Delaware
|
7359
|
32-0416399
|
||
(State or other Jurisdiction of Incorporation)
|
(Primary Standard Classification Code)
|
(IRS Employer Identification No.)
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Large accelerated filer
|
o
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Accelerated filer
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o
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Non-accelerated filer
|
o
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Smaller reporting company
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þ
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Title of Each Class of Securities to be Registered
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Amount to be
Registered
|
Proposed Maximum
Offering Price
Per Share (1)
|
Proposed Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
|
|||||||||
Common Stock, par value $0.0001
|
569,500
|
$
|
0.10
|
$56,050
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$
|
5.65
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(1)
|
The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price shares were sold to our shareholders in a private placement memorandum. The price of $0.10 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. The fixed price of $0.10 has been determined as the selling price based upon the original purchase price paid by certain selling shareholders of $0.02 plus an increase based on the fact the shares will be liquid and registered. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, nor can there be any assurance that such an application for quotation will be approved. There is no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained. In the absence of a trading market or an active trading market, investors may be unable to liquidate their investment or make any profit from the investment.
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PRELIMINARY PROSPECTUS
|
SUBJECT TO COMPLETION
|
DATED FEBRUARY __, 2016
|
●
|
Our ability to successfully execute our business model.
|
●
|
Growth in demand for our consulting services.
|
Common stock offered by selling security holders
|
569,500 shares of common stock.
|
Common stock outstanding before the offering :
|
4,107,000 shares of common stock.
|
Common stock outstanding after the offering
|
4,107,000 shares of common stock
|
Terms of the Offering
|
The selling security holders will determine when and how they will sell the common stock offered in this prospectus.
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Use of Proceeds
|
We are not selling any shares of the common stock covered by this prospectus, and, as a result, will not receive any proceeds from this offering.
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Risk Factors
|
The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” below.
|
Year Ending December 31, 2015
|
Year Ending December 31, 2014
|
|||||||
Revenues
|
$
|
170,697
|
$
|
56,786
|
||||
Cost of Revenues
|
$
|
62,223
|
$
|
23,750
|
||||
Operating Expenses
|
$
|
99,462
|
$
|
38,063
|
||||
Net Income (Loss) from operations
|
$
|
9,012
|
|
$
|
(5,027)
|
|||
As of December
31, 2015
|
As of December 31, 2014
|
|||||||
Total Assets
|
$
|
26,203
|
$
|
18,372
|
||||
Total Liabilities
|
$
|
11,941
|
$
|
13,122
|
||||
Working Capital
|
$
|
11,012
|
$
|
5,250
|
||||
Shareholder’s Equity
|
$
|
14,262
|
$
|
5,250
|
●
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that a broker or dealer approve a person's account for transactions in penny stocks; and
|
●
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the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
|
●
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obtain financial information and investment experience objectives of the person; and
|
●
|
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
|
●
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sets forth the basis on which the broker or dealer made the suitability determination; and
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●
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that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
|
●
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actual or anticipated variations in our quarterly operating results;
|
●
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announcements by us of acquisitions;
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●
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additions or departures of our key personnel; and.
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●
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sales of our common stock
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●
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have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
|
●
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comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit
firm rotation or a supplement to the
auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
|
●
|
submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and
|
|
●
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance
and comparisons of the CEO's compensation to median employee compensation.
