fail to furnish to the Creditor notice of default in accordance with Section 4.8 hereof, within 3 days after any such notice of default becomes known to the President or Chief Financial Officer of the Borrower, whether or not notification to the Borrower is furnished by the Creditor.

Section 7.2 THEREUPON , in the case of any such Event of Default, the Creditor may, by written notice to the Borrower, at the Creditor’s option: (A) immediately terminate the commitment of the Creditor to extend credit hereunder, and/or (B) immediately declare the principal of, and interest accrued on, the Note and all other amounts due and payable under the Note immediately due and payable without presentment, demand, protest or notice, whereupon the same shall become immediately due and payable.

ARTICLE VIII – MISCELLANEOUS

Section 8.1 No Waiver, Remedies Cumulative . No failure on the part of the Creditor to exercise and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law.

Section 8.2 Survival of Representations . All representations and warranties made herein shall survive the making of the Loan hereunder and the delivery of the Note, and shall continue in full force and effect so long as the Note is outstanding and unpaid and the commitment to make the Loan has not been terminated.

Section 8.3 Notices . Any notice or other communication hereunder to any party hereto shall be by hand delivery, facsimile, recognized overnight courier or registered or certified mail, return receipt requested, and shall be deemed to have been given or made when delivered to the party at its address set forth above or fax number specified next to its signature hereto (or at any other address or fax number that the party may hereafter specify to the other party in writing).

Section 8.4 Construction . This Agreement and the other Loan Documents shall be deemed agreements made under the laws of the State of New York and shall be governed by and construed in accordance with the law of said state without regard to the principles of conflict of laws, and any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents shall be commenced and maintained in any court of competent subject matter jurisdiction in New York County, New York, New York, and any objection to such jurisdiction and venue is hereby expressly waived.

Section 8.5 Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the Borrower and the Creditor, and their respective successors and assigns, provided, that the Borrower may not assign any of its rights, or transfer any of its liabilities, hereunder without the prior written consent of the Creditor, which may be arbitrarily withheld, and any such assignment or transfer will be void.

Section 8.6 Limit on Interest . Anything herein or in the Note to the contrary notwithstanding, the obligations of the Borrower under this Agreement and the Note to the Creditor shall be subject to the limitation that payments of interest to the Creditor shall not be required to the extent that receipt of any such payment by the Creditor would be contrary to provisions of law applicable to the Creditor (if any) which limit the maximum rate of interest which may be charged or collected by the Creditor; provided however, that nothing herein shall be construed to limit the Creditor to presently existing maximum rates of interest, if any increased interest rate is hereafter permitted by reason of applicable federal or state legislation.

Section 8.7 Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to an original and all of which when taken together shall constitute but one and the same instrument.

Section 8.8 Headings . The headings are for convenience only and are not to affect the construction of or to be taken into account in interpreting the substance of this Agreement.

Section 8.9 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid and unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in nature in its terms to such illegal, invalid or unenforceable provision as may be legal, valid and enforceable.

Section 8.10 Entire Agreement . This Agreement is intended by the parties as a final expression of their agreement with respect to the matters herein and is intended as a complete and exclusive statement of the terms hereof, and this Agreement supersedes and replaces all prior negotiations and agreements between the parties hereto, or any of them, whether oral or written regarding such matters. Each of the parties hereto acknowledges that no other party, agent or attorney of any other party, has made any promise, representation or warranty whatsoever, expressed or implied, not contained herein concerning such matters to induce the other party to execute this Agreement or any of the other documents referred to herein, and each party hereto acknowledges that it has not executed this Agreement or such other documents in reliance upon any such promise, representation or warranty not contained herein.

Section 8.11 Integration . This Agreement, together with the other documents and instruments executed herewith and contemplated by this Agreement, comprises the complete and integrated agreement of the parties hereto with respect to the matters herein and supersedes all prior agreements, written or oral, regarding such matters. The Loan Documents were drafted with the joint participation of Borrower and Creditor, and their respective counsel, and shall be construed neither against nor in favor of any of them, but rather in accordance with the fair meaning thereof.

Section 8.12 Course of Dealing; Amendment; Supplemental Agreements . No course of dealing between the Creditor and Borrower shall be effective to amend, modify or change any provision of this Agreement. This Agreement or any document executed in connection herewith, may not be amended, modified, or changed in any respect except by agreement in writing signed by the Creditor and the Borrower.

