Approximate date of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ]
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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]
CALCULATION OF REGISTRATION FEE
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Proposed |
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Amount to |
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Maximum |
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Title of Each Class |
be |
Maximum |
Aggregate |
Amount of |
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of Securities to be |
Registered |
Offering Price |
Offering Price |
Registration |
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Registered |
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per Share ($) |
($)(2) |
Fee($) |
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Shares of Common |
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Stock, par value |
5,000,000 |
$.01 |
$50,000 |
$2.79 |
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$0.001 |
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1 |
5,000,000 shares are being offered by a direct offering at the price of $.01 per share. |
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2 |
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 of the Securities Act, based upon the fixed price of the direct offering. |
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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.
Prospectus
Superior Venture Corporation
5,000,000 Shares of Common Stock
$0.01per share
$50,000 Maximum Offering
Superior Venture Corporation (“Company”) is offering on a best-efforts basis a maximum of 5,000,000 shares of its common stock at a price of $0.01 per share. This is the initial offering of Common Stock of Superior Venture Corporation and no public market exists for the securities being offered. The Company is offering the shares on a “self-underwritten”, best-efforts, all or none basis directly through our officer and director. The shares will be offered at a fixed price of $.01 per share for a period not to exceed 180 days from the date of this prospectus. There is no minimum number of shares required to be purchased. Michael Moore, the sole officer and director of Superior Venture Corporation, intends to sell the shares directly. No commission or other compensation related to the sale of the shares will be paid to our officer and director. The intended methods of communication include, without limitations, telephone, and personal contact. For more information, see the section titled “Plan of Distribution” and “Use of Proceeds” herein.
The subscription proceeds from the sale of the shares in this offering will be payable to Law Office of Clifford J. Hunt P.A. Trust Account IOTA. A law firm trust account will hold all the subscription funds pending placement of the entire offering. This offering is on a best effort, all-or-none basis, meaning if all shares are not sold and the total offering amount is not deposited by the expiration of the offering, all monies will be returned to investors, without interest or deduction.
The Officer and director of the issuer and any affiliated parties thereof will not participate in this offering.
The offering shall terminate on the earlier of (i) the date when the sale of all 5,000,000 shares is completed or (ii) one hundred and eighty (180) days from the date of this prospectus. Superior Venture Corporation will not extend the offering period beyond one hundred and eighty (180) days from the effective date of this prospectus.
Superior Venture Corporation is a development stage, start-up, company and currently has no operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a complete loss of your investment.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING ON PAGE 8.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES DIVISION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Prior to this offering, there has been no public market for Superior Venture Corporation’s common stock.
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Underwriting Discounts & Commissions |
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Proceeds to the Company |
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Per Share |
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1 |
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$ |
0.01 |
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$ |
0.00 |
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0.01 |
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Maximum |
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5,000,000 |
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$ |
0.01 |
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$ |
0.00 |
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$ |
50,000 |
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This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. See the section titled “Risk Factors” herein.
1
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. SUPERIOR VENTURE CORPORATION MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. 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 WHISE THE OFFER OR SALE IS NOT PERMITTED.
Superior Venture Corporation does not plan to use this offering prospectus before the effective date.
The date of this Prospectus is July 15, 2010.
2
Table of Contents
PART I: INFORMATION REQUIRED IN PROSPECTUS
General Information about the Company
RISKS ASSOCIATED WITH THIS OFFERING
DETERMINATION OF OFFERING PRICE
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Offering will be Sold by Our Officer and Director
Procedures and Requirements for Subscription
INTEREST OF NAMED EXPERTS AND COUNSEL
Growth Strategy of the Company
12 Month Growth Strategy and Milestones
Need for any Government Approval of Products or Services
Government and Industry Regulation
Research and Development Activities
Employees and Employment Agreements
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Report of Independent Registered Public Accounting Firm
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FISCAL DISCLOSURE 38
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 38
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 40
3
FUTURE SALES BY EXISTING STOCKHOLDERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
OTHIS EXPENSES OF ISSUANCE AND DISTRIBUTION
INDEMNIFICATION OF DIRECTORS AND OFFICERS
RECENT SALES OF UNREGISTERED SECURITIES.
4
PART I: INFORMATION REQUIRED IN PROSPECTUS
SUPERIOR VENTURE CORPORATION
1937 E. MINERAL AVENUE
CENTENNIAL, COLORADO 80122
SUMMARY OF PROSPECTUS
You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to “we,” “us,” “our” and “Company” refer to Superior Venture Corporation”.
General Information about the Company
Superior Venture Corporation is a Nevada Corporation with a principal business objective of producing and selling wine varietals. Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to position itself in the market place by branding our product and leaving the consumer with an eclectic impression. We plan to produce and promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations.
Superior Venture plans to offer two wine varietals during the next twelve months and plans to add two more varieties within the next 24 months. The Company has a goal of clearly differentiating ourselves in the marketplace by incorporating a variety of target market specific marketing strategies. The goal of these strategies is to capture immediate market share while branding our products for long-term acceptance and brand loyalty. Superior venture plans to initiate an aggressive, high-voltage and innovative sales and marketing strategy to achieve quick market penetration and brand recognition. The umbrella sales and marketing campaign we have planned at the present includes a combination of direct sales and mass marketing.
Superior Venture Corporation is a development stage company that has not significantly commenced its planned principal operations. Superior Venture Corporation operations to date have been devoted primarily to start-up and development activities, which include the following:
1.
Development of the Superior Venture Corporation business plan;
2.
Due diligence on growers and production facilities to work with to produce our wines;
3.
Adopted marketing strategy and target market segmentation;
4.
Conducted due diligence and identified five major market target segments and adopted a focused marketing strategy. These segments include:
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Distributors
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Retailers – including food and specialty stores
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Media – including newspapers and specialty publications
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Networking – individuals and associations
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End Consumer
5
Superior Venture Corporation is attempting to become operational and anticipates sales to begin approximately six months following the placement of our offering. In order to generate revenues, Superior Venture Corporation must address the following areas:
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Apply high standards of performance and accountability in all business practices.
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Communication of company mission and vision to all levels of the organization.
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Establishing on-going benchmarks for success incorporating an adherence to stringent values and principles. Financial and strategic management of the business is what will ultimately determine our prosperity and success. Again, Superior Venture will adhere to stringent values and principals and in doing so; we will also help foster a climate of respect, trust, and candor conducive to the effective functioning of the business.
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Commitment to our customers by providing products that are responsive to their needs and desires.
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Maintain development of innovative ideas to enhance the growth and image of the company. In an increasingly competitive world, we feel that our marketing philosophy is unique and that continuing these innovative efforts will lead to a fair return on investment to our stockholders and longevity of the Company.
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It is imperative that Superior Venture constantly monitor changing consumer demands and consumption in an effort to offer products that are in the highest demand.
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Open and effective communication between management, distributors and end consumers.
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Build and foster loyalty and dedication. Corporate commitment to employee loyalty and dedication should lead to the survival and prosperity of our products and ultimately the organization.
The Company believes that raising $50,000 through the sale of common equity is sufficient for the company to become operational and sustain operations through the next twelve (12) months. The capital raised has been budgeted to establish our infrastructure and to become a fully reporting company. We believe that the recurring revenues from our products will be sufficient to support ongoing operations. Unfortunately, this can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flow from services will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement.