|
Name of selling shareholder
|
N
umbe
r of shares to be sold
|
Maximum # of shares to be offered
|
Ownership % after Sale
|
|||||||||
Howard Kaplan (17)
|
80,000 | 75,000 | * | |||||||||
Kelly Kaplan (18)
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80,000 | 5,000 | * | |||||||||
Michael E Tobler (3)
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75,000 | 75,000 | * | |||||||||
Launa Whalen (5)
|
10,000 | 5,000 | * | |||||||||
Edward Whalen (6)
|
10,000 | 5,000 | * | |||||||||
Victor Uscilla (10)
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10,000 | 5,000 | * | |||||||||
Theresa Uscilla (11)
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10,000 | 5,000 | * | |||||||||
Linda Carlsen
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5,000 | 5,000 | * | |||||||||
Conrad Huss
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5,000 | 5,000 | * | |||||||||
Lisa North (9)
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10,000 | 5,000 | * | |||||||||
Thaddeus North (3),(8)
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10,000 | 5,000 | * | |||||||||
Ryan Onthank (12)
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12,500 | 5,000 | * | |||||||||
R. Pierce Onthank Sr (1)
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42,500 | 12,500 | * | |||||||||
R. Pierce Onthank Jr (4)
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12,500 | 12,500 | * | |||||||||
Susan Onthank (16)
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42,500 | 12,500 | * | |||||||||
Jeremy Curtis Quinn
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12,500 | 12,500 | * | |||||||||
Sean Vazquez (7)
|
37,500 | 12,500 | * | |||||||||
Grace Neuert (7)
|
37,500 | 12,500 | * | |||||||||
Chris Neuert (7)
|
37,500 | 12,500 | * | |||||||||
Derek Cahill
|
12,500 | 12,500 | * | |||||||||
Robert Kudrick Jr
|
12,500 | 12,500 | * | |||||||||
Henry Howard
|
12,500 | 12,500 | * | |||||||||
Narine Persaud (13)
|
25,000 | 12,500 | * | |||||||||
Sabrina Persaud (14)
|
25,000 | 12,500 | * | |||||||||
Richard Persaud (15)
|
12,500 | 12,500 | * | |||||||||
John Murphy
|
12,500 | 12,500 | * | |||||||||
Michael George (3)
|
12,500 | 12,500 | * | |||||||||
Criag Lenahan (2)
|
12,500 | 12,500 | * | |||||||||
Marianne Lenahan (7)
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12,500 | 12,500 | * | |||||||||
Benjamin Prince
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12,500 | 12,500 | * | |||||||||
Shane Miller
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12,500 | 12,500 | * | |||||||||
Leam B Odette
|
12,500 | 12,500 | * | |||||||||
Ryan Alan Neely
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12,500 | 12,500 | * | |||||||||
James Cavallo
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12,500 | 12,500 | * | |||||||||
David Kliminzak
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12,500 | 12,500 | * | |||||||||
Daniel Luciano (19)
|
82,000 | 82,000 | * | |||||||||
Totals
|
569,500 |
*less than 1%
|
|
(1) Includes 12,500 shares held by Susan Onthank, Mr. Onthank Sr.’s spouse. Mr. Onthank is the father of Ryan and R. Pierce Onthank, Jr., his adult sons.
|
|
(2)
Mr. Lenahan
is the adult son of Marianne Lenahan. Mr. Lenahan is of legal age, has sole and dispositive rights over the disposal of her shares and the voting rights attached thereto and is not directly or indirectly influenced or controlled by his parents.
|
|
(3) Affiliate of a broker-dealer. Selling stockholder has certified that at the time he/she purchased the shares being registered hereunder, he/she had no agreements or understandings, directly or indirectly with any person to distribute the subject securities. All of these shares were purchased in the ordinary course of business.
|
|
(4) Mr. Onthank,Jr. is the adult son of R. Pierce Onthank, Sr. and Susan Onthank and brother of Ryan Onthank. Mr. Onthank is of legal age, has sole and dispositive rights over the disposal of his shares and the voting rights attached thereto and is not directly or indirectly influenced or controlled by his parents or siblings.
|
|
(5) Includes 5,000 shares held by Edward Whalen, Mrs. Whelan’s spouse.
|
|
(6) Includes 5,000 shares held by Launa Whalen, Mr. Whelan’s spouse.
|
|
(7) Mother of Craig Lenahan, her adult son.
|
|
(8) Includes 5,000 shares held by Lisa North, Mr. North’s spouse.
|
|
(9) Includes 5,000 shares held by Thaddeus North, Mrs. North’s spouse.
|
|
(10) Includes 5,000 shares held by Theresa Uscilla, Mr. Uscilla’s spouse.
|
|
(11) Includes 5,000 shares held by Victor Uscilla, Mrs. Uscilla’s spouse.
|
|
(12) Mr. Onthank is the adult son of R. Pierce Onthank, Sr. and Susan Onthank and brother of Pierce Onthank, Jr.. Mr. Onthank is of legal age, has sole and dispositive rights over the disposal of his shares and the voting rights attached thereto and is not directly or indirectly influenced or controlled by his parents or siblings.
|
|
(13) Includes 12,500 shares held by Sabrina Persaud, Mr. Persaud’s spouse. Mr. Persaud is also the father of Richard Persaud, his adult son.
|
|
(14)
Includes 12,500 shares held by Bodhnarine Persaud, Mrs. Persaud’s spouse. Mrs. Persaud is also the mother of Richard Persaud, her adult son.
|
|
(15)
Mr. Persaud is the adult son of Bodhnarine and Sabrina Persaud. Mr. Persuad is of legal age, has sole and dispositive rights over the disposal of his shares and the voting rights attached thereto and is not directly or indirectly influenced or controlled by his parents.