Section 8.13 Indemnification . The Borrower hereby agrees to hold the Creditor and its officers, directors, employees and agents harmless from and against all claims, damages, liabilities and expenses, including reasonable attorney fees and disbursements of counsel, which may be incurred by or asserted against any of them in connection with or arising out of any investigation, litigation, or proceeding relating to the Loan, except that the Borrower shall not be required to indemnify any of them to the extent that such claims, damages, liabilities or expenses arise from their gross negligence or willful misconduct.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be

effective on the Effective Date.

“BORROWER”

Securitas Edgar Filings, Inc.

/s/ Jeremy Pearman

____________________________

Jeremy Pearman

President & CFO

"CREDITOR"

/s/ Kwajo Sarfoh

____________________________

Kwajo Sarfoh

Individually

COMMERCIAL PROMISSORY NOTE

January 1, 2008

$20,000

FOR VALUE RECEIVED, Securitas Edgar Filings, Inc. (the “ Maker ”), at 35 Meadow Street, Suite 308, Brooklyn, NY 11206, promises to pay to the order of Kwajo Sarfoh (the “ Holder ”), at such place as the Holder may designate in writing, in lawful money of the United States of America, the principal sum of 20,000.00/100 Dollars ($20,000.00). All capitalized terms used in this Note and not otherwise defined herein have the meanings set forth in that certain Credit Agreement dated as of even date herewith (the “ Agreement ”).

The following terms and provisions apply to this Note:

Interest Rate . Interest shall accrue on the principal amount of this note at a rate of Eight percent (8%) per annum.

Payment Terms . Maker shall pay to Holder all outstanding principal and accrued interest on the Maturity Date (defined below); provided, however, that at such time as the Maker receives one or more debt or equity investments at any time after the date first written above, the Maker shall pay to Holder the lessor of i) all outstanding principal and accrued interest of this Note at the time of any such investment; or ii) 8% of such investment(s) until the principal and interest have been paid in full.

Maturity Date . All outstanding principal and unpaid interest under this Note and all other amounts due and payable under this Note shall become automatically due and payable, without demand or notice, on December 31, 2014.

Security and Guarantees . This Note is not secured and there are no personal guarantees regarding this Note.

Prepayment . This Note may be prepaid in whole or in part at any time, and from time to time, without penalty, but any prepayment shall not postpone any required payment hereunder.

General Payment Terms . All payments shall be made in lawful money of the United States. Upon payment in full in accordance with this Note of all of the obligations, this Note shall be surrendered to the Maker for cancellation. The Maker waives presentment, protest, presentation of the Note and any other condition precedent to payment to the Holder. The Maker shall pay all amounts due free and clear of and without reduction or deduction for or on account of any present or future taxes, levies, charges, imports, duties, assessments, withholding or other governmental obligations. The Note may be pledged, sold, hypothecated, or assigned by any assignee of the Holder without consent of the Maker. All payments shall be made by wire transfer or check on the due date to accounts as specified by the Holder or assignees of the Note. Any wire transfer of funds shall not constitute payment until actually credited to such bank account of the Holder as the Holder may from time to time designate.

Computations and Payments . All payments of interest under this Note shall be computed on the basis of a 360-day year factor applied to the actual number of days elapsed. If the date for a payment under this Note shall be a day that is not a business day, then for all purposes of this Note, the payment then due shall be made on the next business day, and such extension of time shall in each case be included in any computation of payments of interest. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges, then to the payment in full of accrued, unpaid interest and finally to the reduction of the unpaid principal balance of this Note.

Default . The occurrence of any one or more of the following shall constitute a default (an “ Event of Default ”) under this Note:

(a)

Any representation or warranty made or deemed made by the Maker herein or in any of the other Loan Documents (as defined in the Agreement), or in any certificate or report furnished by the Maker at any time to the Holder, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date made or deemed made; or

(b)

The Maker shall fail to pay, when due, any principal of or interest on the Note, or to pay when due any other sum payable under the Agreement and the same is not paid within 3 days after written notice from Holder; or

(c)

Any default by the Maker under any Indebtedness (as defined in the Agreement) or other obligation to the Holder which is not cured within any grace periods provided thereunder; or

(d)

The Maker shall default in any material respect in the performance of any agreement, covenant or obligation contained herein or in any of the other Loan Documents if the default continues for a period of 3 days after notice of default to the Maker by the Holder; or