Superior Venture Corporation currently has one officer and director. This individual allocates time and personal resources to Superior Venture Corporation on a part-time basis and devotes approximately 10 hours a week to the Company.
As of the date of this prospectus, Superior Venture Corporation has 10,000,000 shares of $0.001 par value common stock issued and outstanding.
Superior Venture Corporation has administrative offices located on the premises of our President, Michael Moore, which he provides on a rent free basis. The address is 1937 E. Mineral Avenue, Centennial, Colorado 80122.
Superior Venture Corporation’s fiscal year end is April 30.
The Offering
The following is a brief summary of this offering. Please see the “Plan of Distribution” section for a more detailed description of the terms of the offering.
Securities Being Offered:
5,000,000 shares of common stock, par value $.001
Offering Price per Share:
$.01
6
Offering Period:
The shares are being offered for a period not to exceed 180 days. In the event we do not sell all of the shares before the expiration date of the offering, all funds raised will be promptly returned from the escrow account and returned to the investors, without interest or deduction.
Escrow Account:
The subscription proceeds from the sale of the shares in this offering will be payable to “Law Office of Clifford J. Hunt P.A. Trust Account IOTA” and will be deposited in a non-interest bearing law office trust bank account until all offering proceeds are raised. All subscription agreements and checks are irrevocable and should be delivered to Law Office of Clifford J. Hunt P.A. Failure to do so will result in checks being returned to the investor who submitted the check. Superior Venture Corporation escrow agent, Law Office of Clifford J. Hunt, P.A., acts as legal counsel for Superior Venture Corporation and is therefore not an independent third party.
Net Proceed to Company:
$50,000
Use of Proceeds:
We intend to use the proceeds to expand our business operations.
Number of Shares Outstanding
Before the Offering:
10,000,000 common shares
Number of Shares Outstanding
After the Offering:
15,000,000 common shares
The offering price of the common stock bears no relationship to any objective criterion of value and has been arbitrarily determined. The price does not bear any relationship to Superior Venture Corporation assets, book value, historical earnings, or net worth.
Superior Venture Corporation will apply the proceeds from the offering to pay for accounting fees, legal and professional fees, equipment, office supplies, salaries/contractors, sales and marketing, and general working capital.
The Company has not presently secured an independent stock transfer agent. Superior Venture Corporation has identified several agents to retain that will facilitate the processing of the certificates upon closing of the offering.
The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for Superior Venture Corporation common stock exists. Please refer to the sections herein titled “Risk Factors” and “Dilution” before making an investment in this stock.
SUMMARY FINANCIAL INFORMATION
The following table sets forth summary financial data derived from Superior Venture Corporation financial statements. The accompanying notes are an integral part of these financial statements and should be read in conjunction with the financial statements, related notes and other financial information included in this prospectus.
7
Statements of operations data
Superior Venture Corporation
(A Development Stage Corporation)
Statement of Operations
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For the Period from April 27, 2010 (Date of Inception) through April 30, 2010 |
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Expenses: |
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Selling, general and administrative |
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100 |
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- |
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Weighted average number of common shares, basic and diluted |
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10,000,000 |
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The accompanying notes are an integral part of the financial statements.
RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. Following are what we believe are all of the material risks involved if you decide to purchase shares in this offering.
RISKS ASSOCIATED WITH OUR COMPANY:
MICHAEL MOORE, THE SOLE OFFICER AND DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES APPROXIMATELY 10 HOURS PER WEEK TO COMPANY MATTERS. HE DOES NOT HAVE ANY PUBLIC COMPANY EXPERIENCE AND IS INVOLVED IN OTHER BUSINESS ACTIVITIES. THE COMPANY'S NEEDS COULD EXCEED THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE HE MAY HAVE. THIS COULD RESULT IN HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN OUR REMAINING A START-UP COMPANY WITH NO REVENUES OR PROFITS.
8
Our business plan does not provide for the hiring of any additional employees until revenue will support the expense, which is estimated to be the third quarter of operations. Until that time, the responsibility of developing the company's business, offering and selling of the shares through this prospectus, and fulfilling the reporting requirements of a public company all fall upon Michael Moore. While Mr. Moore has business experience including management, he does not have experience in a public company setting, including serving as a principal accounting officer or principal financial officer. We have not formulated a plan to resolve any possible conflict of interest with his other business activities. In the event he is unable to fulfill any aspect of his duties to the company we may experience a shortfall or complete lack of revenue resulting in little or no profits and eventual closure of the business.
SINCE WE ARE A DEVELOPMENT STAGE COMPANY, THE COMPANY HAS GENERATED NO REVENUES AND DOES NOT HAVE AN OPERATING HISTORY; AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.
The Company was incorporated on April 27, 2010; we have not yet commenced our business operations and we have not yet realized any revenues. We have no operating history upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incurred significant expenses associated with the initial startup of our business. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering.
WE DO NOT YET HAVE ANY SUBSTANTIAL ASSETS AND ARE TOTALLY DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FULLY FUND OUR BUSINESS. IF WE DO NOT SELL THE SHARES IN THIS OFFERING WE WILL HAVE TO SEEK ALTERNATIVE FINANCING TO COMPLETE OUR BUSINESS PLANS OR ABANDON THEM.
Superior Venture Corporation has limited capital resources. To date, the Company has funded its operations from limited funding and has not generated sufficient cash from operations to be profitable. Unless Superior Venture Corporation begins to generate sufficient revenues to finance operations as a going concern, Superior Venture Corporation may experience liquidity and solvency problems. Such liquidity and solvency problems may force Superior Venture Corporation to cease operations if additional financing is not available. No known alternative resources of funds are available to Superior Venture Corporation in the event it does not have adequate proceeds from this offering. However, Superior Venture Corporation believes that the net proceeds of the Offering will be sufficient to satisfy the start-up and operating requirements for the next twelve months.
WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.
We have not generated any revenue to date from operations. In order for us to continue with our plans and open our business, we must raise our initial capital through this offering. The timing of the completion of the milestones needed to commence operations and generate revenues is contingent on the success of this offering. There can be no assurance that we will generate revenues or that revenues will be sufficient to maintain our business. As a result, you could lose all of your investment if you decide to purchase shares in this offering and we are not successful in our proposed business plans.
OUR CONTINUED OPERATIONS DEPEND ON THE MARKETS ACCEPTANCE OF OUR PRODUCTS. IF THE MARKET DOES NOT FIND OUR PRODUCTS DESIRABLE AND SUITABLE FOR PURCHASE AND WE CANNOT ESTABLISH A CUSTOMER BASE, WE MAY NOT BE ABLE TO GENERATE ANY REVENUES, WHICH COULD RESULT IN A FAILURE OF OUR BUSINESS AND A LOSS OF ANY INVESTMENT YOU MAKE IN OUR SHARES.
The ability to offer products that the market accepts and is willing to purchase is critically important to our success. We cannot be certain that the products we offer will be accepted by the market. As a result, there may not be any demand and our revenue stream could be limited and we may never realize any revenues.
9
In addition, there are no assurances that the Company will generate revenues in the future even if we alter our marketing efforts and pursue alternative revenue generating products in the future.
THE LOSS OF THE SERVICES OF MICHAEL MOORE COULD SEVERELY IMPACT OUR BUSINESS OPERATIONS AND FUTURE DEVELOPMENT OF OUR BUSINESS MODEL, WHICH COULD RESULT IN A LOSS OF REVENUES AND YOUR INABILITY TO EVER SELL ANY SHARES YOU PURCHASE IN THIS OFFERING.