|
|
(16)
Includes 12,500 shares held by R. Pierce Onthank, Sr., Ms. Onthank’s spouse. Ms. Onthank is also the mother of Ryan and R. Pierce Onthank, Jr., her adult sons.
|
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(17)
Includes 5,000 shares held by Kelly Kaplan, Mr. Kaplan’s spouse.
|
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(18)
Includes 75,000 shares held by Howard Kaplan, Mrs. Kaplan’s spouse.
|
|
(19)
Daniel Luciano is legal counsel to the Company and is providing the legal opinion for the validity of the common stock being offered by this prospectus.
|
● |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
● |
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
|
● |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
● |
an exchange distribution in accordance with the rules of the applicable exchange;
|
● |
privately negotiated transactions;
|
● |
short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;
|
● |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
● |
broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; and
|
● |
a combination of any such methods of sale.
|
●
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Companies that produce, manufacture or process things;
|
●
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Companies that retail, distribute or merchant things; or
|
●
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Companies that offer professional advice or knowledge-based services.
|
● |
it is large, continues to grow and remains underserved by professional services companies; and
|
● |
it typically has fewer in-house resources than larger businesses and, as a result, is generally more dependent on external resources;
|
●
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Rolling out various outbound sales and marketing campaigns to grow our client base;
|
●
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Expanding our outsourced consultant base to assist in cost efficiently delivering our services; and
|
●
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Growth through acquisition or strategic reseller agreements with complementary service providers and software product companies.
|
1.
|
Business Process Outsourcing (“BPO”)
brings people and business processes to clients. BPO
solutions range from providing selected business process services to providing entire back office and department support. Clients needs for business process outsourcing may be as simple as interim staff support, or as complex as a complete outsourcing of their department functions with high-level support and oversight by experts.
|
2.
|
Software Managed Outsourcing (“SMO”)
bring currently available third party software products to clients.
SMO is an essential tool for small businesses looking to run more efficiently and effectively. Through this strategy, businesses don’t have to make the permanent, large investment of purchasing software. Instead, they pay a monthly fee for a cloud based, third party software delivered through the internet.
|
● | Allowing businesses to centralize the important operations; |
● | Ensuring business finance and accounting will be best taken care of when handed to a professional. Instead of businesses trying to do their own books, they can hire a quality accountant and trust that the books are being done right; |
● | Saving money. Since businesses will be freeing up employee time to handle the integral parts of your business, they can save a money; and |
● | Leaving the professional jobs to the professionals. Chances are, there are certain aspects of a business that are being handled by people who do not specialize in that area. This could lead to subpar work simply because the employee is not properly trained. |
●
|
Financial Reporting,
Accounting & Bookkeeping,
|
●
|
Sales & Marketing,
|
● |
Legal and Compliance,
and
|
● |
Human Resource Management
|
● | Collaboration Software |
● | Customer Management Software |
● | Finance & Accounting Software |
● | HR & Employee Management Software |
● | Integration Solutions Software |
● | Internet & Online Software |
● | Communications Software |
● | IT Management Software |
● | Marketing Software |
● | Operations Management Software |
● | Project Management & Planning Software |
● | Sales Software |
1.
|
Financial Management Maturity Grader
|
2.
|
Digital Marketing Maturity Grader
|
3.
|
Performance-Based Management Grader
|
4.
|
Overall Revenue Maturity Grader
|
5.