(e)

Final judgment for the payment of money in an amount in excess of $10,000 shall be rendered against the Maker and the same shall remain undischarged for a period of 3 days, during which period execution shall not effectively be stayed, provided the Maker will have the right to contest in good faith by appropriate proceedings and provided the Maker shall have set aside on its books adequate reserves for payment of such money; or

(f)

The Maker defaults in the performance of its obligations with respect to any Indebtedness in excess of $10,000 or as lessor or lessee under any lease of all or any material portion of its property, after the expiration of any applicable cure periods; or

(g)

The Maker shall cease to exist or to be qualified to do or transact business under the laws of its state of organization or in any places where such existence or qualification is necessary for Maker to conduct its business, or shall be dissolved or terminated or shall be a party to a merger or consolidation, or shall sell all or substantially all of its assets; or

(h)

The Maker shall (i) voluntarily terminate operations or apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of the Maker, or of all or of a substantial part of the assets of the Maker, (ii) admit in writing its inability, or be generally unable, to pay its debts as the debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect), (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (vi) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vii) take any corporate action for the purpose of effecting any of the foregoing; or

(i)

The Maker shall fail to promptly furnish to the Holder notice of a Default (as defined in the Agreement) or an Event of Default, within 3 days after any such Default or Event of Default becomes known to the President or Chief Financial Officer of the Maker, whether or not notification to the Maker is furnished by the Holder.

Late Charge . Maker shall pay to Holder a late charge equal to 5% of any amount due hereunder that is not received by Holder within three (3) days of when such amount is due. Maker agrees that it would be extremely difficult or impractical to determine Holder’s actual damages in the event of such late payment, that the amount specified above is a reasonable estimate of such damages and that such amount shall constitute liquidated damages for such late payment. The foregoing provision shall not be construed to extend the due date for any amount required to be paid hereunder. Holder shall have no obligation to accept any late payment not accompanied by such late charge.

10.

Remedies . Upon the occurrence of an Event of Default and so long as the Event of Default shall continue unwaived by Holder, the Holder may, by written notice to the Maker, at the Holders’s option:

(a)

immediately terminate the commitment of the Holder to extend credit to the Maker under the Agreement; and/or

(b)

immediately declare the principal of, and interest accrued on, this Note and all other amounts due and payable under this Note immediately due and payable without presentment, demand, protest or notice, whereupon the same shall become immediately due and payable.

The Holder may exercise any of its rights and remedies set forth herein. The remedies of Holder shall be cumulative and concurrent, and may be pursued singly, successively, or together, at Holder’s sole discretion, and may be exercised as often as the occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof.

11.

Extensions . Maker consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Maker. No extension of time for the payment of this Note or any installment due hereunder made by agreement with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the liability of Maker, either in whole or in part, unless Holder agrees otherwise in writing.

12.

Limit of Validity . It is the intention of the parties hereto to comply with all applicable usury laws; accordingly, it is agreed that notwithstanding any provision to the contrary herein, no such provision shall require the payment of or permit the collection of interest in excess of the maximum permitted by law to be collected from the Maker. If any excess of interest in such respect is provided for, or shall be adjudicated to be so provided for, herein then in such event (a) the provisions of this paragraph shall govern and control, (b) neither the Maker nor their successors or assigns or any other party liable for the payment hereof, shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount permitted by law, and the same shall be construed as a mutual mistake of the parties, and (c) any such excess which may have been collected shall be, at the option of the Holder, either applied as a credit against the then unpaid Principal amount hereof or refunded to Maker.

13.

Collection Costs and Expenses . Maker shall pay all costs, fees and expenses (including court costs and reasonable attorneys’ fees) incurred by Holder in collecting or attempting to collect any amount that becomes due hereunder or in seeking legal advice with respect to such collection or a default hereunder.

14.

Notices . All notices, requests, demands, and other communications with respect hereto shall be in writing and shall be delivered by hand, sent prepaid by air courier or sent by the United States mail, certified, postage prepaid, return receipt requested, at the addresses designated herein or such other address as the parties may designate to each other in writing.

15.

Amendments Only in Writing . This Note or any provision hereof may be waived, changed, modified or discharged only by agreement in writing signed by Maker and Holder.

16.