Our performance is substantially dependent upon the professional expertise of our President, Michael Moore. If he were unable to perform his services, this loss of the services could have an adverse effect on our business operations, financial condition and operating results if we are unable to replace his with another individual qualified to develop and market our services. The loss of his services could result in a loss of revenues, which could result in a reduction of the value of any shares you purchase in this offering.
THE WINE PRODUCTION AND SALES MARKETPLACE IS HIGHLY COMPETITIVE. IF WE CAN NOT DEVELOP AND MARKET DESIRABLE SERVICES THAT THE MARKET AND OTHER BUSINESSES ARE WILLING TO PURCHASE, WE WILL NOT BE ABLE TO COMPETE SUCCESSFULLY, OUR BUSINESS MAY BE ADVERSELY AFFECTED AND WE MAY NEVER BE ABLE TO GENERATE ANY REVENUES.
Superior Venture Corporation has many potential competitors in the wine production and sales marketplace. We consider the competition is competent, experienced, and they have greater financial and marketing resources than we do at the present. Our ability to compete effectively may be adversely affected by the ability of these competitors to devote greater resources to the marketing of their services than are available to us.
Some of the Company’s competitors also offer a wider range of products; have greater name recognition and more extensive customer bases than the Company. These competitors may be able to respond more quickly to new or changing opportunities and manufacturing technologies, undertake more extensive marketing activities, offer terms that are more attractive to customers and adopt more aggressive pricing policies than the Company. Moreover, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to enhance their visibility. The Company expects that new competitors or alliances among competitors have the potential to emerge and may acquire significant market share. Competition by existing and future competitors could result in an inability to secure adequate market share sufficient to support Superior Venture’s endeavors. Superior Venture cannot be assured that it will be able to compete successfully against present or future competitors or that the competitive pressure it may face will not force it to cease operations. As a result, you may never be able to liquidate or sell any shares you purchase in this offering.
SUPERIOR VENTURE CORPORATION MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE UNAVAILABLE.
Superior Venture Corporation has limited capital resources. Unless Superior Venture Corporation begins to generate sufficient revenues to finance operations as a going concern, Superior Venture Corporation may experience liquidity and solvency problems. Such liquidity and solvency problems may force Superior Venture Corporation to cease operations if additional financing is not available. No known alternative resources of funds are available to Superior Venture Corporation in the event it does not have adequate proceeds from this offering. However, Superior Venture Corporation believes that the net proceeds of the Offering will be sufficient to satisfy the start-up and operating requirements for the next twelve months.
RISKS ASSOCIATED WITH THIS OFFERING
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES. UNLESS WE ARE SUCCESSFUL IN SELLING THE SHARES AND RECEIVING THE PROCEEDS FROM THIS OFFERING, WE MAY HAVE TO SEEK ALTERNATIVE
10
FINANCING TO IMPLEMENT OUR BUSINESS PLANS AND YOU WOULD RECEIVE A RETURN OF YOUR ENTIRE INVESTMENT.
This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officer and director, who will receive no commissions. He will offer the shares to friends, relatives, acquaintances and business associates; however, there is no guarantee that he will be able to sell any of the shares. In the event we do not sell all of the shares before the expiration date of the offering, all funds raised will be promptly returned to the investors, without interest or deduction.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the effectiveness of this Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Superior Venture Corporation or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.
INVESTORS IN THIS OFFERING WILL BEAR A SUBSTANTIAL RISK OF LOSS DUE TO IMMEDIATE AND SUBSTANTIAL DILUTION
The principal shareholder of Superior Venture Corporation is Michael Moore who also serves as its Director, President, Secretary, and Treasurer. Mr. Moore acquired 10,000,000 restricted shares of Superior Venture Corporation common stock at a price per share of $0.001 for a $10,000 equity investment. Upon the sale of the common stock offered hereby, the investors in this offering will experience an immediate and substantial “dilution.” Therefore, the investors in this offering will bear a substantial portion of the risk of loss. Additional sales of Superior Venture Corporation common stock in the future could result in further dilution. Please refer to the section titled “Dilution” herein.
PURCHASERS IN THIS OFFERING WILL HAVE LIMITED CONTROL OVER DECISION MAKING BECAUSE MICHAEL MOORE, SUPERIOR VENTURE CORPORATION’S OFFICER, DIRECTOR AND SHAREHOLDER CONTROLS ALL OF SUPERIOR VENTURE CORPORATION ISSUED AND OUTSTANDING COMMON STOCK.
Presently, Michael Moore, Superior Venture Corporation’s President, Secretary, and Treasurer and Director beneficially owns 100% of the outstanding common stock. Because of such ownership, investors in this offering will have limited control over matters requiring approval by Superior Venture Corporation security holders, including the election of directors. Mr. Moore would retain 67% ownership in Superior Venture Corporation common stock assuming the maximum offering is attained. Such concentrated control may also make it difficult for Superior Venture Corporation stockholders to receive a premium for their shares of Superior Venture Corporation common stock in the event Superior Venture Corporation enters into transactions, which require stockholder approval. In addition, certain provisions of Nevada law could have
11
the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire, control of Superior Venture Corporation. For example, Nevada law provides that not less than two-thirds vote of the stockholders is required to remove a director for cause, which could make it more difficult for a third party to gain control of the Board of Directors. This concentration of ownership limits the power to exercise control by the minority shareholders.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the estimated $5,500 cost of this Registration Statement to be paid from our cash on hand. We plan to contact a market maker immediately following the effectiveness of this Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.
This prospectus contains forward-looking statements about Superior Venture Corporation business, financial condition, and prospects that reflect Superior Venture Corporation management’s assumptions and beliefs based on information currently available. Superior Venture Corporation can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of Superior Venture Corporation assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the actual results may differ materially from those indicated by the forward-looking statements.
The key factors that are not within Superior Venture Corporation’s control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the wine varietals that Superior Venture Corporation expects to market, Superior Venture Corporation’s ability to establish a customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of the industry in which Superior Venture Corporation functions.
There may be other risks and circumstances that management may be unable to predict to sustain operations. When used in this prospectus, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates” and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.
USE OF PROCEEDS
USE OF PROCEEDS
Selling all of the shares in the offering will result in $50,000 gross proceeds to Superior Venture Corporation. We expect to disburse the proceeds from this offering in the priority set forth below within the first 12 months after successful completion of this offering:
Superior Venture Corporation intends to use the proceeds from this offering as follows:
12
|
Application of Proceeds |
$ |
% of total |
|
|
|
|
|
|
|
|
|
Total Offering Proceeds |
50,000 |
100.00 |
|
|
|
|
|
|
|
|
|
Offering Expenses |
|
|
|
Legal & Professional Fees |
1,500 |
3.00 |
|
Accounting Fees |
2,500 |
5.00 |
|
Edgar Fees |
700 |
1.40 |
|
Blue-sky fees |
800 |
1.60 |
|
Total Offering Expenses |
5,500 |
11.00 |
|
|
|
|
|
|
|
|
|
Net Proceeds from Offering |
44,500 |
89.00 |
|
|
|
|
|
|
|
|
|
Use of Net Proceeds |
|
|
|
Accounting Fees |
3,000 |
6.00 |
|
Legal and Professional Fees |
1,000 |
2.00 |
|
Production Expenses |
20,500 |
41.00 |
|
Office Supplies |
500 |
1.00 |
|
Salaries/Contractors |
6,500 |
13.00 |
|
Sales and Marketing |
9,500 |
19.00 |
|
Working Capital 1 |
3,500 |
7.00 |
|
Total Use of Net Proceeds |
44,500 |
89.00 |
|
|
|
|
|
|
|
|
|
Total Use of Proceeds |
50,000 |
100.00 |
Notes:
1 The category of General Working Capital may include, but is not limited to, postage, telephone services, overnight delivery services and other general operating expenses.
Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations.
DETERMINATION OF OFFERING PRICE
The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to Superior Venture Corporation’s assets, book value, historical earnings, or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
“Dilution” represents the difference between the offering price of the shares of common stock and the net book value per share of common stock immediately after completion of the offering. “Net Book Value” is
13
the amount that results from subtracting total liabilities from total assets. In this offering, the level of dilution is increased as a result of the relatively low book value of Superior Venture Corporation’s issued and outstanding stock. This is due in part because of the common stock issued to the Superior Venture Corporation officer, director, and employee totaling 10,000,000 shares at par value $0.001 per share versus the current offering price of $0.01 per share. Please refer to the section titled “Certain Transactions”, herein, for more information. Superior Venture Corporation net book value on April 30, 2010 was $3,900. Assuming all 5,000,000 shares offered are sold, and in effect Superior Venture Corporation receive the maximum estimated proceeds of this offering from shareholders, Superior Venture Corporation net book value will be approximately $0.004 per share. Therefore, any investor will incur an immediate and substantial dilution of approximately $0.006 per share while the Superior Venture Corporation present stockholder will receive an increase of $0.003 per share in the net tangible book value of the shares that he holds. This will result in a 60.00% dilution for purchasers of stock in this offering.
This table represents a comparison of the prices paid by purchasers of the common stock in this offering and the individual who purchased shares in Superior Venture Corporation previously:
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|
|
Maximum |
|
|
|
|
||
|
|
|
Offering |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
Book Value Per Share Before the Offering |
|
$ |
0.001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book Value Per Share After the Offering |
|
$ |
0.004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase to Original Shareholders |
|
$ |
0.003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in Investment to New Shareholders |
|
$ |
0.006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilution to New Shareholders (%) |
|
|
60.00 |
% |
|
|
|
|
PLAN OF DISTRIBUTION
Offering will be Sold by Our Officer and Director
This is a self-underwritten offering. This Prospectus is part of a Prospectus that permits our officer and director to sell the Shares directly to the public, with no commission or other remuneration payable to him for any Shares he sells. There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer. Michael Moore, the sole officer and director, will sell the shares and intends to offer them to friends, family members and acquaintances. In offering the securities on our behalf, Mr. Moore will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. In his endeavors to sell this offering, Mr. Moore does not intend to use any mass-advertising methods such as the Internet or print media.
Mr. Moore will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth the conditions under which a person associated with an Issuer, may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer.
a.
Mr. Moore is an officer and director and is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39)of the Act, at the time of his participation; and
b.
Mr. Moore is an officer and director and will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
14
c.
Mr. Moore is an officer and director and is not, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and
d.
Mr. Moore is an officer and director and meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) (a) (4) (iii).
Our officer, director, control person and affiliates of same do not intend to purchase any shares in this offering.
Terms of the Offering
Superior Venture Corporation (“Company”) is offering on a best-efforts basis a maximum of 5,000,000 shares of its common stock at a price of $0.01 per share. This is the initial offering of Common Stock of Superior Venture Corporation and no public market exists for the securities being offered. The Company is offering the shares on a “self-underwritten”, best-efforts all-or-none basis directly through our officer and director. The shares will be offered at a fixed price of $.01 per share for a period not to exceed 180 days from the date of this prospectus. There is no minimum number of shares required to be purchased. This offering is on a best effort, all-or-none basis, meaning if all shares are not sold and the total offering amount is not deposited by the expiration of the offering, all monies will be returned to investors, without interest or deduction. Michael Moore, the sole officer and director of Superior Venture Corporation, intends to sell the shares directly. No commission or other compensation related to the sale of the shares will be paid to our officer and director. The intended methods of communication include, without limitations, telephone, and personal contact. For more information, see the section titled “Plan of Distribution” and “Use of Proceeds” herein.
The officer and director of the issuer and any affiliated parties thereof will not participate in this offering.
The offering shall terminate on the earlier of (i) the date when the sale of all 5,000,000 shares is completed or (ii) one hundred and eighty (180) days from the date of this prospectus. Superior Venture Corporation will not extend the offering period beyond one hundred and eighty (180) days from the effective date of this prospectus.
There can be no assurance that all, or any, of the shares will be sold. As of the date of this Prospectus, Superior Venture Corporation has not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if Superior Venture Corporation were to enter into such arrangements, Superior Venture Corporation will file a post effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named in the prospectus.
In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which Superior Venture Corporation has complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of the date of this Prospectus, Superior Venture Corporation has not identified the specific states where the offering will be sold. Superior Venture Corporation will file a pre-effective amendment indicating which state(s) the securities are to be sold pursuant to this registration statement.
15
Deposit of Offering Proceeds
The subscription proceeds from the sale of the shares in this offering will be payable to Law Office of Clifford J. Hunt P.A. Trust Account IOTA (“Trust Account”) and will be deposited in a non-interest bearing law firm trust bank account. All subscription agreements and checks are irrevocable and should be delivered to Law Office of Clifford J. Hunt P.A., 8200 Seminole Blvd., Seminole, Florida 33772. Failure to do so will result in checks being returned to the investor, who submitted the check. All subscription funds will be held in the Trust Account pending and no funds shall be released to Superior Venture Corporation until such a time as the entire offering is sold. If the entire offering is not sold, and proceeds received within one hundred and eighty (180) days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees. The fee of the Escrow Agent is $1,000.00. (See Exhibit 99(b)).
Procedures and Requirements for Subscription
Prior to the effectiveness of the Registration Statement, the Issuer has not provided potential purchasers of the securities being registered herein with a copy of this prospectus. Investors can purchase common stock in this offering by completing a Subscription Agreement (attached hereto as Exhibit 99(a)) and sending it together with payment in full to Law Office of Clifford J. Hunt P.A. Trust Account IOTA, 8200 Seminole Blvd., Seminole, Florida 33772. All payments are required in the form of United States currency either by personal check, bank draft, or by cashier’s check. There is no minimum subscription requirement. All subscription agreements and checks are irrevocable. Superior Venture Corporation reserves the right to either accept or reject any subscription. Any subscription rejected within this 30-day period will be returned to the subscriber within five business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once Superior Venture Corporation accepts a subscription, the subscriber cannot withdraw it.
DESCRIPTION OF SECURITIES
Superior Venture Corporation’s authorized capital stock consists of 5,000,000 shares of preferred stock with a par value $.001, and 70,000,000 shares of common stock with a par value $.001 per share.