|
Overall Revenue Check-Up
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
Financial Statements
|
||
Balance Sheets as of December 31, 2015 and 2014
|
F-3
|
|
Statements of Operations for the years ended December 31, 2015 and December 31, 2014
|
F-4
|
|
Statements of Stockholders’ Equity(Deficit) for the period from December 31, 2013 through December 31, 2015
|
F-5
|
|
Statements of Cash Flows for the years ended December 31, 2015 and December 31, 2014
|
F-6
|
|
Notes to Financial Statements
|
F-7
|
Year Ended
December 31,
2015
|
Year Ended
December 31,
2014
|
|||||||
|
|
|||||||
Revenues:
|
||||||||
Professional service revenues
|
$ | 168,017 | $ | 56,786 | ||||
Client expense reimbursement
|
2,680 | - | ||||||
Total Revenues
|
170,697 | 56,786 | ||||||
Cost of revenues
|
25,223 | - | ||||||
Cost of revenues from a related party
|
37,000 | 23,750 | ||||||
Gross Profit
|
108,474 | 33,036 | ||||||
Operating expenses:
|
||||||||
General and administrative
|
71,962 | 18,313 | ||||||
General and administrative costs from a related party
|
27,500 | 19,750 | ||||||
Total operating expenses
|
99,462 | 38,063 | ||||||
Net Income (Loss) from operations
|
9,012 | (5,027 | ) | |||||
Net Income (Loss) before taxes
|
9,012 | (5,027 | ) | |||||
Income tax provision
|
- | - | ||||||
Net Income (loss) applicable to common shareholders
|
$ | 9,012 | $ | (5,027 | ) | |||
Net income( loss) per share - basic and diluted
|
$ | 0.00 | $ | (0.00 | ) | |||
Weighted number of shares outstanding -
|
||||||||
Basic and diluted
|
4,025,000 | 3,553,288 |
Preferred Stock
|
Common
|
Paid-In
|
Retained
|
Stockholders'
|
||||||||||||||||||||||||
|
Shares
|
Par Value
|
Shares
|
Par Value
|
Capital
|
Deficit
|
Equity (Deficit)
|
|||||||||||||||||||||
Balance December 31, 2013
|
- | $ | - | 3,500,000 | $ | 350 | $ | 24,650 | $ | (25,224 | ) | (224 | ) | |||||||||||||||
Issuance of common stock
|
525,000 | 53 | 10,448 | 10,501 | ||||||||||||||||||||||||
Net loss for period
|
- | - | (5,027 | ) | (5,027 | ) | ||||||||||||||||||||||
- | - | |||||||||||||||||||||||||||
Balance December 31, 2014
|
- | $ | - | 4,025,000 | $ | 403 | $ | 35,098 | (30,251 | ) | 5,250 | |||||||||||||||||
Net income for period
|
- | - | 9,012 | 9,012 | ||||||||||||||||||||||||
Balance December 31, 2015
|
- | $ | - | 4,025,000 | $ | 403 | $ | 35,098 | $ | (21,239 | ) | $ | 14,262 |
Year Ended December 31 2015
|
Year Ended December 31 2014
|
|||||||
|
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net Income (loss)
|
$ | 9,012 | $ | (5,027 | ) | |||
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities:
|
||||||||
Depreciation
|
650 | - | ||||||
Change in operating assets and liabilities:
|
||||||||
Due from shareholder
|
(8,000 | ) | (5,000 | ) | ||||
Prepaid expenses
|
(5,000 | ) | - | |||||
Accounts payable and accrued expenses
|
(1,181 | ) | 10,873 | |||||
Net cash (used in) provided by operating activities
|
$ | (4,519 | ) | $ | 846 | |||
CASH FLOW FROM INVESTING ACTIVITIES:
|
||||||||
Acquisition of fixed assets
|
(3,900 | ) | - | |||||
Net cash (used in) investing activities
|
$ | (3,900 | ) | $ | - | |||
CASH FLOW FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from issuance of common stock
|
- | 10,500 | ||||||
Net cash provided by financing activities
|
$ | - | $ | 10,500 | ||||
NET INCREASE (DECREASE) IN CASH
|
(8,419 | ) | 11,346 | |||||
CASH AND CASH EQUIVALENTS at beginning of period
|
13,372 | 2,026 | ||||||
CASH AND CASH EQUIVALENTS at end of period
|
$ | 4,953 | $ | 13,372 | ||||
Supplemental disclosure of cash flow information
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$ | - | $ | - | ||||
Income Taxes
|
$ | - | $ | - |
● | there is persuasive evidence of an arrangement; |
● |
the service has been provided to the customer;
|
● |
the collection of the fees is reasonably assured; and
|
● |
the amount of fees to be paid by the customer is fixed or determinable.
|
Years ended
December 31, 2015 |
Years ended
December 31, 2014
|
|||||||
Tax Provision (Benefit):
|
||||||||
Current Federal-State
|
$ | 1,352 | $ | - | ||||
Deferred tax benefit | (1,352 | ) | (754 | ) | ||||
Change in valuation allowance
|
- | 754 | ||||||
Total tax provision
|
$ | - | $ | - |
December 31, 2015
|
December 31, 2014
|
|||||||
Loss carry-forwards
|
$ | 3,186 | $ | 4,538 | ||||
Less - valuation allowance
|
(3,186 | ) | (4,538 | ) | ||||
Total net deferred tax assets
|
$ | - | $ | - |
●
|
Rolling out various outbound sales and marketing campaigns to grow our client base;
|
●
|
Expanding our outsourced third party provider base to assist in cost efficiently delivering our services; and
|
●
|
Growth through acquisition with complementary service providers and software product companies.