Obligations Joint and Several . The term “ Maker ” shall include each person and entity now or hereafter liable hereunder, whether as maker, principal, surety, guarantor, endorser or otherwise, each of whom shall be jointly, severally and primarily liable for all of the obligations set forth herein.

17.

Time of Essence . TIME IS OF THE ESSENCE with respect to the performance by the Maker of each of their obligations hereunder.

18.

Choice of Law . This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted, without regard to the principles of conflict of laws, in accordance with the laws of the State of New York where jurisdiction shall lie, and the venue for the resolution of any dispute arising hereof shall be in New York County, New York, New York.

19.

Severability . If any provision of this Note is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Note shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid and unenforceable provision, there shall be added automatically as part of this Note a provision as similar in nature in its terms to such illegal, invalid or unenforceable provision as may be legal, valid and enforceable.

IN WITNESS WHEREOF , the Maker has caused this Note to be signed in its name by its duly authorized officer on the date first written above.

“ MAKER”

SECURITAS EDGAR FILINGS, INC.

/s/ Jeremy Pearman

Jeremy Pearman

President & CFO

CREDIT AGREEMENT

This Credit Agreement (this " Agreement "), dated as of January 1, 2008 (the " Effective Date "), is made by and among Securitas Edgar Filings, Inc. a Nevada corporation the " Borrower ") and Jeremy Pearman, an individual (the " Creditor ").

W I T N E S S E T H

WHEREAS , the Borrower desire to obtain credit from the Creditor for working capital and other general business purposes; and

WHEREAS , the Creditor is willing to extend credit to the Borrower on the terms and subject to the conditions hereinafter set forth.

ARTICLE I – DEFINITIONS

1.1.1 " Credit Extension " shall mean the extensions of credit by the Creditor to the Borrower on any given Credit Extension Date.

1.1.2 " Credit Extension Date " shall mean the date as of which a Credit Extension is consummated.

1.1.3 " Default " means any event which, with the lapse of time, the giving of notice, or both, would become an Event of Default.

1.1.6 " Loan " shall mean the aggregate principal amount of credit extended by the Creditor as a loan or loans to the Borrower under Article 2 hereof, or, where the context so requires.

1.1.8 " Note " shall mean the $10,000 Commercial Promissory Note described in Section 2.2 hereof and dated of even date herewith and payable to the order of the Creditor, substantially in the form of Exhibit "A" attached hereto and made a part hereof, and any modifications, renewals, replacements or substitutions therefor made from time to time hereafter, and to the extent applicable.

ARTICLE II - LOAN

Section 2.1 Loan . The Creditor shall make Credit Extensions to the Borrower in the gross amount of $10,000 (the “ Loan ”) upon receipt of an authorization (a “ Draw Authorization ”) in the form and content substantially the same as the attached Exhibit "B" .

ARTICLE III - REPRESENTATIONS AND WARRANTIES

ARTICLE IV - AFFIRMATIVE COVENANTS

Section 4.5 Payment of Indebtedness, Taxes, Etc .

4.5.1 Pay all of its indebtedness and obligations promptly and in accordance with normal terms; and

Section 4.8 Notice of Default . Upon the occurrence of any Default or Event of Default, promptly furnish written notice thereof to the Creditor.

ARTICLE V – RESTRICTIVE COVENANT

Section 5.1 Limitation on Indebtedness . Incur, create, assume or permit to exist any Indebtedness, except

5.2.1 The Note and any other Indebtedness of the Borrower to the Creditor;

5.2.4 Existing Indebtedness reflected in the Financials.

ARTICLE VI - CONDITIONS TO CREDITOR'S OBLIGATIONS TO LOAN

Section 6.2 Loan Documents . The appropriate parties shall have executed and delivered the Note to Creditor.

ARTICLE VII- EVENTS OF DEFAULT

Section 7.1 Events of Default . If any one of the following " Events of Default ” shall occur and shall not have been remedied:

7.1.3 Any default by the Borrower under any Indebtedness or other obligation to the Creditor which is not cured within any grace periods provided thereunder; or

ARTICLE VIII – MISCELLANEOUS

Section 8.8 Headings . The headings are for convenience only and are not to affect the construction of or to be taken into account in interpreting the substance of this Agreement.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be

effective on the Effective Date.

“BORROWER”

Securitas Edgar Filings, Inc.