PREFERRED STOCK
Superior Venture Corporation has no current plans to either issue any preferred stock or adopt any series, preferences, or other classification of the 5,000,000 shares of preferred stock authorized with a par value $.001 as stated in the Articles of Incorporation. The Board of Directors is authorized to (i) provide for the issuance of shares of the authorized preferred stock in series and (ii) by filing a certificate pursuant to the laws of Nevada, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof, all without any further vote or action by the stockholders. Any shares of issued preferred stock would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring, or preventing a change in control of the company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.
The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that potentially some, or a majority, of the stockholders might
16
believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek shareholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.
COMMON STOCK
Superior Venture Corporation’s authorized capital stock consists of 70,000,000 shares of common stock, with a par value of $0.001 per share.
The holders of our common stock:
1.
Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors;
2.
Are entitled to share ratably in all of assets available for distribution to holders of common stock upon liquidation, dissolution, or winding up of corporate affairs;
3.
Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
4.
Are entitled to one vote per share on all matters on which stockholders may vote.
All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non assessable.
NON-CUMULATIVE VOTING
Holders of Superior Venture Corporation common stock do not have cumulative voting rights. Cumulative voting rights are described as 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 such event, the holders of the remaining shares will not be able to elect any of Superior Venture Corporation directors.
PREEMPTIVE RIGHTS
No holder of any shares of Superior Venture Corporation stock has preemptive or preferential rights to acquire or subscribe for any shares not issued of any class of stock or any unauthorized securities convertible into or carrying any right, option, or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.
CASH DIVIDENDS
As of the date of this prospectus, Superior Venture Corporation has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of the Board of Directors and will depend upon earnings, if any, capital requirements and financial position, general economic conditions, and other pertinent conditions. Superior Venture Corporation does not intend to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in business operations.
REPORTS
17
After this offering, Superior Venture Corporation will furnish its shareholders with annual financial reports certified by independent accountants, and may, at its discretion, furnish unaudited quarterly financial reports.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.
Our audited financial statement for the period from inception to April 30, 2010, included in this prospectus has been audited by Peter Messineo Certified Public Accountant, PCAOB- and CPAB-Registered Auditor, 1982 Otter Way, Palm Harbor, Florida 34685. We included the financial statements and report in their capacity as authority and experts in accounting and auditing.
The Law Office of Clifford J. Hunt, P.A., 8200 Seminole Blvd., Seminole, Florida 33772, has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering.
DESCRIPTION OF OUR BUSINESS
General Information
Superior Venture Corporation was incorporated in the State of Nevada on April 27, 2010 under the same name. Since inception, Superior Venture Corporation has not generated revenues and has accumulated losses in the amount of $(100) as of April 30, 2010. Superior Venture Corporation has never been party to any bankruptcy, receivership or similar proceeding, nor has it undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.
Superior Venture Corporation has yet to commence planned operations to any significant measure. As of the date of this Registration Statement, Superior Venture Corporation has had only limited start-up operations and has not generated revenues. The Company will not be profitable until it derives sufficient revenues and cash flows from services. Superior Venture Corporation believes that, if it obtains the proceeds from this offering, it will be able to implement the business plan and conduct business pursuant to the business plan for the next twelve months.
Superior Venture Corporation’s administrative office is located at 1937 E. Mineral Avenue, Centennial, Colorado 80122.
Superior Venture Corporation’s fiscal year end is April 30.
Business Overview
Superior Venture Corporation is a Nevada Corporation with a principal business objective of producing and selling wine varietals. Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to position itself in the market place by branding our product and leaving the consumer with an eclectic impression. We plan to produce and promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations.
18
The target audience of Superior Venture consists of a broad base, which encompasses almost all wine drinkers as a whole. The Company will not discriminate on style or varietals while we plan to appeal to the palates of all consumers in the 21 to 65 year age bracket.
Product Development
Superior Venture plans to offer two vine varietals during the next twelve months and plans to add two more varieties in the next 24 months. Initially, we plan to offer two varietals such as Cabernet Sauvignon, Chardonnay or a Merlot. Within 24 months we plan to offer a total of four wines including blends. A “Varietal” describes wines made primarily from a single named grape variety, and which typically displays the name of that variety on the wine label capitalized. When blends are used it is referred to as a variety.
The Company has identified several growers and wineries to work with to produce our wines. It is imperative that Superior Venture constantly monitor changing consumer demands and consumption patterns in an effort to offer products that are in the highest demand. Increased availability of wine in supermarkets is also spiking household wine consumption and demand shifts. At times the industry is affected by oversupply and the result is intense price pressures. Another factor is consumers, including women, which account for a large market segment that is experimenting with new varieties of wine instead of just choosing the traditional grape wine. The goal of the Company in the Product Development department is to produce products that our target market will choose as their choice of alcoholic beverage.
Industry Analysis
According to New Reporting by Global Industry Analysts, Inc.; Global Wine Consumption is expected to exceed 26.2 billion liters by the end of 2010. The global wine market is currently observing steady consumption growth across most markets and wine sectors growing at a compounded annual rate of about 1.26% over the period from 2001 through 2010. In addition, the number of producing wineries in America has grown significantly over the past few decades. In 1980, there were approximately 900 wineries in America. That number grew to over 2,100 in 2000, and has now reached over 6,100 wineries spread among all fifty states. Overall, these statistics reflect the vitality of the wine industry as a whole in the United States.
Overall, wine consumption rose 3.8% to 268.1 million 9-liter cases in the early and mid 2000’s. For the first time in history, an entire generation has chosen wine as their alcohol of choice. The trend is that the wine market is getting younger and their demands will be drastically different from the past. The increased popularity of wine is also due to ongoing studies linking moderate consumption of wine to decreased risk of heart disease, cancer, and stroke. In addition, the antioxidants found in red wine appear to be one of protection and prevention of disease. Despite a difficult economy, this type of news fares well for the industry as a whole because any correlation that a consumer product has with a person's well being tends to transcend itself to the bottom line. With increased industry awareness and mainstreaming of the product comes additional outlets where wine can be purchased. In addition to the increase of Internet and mail order purchases boosted by the abovementioned law changes, the industry has also benefited from the sale of wine at relatively inexpensive price points in retailer establishments such as grocery stores and Wal-Mart.
Champagne & sparkling wine continued to gain market share within the last decade. Within this timeframe, imports are increasing at a faster pace than their domestic counterparts which is a similar trend in the table wine market. The increased use of sparkling wine as an ingredient in cocktails along with its year round popularity is fueling the growth in the category
Marketing
19
Superior Venture has a goal of clearly differentiated ourselves in the marketplace by incorporating a variety of target market specific marketing strategies. The goal of these strategies is to capture immediate market share while branding our products for long-term acceptance and brand loyalty. This section details our creative, innovative, progressive, and aggressive sales and marketing strategies.
Our initial target market is an end consumer that has disposable income and college educated. Initial due diligence reveled that these ideal customers are more likely to be wine-educated, enjoy dining out, and regularly entertain friends or business associates. In the last decade, wine has enjoyed an increasingly positive image from consumers and media outlets. The May 2005 Supreme Court ruling in favor of interstate wine sales was a boon to thousands of American wineries. In addition, the decision had a favorable impact on public opinion and awareness of wine. In a Gallup poll taken several weeks after the ruling, consumers named wine over beer as America’s most popular alcoholic beverage. Retail sales of wine were $23.1 billion in 2004 representing an increase of 6.7% from 1999 to 2004 (Adams Handbook). According to New Report by Global Industry Analysts, Inc., global wine consumption is to exceed 26.2 billion liters by 2010, growing at a compounded annual rate of about 1.26% over the period 2001 through 2010. The strong growth coincided with an increasing adult population and more specifically a significant increase in the age 50 and up population. This age group now has children that are now of age and are adopting wine as their parents did three decades ago. Based on our due diligence and the statistical data; Superior Venture intends to target this segment. Additionally, there is a relatively new trend that overall, the wine market is getting younger, and this segment is largely overlooked by most of our competitors.