|
– | Development of our business plan |
– | Developed a shareholder base and obtained capital through the sale of common stock. |
– | developed the basic components of our delivery system, including engagement sizing and business-area maturity grading tools; |
– | Since inception we have generated over $234,000 from 11 clients and for the year ended December 31, 2015 reported net income ; |
– | We have developed and launched our website, www.rboutsourcing.com |
– | We have identified 25 business software-as-a-service tools that should help our clients streamline their operations and corporate functions |
– | continue to standardize the processes of how our consulting services are provided. This is important to allow us to efficiently scale our operations with increased revenue. We anticipate this to be completed by the end of the third calendar quarter of 2016. We are already delivering services the process has already been designed and now will focus on continuous improvements. We anticipate this to cost around $15,000; |
– | increase efforts to acquire new clients. We plan to do internet marketing that might include, search engine marketing, blogging, social media, affiliated marketing, organic and paid for search engine optimization. We may also employ certain traditional marketing tactics, including, mail, phone calls, content development, industry networking and direct selling. We plan to issue our first Internet marketing campaign in the third calendar quarter of 2016. We anticipate this to cost around $15,000; |
– | Our internal performance metric milestone targets include: |
1.
|
Target number of customers. By December 31, 2016, we are targeting to engage a minimum of two new customers per month with a cumulative target of 20 customers over the next twelve months. The targeted customer retention rate for new customers is six months. We intend to reinvest from 25%-50% of our profits back into sales and marketing efforts. We expect our marketing efforts to drive the speed at which our client base grows.
|
2.
|
Refine through independent research and feed-back from clients, our database of what we consider best-in-class business software-as-a-service tools. By December 2016, we intend to have a database of over 100 such products to advise our clients on, help them implement and maintain.
|
3. | New employees; Our business model for expansion of direct in-house participants is under an independent contractor/cash or fixed fee basis.If an independent contractor is utilized on a particular engagement, in advance of commencing such work and agreed upon price is established based upon the scope of work.. Furthermore, these independent contractors general work remotely. As such, this keeps our fixed overhead very low and motivates our people to drive more revenue |
Name
|
Age
|
Position
|
||
Mary Ellen Schloth
|
52
|
Director (Chairman), President, CEO. CFO
|
Name and principal position (a)
|
Year (b)
|
Salary ($)
(c)
|
Bonus ($)
(d)
|
Stock Awards ($)
(e)
|
Option Awards ($)
(f)
|
Non-Equity Incentive Plan
Compensation ($)
(g)
|
Nonqualified Deferred Compensation Earnings
($)
(h)
|
All Other Compensation ($)
(i)
|
Total ($)
(j)
|
|||||||||||||||||||||||||
Mary Ellen Schloth
CEO, CFO and Director
|
2015, 2014, 2013
|
0
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Name And Address (1)
|
Beneficially
Owned
|
Percentage
Owned
|
||||||
Mountain Laurel Holdings Inc (2)
|
3,500,000
|
85.2
|
%
|
|||||
All directors and officers as a group (1 persons)
|
3,500,000
|
85.2
|
%
|
(A)
|
Any of our directors or officers;
|
|
(B)
|
Any proposed nominee for election as our director;
|
|
(C)
|
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or
|
|
(D)
|
Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.
|
Securities and Exchange Commission registration fee
|
$
|
3.26
|
||
Transfer Agent Fees*
|
$
|
100.00
|
||
Accounting fees and expenses*
|
$
|
20,000.00
|
||
Legal fees and expenses
|
$
|
35,000.00
|
||
Edgar filing and printing*
|
$
|
5,000.00
|
||
TOTAL
|
$
|
60,103.26
|
EXHIBIT NUMBER
|
DESCRIPTION
|
|
3.1
|
Certificate of Incorporation
|
|
3.2
|
By-Laws
|
|
5.1
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Opinion of Daniel Luciano Esq
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23.1
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Consent of Rosenberg Rich Baker Berman & Co.
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23.2
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Consent of Counsel, (filed as part of Exhibit 5.1)
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RESULTS-BASED OUTSOURCING INC.
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By:
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/
s/
Mary Ellen Schloth
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Mary Ellen Schloth
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President, CEO, CFO and Chairman of the Board of Directors
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Signature
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Title
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Date
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/s/ Mary Ellen Schloth
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President, CFO and Director
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February 29, 2016
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Mary Ellen Schloth
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(Principal Executive Officer)
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Secretary | |||
Digital Commerce Solutions Inc.
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MEMBER TEXAS AND
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TELEPHONE
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908-832-5546
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NEW JERSEY BARS
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FACSIMILE
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908-832-9601
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