/s/ Jeremy Pearman

_____________________________

Jeremy Pearman

President & CFO

"CREDITOR"

/s/ Jeremy Pearman

______________________________

Jeremy Pearman

Individually

COMMERCIAL PROMISSORY NOTE

January 1, 2008

$10,000

FOR VALUE RECEIVED, Securitas Edgar Filings, Inc. (the “ Maker ”), at 35 Meadow Street, Suite 308, Brooklyn, NY 11206, promises to pay to the order of Jeremy Pearman (the “ Holder ”), at such place as the Holder may designate in writing, in lawful money of the United States of America, the principal sum of 10,000 00/100 Dollars ($10,000.00). All capitalized terms used in this Note and not otherwise defined herein have the meanings set forth in that certain Credit Agreement dated as of even date herewith (the “ Agreement ”).

The following terms and provisions apply to this Note:

Interest Rate . Interest shall accrue on the principal amount of this note at a rate of Eight percent (8%) per annum.

Security and Guarantees . This Note is not secured and there are no personal guarantees regarding this Note.

Prepayment . This Note may be prepaid in whole or in part at any time, and from time to time, without penalty, but any prepayment shall not postpone any required payment hereunder.

Default . The occurrence of any one or more of the following shall constitute a default (an “ Event of Default ”) under this Note:

(a)

(b)

(c)

Any default by the Maker under any Indebtedness (as defined in the Agreement) or other obligation to the Holder which is not cured within any grace periods provided thereunder; or

(d)

(e)

(f)

(g)

(h)

(i)

10.

(a)

immediately terminate the commitment of the Holder to extend credit to the Maker under the Agreement; and/or

(b)

11.

12.

13.

14.

15.

Amendments Only in Writing . This Note or any provision hereof may be waived, changed, modified or discharged only by agreement in writing signed by Maker and Holder.

16.

17.

Time of Essence . TIME IS OF THE ESSENCE with respect to the performance by the Maker of each of their obligations hereunder.

18.

19.

IN WITNESS WHEREOF , the Maker has caused this Note to be signed in its name by its duly authorized officer on the date first written above.

“ MAKER”

SECURITAS EGDAR FILINGS, INC.

/s/ Jeremy Pearman

________________________________

Jeremy Pearman

President & Treasurer

LINE-OF-CREDIT

DRAW AUTHORIZATION

Date Executed: _________________

I, _________________ of Securitas Edgar Filings, Inc., a Nevada corporation, hereby authorize and direct ______________ to make a loan advancement in the amount of $_________, against our Commercial Promissory Note. I acknowledge that the advance will increase the balance due under the Commercial Promissory Note.

/s/

________________________________

Jeremy Pearman

CFO

Exhibit 14.1

SECURITAS EDGAR FILINGS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
FOR MEMBERS OF MANAGEMENT AND

THE BOARD OF DIRECTORS

Introduction

The Board of Directors (the "Board") of Securitas Edgar Filings, Inc. (“Securitas”) has adopted the following Code of Business Conduct and Ethics for Members of Management and the Board of Directors (the "Code"). Officers and Directors are expected to comply with the letter and spirit of this Code. No code or policy can anticipate every situation that may arise. This Code is designed to maintain high standards of professional business ethics at Securitas. Accordingly, this Code is intended to serve as a set of guiding principles for Officers and Directors. Officers and Directors must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. Officers and Directors are encouraged to bring questions about particular circumstances that may involve one or more of the provisions of this Code to the attention of the Chairman of the Board. Directors who also serve as officers or employees of Securitas or any of its affiliates must also comply with the Securitas Business Ethics and Corporate Policy.

1. Ethical Standards and Compliance with Laws, Rules and Regulations

Securitas expects its Officers and Directors to exercise the highest degree of professional and business ethics in all actions they undertake on behalf of Securitas. All Officers and Directors are expected to conduct all their business and affairs in full compliance with applicable laws, rules and regulations, and shall encourage and promote such behavior for themselves, officers and employees.

2. Conflicts of Interest

Officers and Directors must avoid any conflicts of interest between themselves and Securitas. A "conflict of interest" exists when a Manager or Director's personal or professional interest is adverse to – or may appear to be adverse to – the interests of Securitas. Conflicts of interest may also arise when a Manager or Director, or members of his or her family, or an organization with which the Manager or Director is affiliated receives improper personal benefits as a result of his or her position as a Manager or Director of Securitas. Conflicts of interest should be promptly disclosed to the Chairman of the Board.