Marketing Strategy
Superior Venture plans to initiate an aggressive, high-voltage and innovative sales and marketing strategy to achieve quick market penetration and brand recognition. The umbrella sales and marketing campaign we have planned at the present includes a combination of direct sales and mass marketing. Our marketing tactics will vary according to our targeted segment. We have divided our targeted segments into six groups:
·
Distributors
·
Retailers – including food and specialty stores
·
Restaurants – bars, lounges, and clubs
·
Media – including newspapers and specialty publications
·
Networking – individuals and associations
·
End Consumer
Target Market Segmentation
Our initial target market is Adults aged 50 and up. Since 2000, this group had the largest increase and they are the most frequent wine drinker. The second segment we have identified is the children of the aged 50 and over segment who are now adults. Statistics reveal that they are adopting wine as their parents did three decades ago. The third specific target market of Superior Venture is women, because they have historically purchased 64% of all table wines.
Consumers typically become wine-educated through a combination of classes, books, and experimenting with drinking wine. In addition to identifying the end consumer, the Company intends to target the various establishments and restaurants the consumer frequents. This includes clubs, bars, restaurants, and events. In addition to targeting and marketing to individuals, management is well seasoned on marketing to various business segments. Initial efforts will target wholesale distributors who are responsible for selling wine to premier restaurants, bars, lounges and wine shops located throughout the nation. Another market segment group management has targeted is in-state restaurant managers and suppliers. Efforts will focus on restaurants that carry a variety of premium wines. This market segment approach will rely on networking and nurturing existing relationships. A more defined, but lucrative target market includes local wine shops. The Company is looking for specialty wine shops, franchised wine shops and liquor shops that focus on carrying premium wines.
Promotion Strategy
In general, the wine industry business has historically been marketed and products packaged in the classical sense. Management believes that by incorporating a “high voltage” attitude in creating a more stylistic packaging, and encompassing that same attitude in overall branding, that we will leave the consumer with a more indelible impression and differentiate ourselves from the competition. From the wine packaging, case
20
inserts, brochures, posters, outdoor advertising, case cards, web sites, internet banners, and email solicitations we will portray the same high energy message. Points of promotion include:
·
Celebrities being seen with our products
·
Appearances on television shows and specifically reality TV shows
·
Feature films
Sales Strategy
Initially, all sales will be the responsibility of our President Michael Moore. He will continue to run a prudent marketing campaign until revenues enable the Company to hire additional personnel. As soon as practical, the plan is to direct a sales force that will consist of a national sales account manager and two account executives. Even at this juncture, the philosophy will be to run a lean and goal oriented sales force focused on results and solidifying distributor relationships. An industry-seasoned team which employs a philosophy of aggressive brand awareness will be imperative. The goal is for creating, implementation, and servicing consumer and trade brand awareness programs. Programs will include increased media out-reach and product placement programs. The entire sales team will work in concert with public relations efforts to ensure consistent and persistent efforts that support company goals.
Growth Strategy of the Company
In structuring the Company, the goal is to realistically offer enough products to allow us to always be in demand in the marketplace. A key factor to our long-term success is to continuously develop future products that are in market demand with the ultimate goal of branding repeat and loyal customers. Understanding the desires of our target market segments and constantly reinventing innovative marketing efforts should enable the Company to realize a competitive advantage.
Competitor Analysis
Superior Venture has many established competitors in the vine industry. Key players dominating the global wine market include Bacardi Limited, Brown-Forman Corporation, Castel Group, Constellation Brands Inc., Robert Mondavi Winery, Hardy Wine Company, E.& J. Gallo Winery, Boizel Chanoine Champagne, Maison Burtin, Kendall-Jackson Wine Estates Ltd, LVMH Moët Hennessy - Louis Vuitton S.A., Remy Cointreau Group, Pernod Ricard Groupe, Pernod Ricard UK, Foster’s Group Limited, Vina Concha y Toro, Australian Vintage Ltd, and Warburn Estate, among others.
Industry reports suggest that in the coming years wine is set to make gains in both developed and emerging markets at the cost of other alcoholic beverages. Competition is likely to intensify with the proliferation of new players, and focus on high intensity advertising and marketing campaigns. Speculation is that current players may attempt to leverage their respective competitive position in the market. The increasing use of Internet and on-line sales of wines are also expected to provide excellent growth opportunities.
12 Month Growth Strategy and Milestones
The Company planned the goals and milestones based on raising $50,000 through the offering. We have prudently budgeted the $50,000 to sustain operations for a twelve-month period. The Company believes it will start to generate revenue approximately six months after closing of the private placement.
Note: The Company planned the milestones based on quarters following the closing of the offering.
21
|
Quarter |
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0-3 Months |
|
|
- Assess and finalize list of production facilities - Assess and finalize list of growers - Evaluate hiring designer for logo and labels - Evaluate hiring of web designer - Evaluate and hire company to produce marketing and promotional material - Due diligence of distributors |
|
|
- Finalize sales and marketing material |
|
|
- Secure web domain - Research local, state national laws and regulations for licenses and insurances |
|
|
|
|
|
4-6 Months |
|
|
- Finalize web site development |
|
|
- Initiate contact with distributors - Finalize marketing and promotion material - Increase efforts with direct marketing campaign to targeted markets - Perform due diligence on direct marketing campaign to other markets |
|
|
- Finalize logo and label design - Secure contract with grower(s) - Secure production agreement |
|
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7-9 Months |
|
|
- Initiate two-year marketing plan utilizing a commissioned sales force. |
|
|
- Continue efforts with segmented marketing campaign - Receive shipment of first cases of production run - Focus on web sales - Market: retailers, restaurants and end consumers - Initiate media campaign |
|
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|
|
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|
10-12 Months |
|
|
- Evaluate production of two additional wines with growers and production facility - Evaluate current label designs and initiate design efforts for next planned wine varieties - Analyze segmented marketing efforts to date and address necessary deficiencies - Analyze web-site effectiveness/sales - Finalize detailed two-year marketing and business plan |
|
Patents and Trademarks
At the present we do not have any patents or trademarks.
Need for any Government Approval of Products or Services
We do not require any government approval for our products.
In the event any of our operations or products requires government approval, we will comply with any and all local, state and federal requirements.
22
Government and Industry Regulation
We will be subject to federal laws and regulations that relate directly or indirectly to our operations including securities laws. We will also be subject to common business and tax rules and regulations pertaining to the operation of our business.
Research and Development Activities
Other than time spent researching our business and proposed markets and segmentation, the Company has not spent any funds on research and development activities to date. In the event opportunities arise from our operations, the Company may elect to initiate research and development activities, but the Company has no plans for any activities to date.
Environmental Laws
Our operations are not subject to any Environmental Laws.
Employees and Employment Agreements
We currently have one employee, our executive officer, Michael Moore who currently devotes 10 hours a week to our business and is responsible for the primary operation of our business. There are no formal employment agreements between the company and our current employee.
DESCRIPTION OF PROPERTY
Superior Venture Corporation uses an administrative office located at 1937 E. Mineral Avenue, Centennial, Colorado 80122. Mr. Moore, the sole officer and director of the Company, provides the office space free of charge and no lease exists. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the company.
LEGAL PROCEEDINGS
We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No public market currently exists for shares of our common stock. Following completion of this offering, we intend to apply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.
PENNY STOCK RULES
The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
23
A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/his investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or his shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:
-
Contains a description of the nature and level of risk in the market for penny stock in
both Public offerings and secondary trading;
-
Contains a description of the broker’s or dealer’s duties to the customer and of the rights
and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;
-
Contains a brief, clear, narrative description of a dealer market, including “bid” and “ask”
price for the penny stock and the significance of the spread between the bid and ask price;
-
Contains a toll-free number for inquiries on disciplinary actions;
-
Defines significant terms in the disclosure document or in the conduct of trading penny
stocks; and
-
Contains such other information and is in such form (including language, type, size and
format) as the Securities and Exchange Commission shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
-
The bid and offer quotations for the penny stock;
-
The compensation of the broker-dealer and its salesperson in the transaction;
-
The number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock; and
-
Monthly account statements showing the market value of each penny stock held in the
customer’s account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
REGULATION M
Our officer and director, who will offer and sell the Shares, is aware that he is required to comply with the provisions of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officers and directors, sales agents, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.
REPORTS
24
We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov .
STOCK TRANSFER AGENT
We currently do not have a stock transfer agent. Superior Venture Corporation has identified several agents to retain that will facilitate the processing of the certificates upon closing of the offering.
25
FINANCIAL STATEMENTS
|
|
Peter Messineo Certified Public Accountant 1982 Otter Way Palm Harbor FL 34685 peter@cpa-ezxl.com T 727.421.6268 F 727.674.0511 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders:
Superior Ventures Corporation
I have audited the balance sheets of Superior Ventures Corporation as of April 30, 2010 and the related statement of operations, changes in stockholder’s equity, and cash flows for the period April 27, 2010 (date of inception) through April 30, 2010. These financial statements were the responsibility of the Company’s management. My responsibility was to express an opinion on these financial statements based on my audits.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements were free of material misstatement. The Company was not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that were appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provide a reasonable basis for my opinion.
In my opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of Superior Ventures Corporation as of April 30, 2010, and the results of its operations and its cash flows for the period April 27, 2010 (date of inception) through April 30, 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenues from operation, has not emerged from the development stage, and is requiring traditional financing or equity funding to commence its operating plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Further information and management’s plans in regard to this uncertainty were also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Peter Messineo, CPA
Palm Harbor, Florida
June 30, 2010
26
Superior Venture Corporation
(A Development Stage Corporation)
Balance Sheet
|
|
|
April 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
Cash |
|
$ |
3,900 |
|
|
|
Total current assets |
|
$ |
3,900 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity: |
|
|
|
|
|
|
Preferred stock; $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding |
|
|
- |
|
|
|
Common stock; $0.001 par value; 70,000,000 shares authorized; 10,000,000 shares issued and outstanding |
|
$ |
10,000 |
|
|
|
Capital in excess of par value |
|
|
- |
|
|
|
Stock Subscription |
|
|
(6,000 |
) |
|
|
Accumulated deficit during development stage |
|
|
(100 |
) |
|
|
Total stockholders’ equity |
|
|
3,900 |
|
|
|
Total liabilities and stockholders’ equity |
|
$ |
3,900 |
|
|
|
|
|
|
|
|
|
The Accompanying notes are an integral part of the financial statements
F-2
27
Superior Venture Corporation
(A Development Stage Corporation)
Statement of Operations
|
|
|
For the Period from April 27, 2010 (Date of Inception) through April 30, 2010 |
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||
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|
|
|
|
|
|
|
||
|
Revenue: |
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|
|
|
|
|
||
|
Sales |
|
$ |
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
100 |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share, basic and diluted |
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares, basic and diluted |
|
|
10,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
28
Superior Venture Corporation
(A Development Stage Corporation)
Statements of Stockholders’ Deficit
For the Period from April 27, 2010 (Date of Inception) through April 30, 2010
|
|
Common Stock |
|
|
Capital in |
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|
|
|
|
Accumulated |
|
|
Total Stockholders’ |
|
|||||||||
|
|
Excess of |
Stock |
|||||||||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Par Value |
|
|
Subscription |
|
|
Deficit |
|
|
Equity |
|
||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Balance, April 27, 2010 (Date of Inception) |
|
|
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
Shares issued |
|
10,000,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
(6,000 |
) |
|
|
|
|
|
|
4,000 |
|
|
Net loss for the period April 27, 2010 (Date of Inception) through April 30, 2010 |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(100 |
) |
|
|
(100 |
) |
|
Balance, April 30, 2010 |
|
10,000,000 |
|
|
$ |
10,000 |
|
|
$ |
- |
|
|
$ |
(6,000 |
) |
|
$ |
(100 |
) |
|
$ |
3,900 |
|
The accompanying notes are an integral part of the financial statements.
29
Superior Venture Corporation
(A Development Stage Corporation)
Statement of Cash Flows
|
|
|
|
For the Period from April 27, 2010 (Date of Inception) through April 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Operating activities |
|
|
|
|
|
|
||
|
Net loss |
|
$ |
(100 |
) |
|
|
|
|
|
Adjustments to reconcile net loss to net cash used |
|
|
|
|
|
|
|
|
|
by operating activities: |
|
|
|
|
|
|
|
|
|
Net cash used by operating activities |
|
|
(100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
Issuance of shares |
|
|
4,000 |
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
4,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
3,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
3,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Information |
|
|
|
|
|
|
|
|
|
Cash paid during the period for interest |
|
$ |
0 |
|
|
|
|
|
|
Cash pair during the period for taxes |
|
$ |
0 |
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
30
Superior Venture Corporation
(A Development Stage Corporation)
Notes to Financial Statements
For the Period from April 27, 2010 (Date of Inception) through April 30, 2010
|
1. |
Background Information |
Superior Venture Corporation (the “Company”), is a Nevada Corporation, incorporated on April 27, 2010 (Date of Inception) with its corporate headquarters located in Colorado and its year-end is April 30. The Company has a principal business objective of producing and selling wine varietals. Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to position itself in the market place by branding our product and leaving the consumer with an eclectic impression. We plan to produce and promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations.
|
2. |
Going Concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended April 30, 2010, the Company has had no operations. As of April 30, 2010, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
|
3. |
Significant Accounting Policies |
The significant accounting policies followed are:
|
|
FASB Codification - In June 2009, the FASB issued ASC 105, Generally Accepted Accounting Principles, effective for interim and annual reporting periods ending after September 15, 2009. This statement establishes the Codification as the source of authoritative accounting principles used in the preparation of financial statements in conformity with generally accepted accounting principles. The Codification does not replace or affect guidance issued by the SEC or its staff. As a result of the Codification, the references to authoritative accounting pronouncements included herein in this Annual Report on Form 10-K now refer to the Codification topic section rather than a specific accounting rule as was past practice. |
|
|
Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
|
|
Cash and cash equivalents - All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. |
31
|
|
Research and development expenses - Expenditures for research, development, and engineering of products are expensed as incurred. |
|
|
Common stock - The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied. |
|
|
Revenue and cost recognition – The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost. |
|
|
Advertising Costs - The Company’s policy regarding advertising is to expense advertising when incurred. |
|
|
Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company adopted the provisions of FASB ASC 740-10 “ Uncertainty in Income Taxes ” (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. |
|
|
Earnings (Loss) Per Share - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered antidilutive and thus are excluded from the calculation. At April 30, 2009, the Company did not have any potentially dilutive common shares. |
Financial instruments – In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “ Fair Value Measurements and Disclosures ” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
|
|
• |
|
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
32
|
|
• |
|
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
|
|
• |
|
Level 3 - Inputs that are both significant to the fair value measurement and unobservable. |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2010. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.