3. Insider Trading

The securities laws impose severe sanctions upon any individual who uses "inside information" for his or her own benefit or discloses it to others for their use. Officers or Directors who have access to confidential information as a result of their Management position or Board service are not permitted to use or share that information for securities trading purposes or for any other purpose except the conduct of Securitas's business. All non-public information about Securitas should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal.

4. Corporate Opportunities

Officers and Directors are prohibited from taking for themselves personally or for the organizations with which they are affiliated opportunities that are discovered through the use of Securitas property, information or position without the consent of the Board of Directors. No Officer or Director may use Securitas property, information, or position for improper personal gain. Officers and Directors owe a duty to Securitas to advance its legitimate interests when the opportunity to do so arises.

5. Competition and Fair Dealing

Securitas adheres to a policy of fair dealing in all its activities. Officers and Directors shall endeavor to deal fairly with Securitas's customers, suppliers, competitors and employees. No Manager or Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships. It is not to gain unfair advantage with customers. Officers, Directors and members of their immediate families may not accept gifts from persons or entities where any such gift is being made in order to influence the Manager or Director's actions as a member Management or of the Board, or where acceptance of the gifts could create the appearance of such influence.

6. Confidentiality

Officers and Directors must maintain the confidential information entrusted to them by Securitas and its customers, except when disclosure is required by law or regulation. Confidential information includes all non-public information that might be of use to competitors, or harmful to Securitas, if disclosed. It also includes information that vendors have entrusted to Securitas.

7. Protection and Proper Use of Assets

Officers and Directors may not use Securitas assets, labor or information for personal use, unless approved by the Corporate Governance Committee, or as part of a compensation or expense reimbursement available to all members of Management or the Board of Directors.

8. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code may be made only by the Board and will be promptly publicly disclosed.

9. Reporting any Illegal or Unethical Behavior

Officers and Directors should promote ethical behavior and encourage an environment in which Securitas encourages employees to talk to supervisors, Officers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. It is the policy of Securitas to not permit retaliation for reports of misconduct by others made in good faith.

10. Enforcement of the Code of Business Conduct and Ethics

The Chairman of the Board shall determine appropriate actions to be taken in the event of violations of this Code. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code. In determining what action is appropriate in a particular case, the Chairman shall take into account all relevant information, including the nature and severity of the violation, whether the violation appears to have been intentional or inadvertent, and whether the individual in question had been advised prior to the violation as to the proper course of action.

11. Annual Review

The Board shall review and reassess the adequacy of the Code annually and make any amendments to the Code that the Board deems appropriate.

12. Acknowledgement by Management and Directors

Each member of Management and the Board of Directors shall execute a copy of this Code of Ethics to acknowledge that he or she has received a copy of the Code, is familiar with its contents and agrees to be bound by its terms.

Adopted by the Board of Directors on February 19, 2007

[EXHIBIT231PARITZFINAL001.JPG]

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of our report dated February 11, 2010, relating to our audit of the financial statements of Securitas Edgar Filings, Inc. as of December 31, 2009 and 2008 appearing in the prospectus, which is a part of such Registration Statement.

[EXHIBIT231PARITZFINAL003.GIF]

Paritz & Company, P.A.

Hackensack, New Jersey

June 25, 2010

EXHIBIT 5.1

EXHIBIT 23.2

ROBERT L. B. DIENER

Attorney at Law

122 Ocean Park Blvd. Suite 307

Santa Monica, CA 90405

(310) 396-1691 Fax: (310) 362-8887

r.diener@vereizon.net

June 21, 2010

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE: SECURITAS EDGAR FILINGS, INC.

FORM S-1 REGISTRATION STATEMENT

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed by Securitas Edgar Filings, Inc., a Nevada corporation (the "Company"), with the Securities and Exchange Commission.

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Robert L. B. Diener

Law Offices of Robert Diener

EXHIBIT 5.1

EXHIBIT 23.2

ROBERT L. B. DIENER

Attorney at Law

122 Ocean Park Blvd. Suite 307

Santa Monica, CA 90405

(310) 396-1691 Fax: (310) 362-8887

r.diener@vereizon.net

June 21, 2010

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE: SECURITAS EDGAR FILINGS, INC.

FORM S-1 REGISTRATION STATEMENT

Ladies and Gentlemen:

Very truly yours,

/s/ Robert L. B. Diener

Law Offices of Robert Diener