On January 1, 2009, the Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company’s financial statements.
Recent accounting pronouncements
On January 1, 2009, the Company adopted ASC 470, Debt with Conversion and Other Options – Cash Conversion (“ASC 470”) (formerly referenced as FASB Staff Position APB No. 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) ), which requires issuers of convertible debt that may be settled wholly or partly in cash when converted to account for the debt and equity components separately. Where applicable, ASC 470 must be applied retrospectively to all periods presented. The adoption of ASC 470 did not have an impact on the Company’s financial statements.
In August 2009, the Financial Accounting Standards Board or FASB issued Accounting Standards Update 2009-05, Fair Value Measurements and Disclosures (“Topic 820”) - Measuring Liabilities at Fair Value an Update 2009-05. Update 2009-05 amends subtopic 820-10, "Fair Value Measurements and Disclosures- Overall" and provides clarification for the fair value measurement of liabilities in circumstances where quoted prices for an identical liability in an active market are not available. The amendments also provide clarification for not requiring the reporting entity to include separate inputs or adjustments to other inputs relating to the existence of a restriction that prevents the transfer of a liability when estimating the fair value of a liability. Additionally, these amendments clarify that both the quoted price in an active market for an identical liability at the measurement date and the quoted price for an identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are considered Level 1 fair value measurements. These requirements are effective for financial statements issued after the release of Update 2009-05. The Company adopted the requirements on April 27, 2010 and it did not have a material impact on our financial position, results of operations or related disclosures.
Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.
|
4. |
Preferred Stock |
The Company's Board of Directors has authorized 5,000,000 million shares of preferred stock with a par value of $0.001 to be issued in series with terms and conditions to be determined by the Board of Directors.
|
5. |
Income Taxes |
There is no current or deferred income tax expense or benefit for the period ended April 30, 2010.
The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference are as follows:
33
|
|
|
April 27, 2010 (Date of Inception) through April 30, 2010 |
|
|
|
Tax benefit at U.S. statutory rate |
|
$ |
- |
|
|
State income tax benefit, net of federal benefit |
|
|
- |
|
|
|
|
$ |
- |
|
The Company did not have any temporary differences for the period from April 27, 2010 (Date of Inception) through April 30, 2010.
7. Equity
At the date of incorporation, a stock subscription was received for 10,000,000 shares of its $0.001 common stock, at par for $10,000. As of April 30, 2010, $4,000 was received.
8. Subsequent Events
At the date of incorporation, a stock subscription was received for 10,000,000 shares of its $0.001 common stock, at par for $10,000, of which $4,000 was received as of April 30, 2010. The remaining amount, $6,000, was received on May 12, 2010.
No other material subsequent events have occurred since April 30, 2010 that requires recognition or disclosure in these financial statements.
34
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has a negative current ratio and Company has incurred an accumulated deficit of $100 for the period from inception to April 30, 2010. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
The following table provides selected financial data about our company for the period from the date of inception through April 30, 2010. For detailed financial information, see the financial statements included in this prospectus.
Balance Sheet Data :
Cash
$ 3,900
Total assets $ 3,900
Total liabilities
$ 0
Shareholders’ equity
$ 3,900
Other than the shares offered by this prospectus, no other source of capital has been identified or sought. If we experience a shortfall in operating capital prior to funding from the proceeds of this offering, our director has verbally agreed to advance the company funds to complete the registration process.
Plan of Operation
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has a negative current ratio and Company has incurred an accumulated deficit of $100 for the period from Inception to April 30, 2010. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. Management has plans to seek additional capital through a private placement and public offering of its common stock. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
Proposed Milestones to Implement Business Operations
The following milestones are based on the estimates made by management. The working capital requirements and the projected milestones are approximations and subject to adjustments. Our 12-month budget is based on minimum operations, which will be completely funded by the $50,000 raised through this offering. If we begin to generate profits, we will increase our marketing and sales activity accordingly. We estimate sales to begin approximately six months following closing of the offering. The costs
35
associated with operating as a public company are included in our budget. Management is responsible for the preparation of the required documents to keep the costs to a minimum. We plan to complete our milestones as follows:
0- 3 MONTHS
Management plans to assess and finalize list of proposed production facilities and growers. Securing a web domain and initiating web presence is a key factor to our start-up efforts. We plan to evaluate and hire a graphics designer for our logo and label designs. During this timeframe we will perform further due diligence on distributors, restaurants and retailers. Marketing efforts will consist of initiating contact with identified distributors, restaurants and retailers. We have budgeted $500 in Sales and Marketing line item in the “Use of Proceeds” section to secure a web domain and research and place an initial deposit with a web designer. The Company has budgeted $1,500 for Sales/Marketing and promotional material including brochures and flyers. In addition, we plan to place a deposit with the graphics designer at a cost of $750. Our overall goal for this timeframe is to continue with efforts to finalizing our marketing material and identify production and growers to produce our products.
4-6 MONTHS
During this timeframe the Company plans to continue efforts with direct marketing and expanding our presence using trade associations. Most of the expenditures associated with these efforts will amount to lunches, entertainment and related incidentals. We have budgeted $1,000 in the Sales and Marketing line item to address the costs. Superior Venture plans to finalize the web site development at an additional cost of $500. This amount is allotted for in the Sales and Marketing line item in the “Use of Proceeds” section. We plan to finalize our agreements with growers and a production facility and anticipate placing a $10,000 deposit to secure production capacity. This amount is budgeted in the Production Expense line item. Other milestones we plan to achieve include finalizing our marketing and promotional material at an additional cost of $2,000. Also, we plan on finalizing our labels and producing them at a cost of $750.
7-9 MONTHS
By this stage of operations we anticipate taking delivery of our first cases of wines at an additional cost of $3,000 including bottling and labeling. Towards the end of this quarter, we plan to start generating revenue from our sales. We have budgeted $3,000 in the Salaries/Contractors line item pay our employees/contractors. The company anticipates a delay in payment for deliveries and we have planned for this potential situation in advance. Continuing efforts to market and promote our product to distributors, retailers and restaurants will require an anticipated amount of $1,750 for lunches, entertainment and related incidentals.
10-12 MONTHS
By the fourth quarter of operations, we expect to have a base of clients to sustain operations. We plan on taking delivery of the balance of our first production run of wines at an additional cost of $7,500. These funds represent the balance of the funds allocated in the Production Expense line item of the “Use of Proceeds” section. We have also budgeted an additional $3,500 to cover salaries and related expenses. In addition, we have budgeted $750 for lunches, entertainment and related incidentals.
During this timeframe, we plan to analyze our past nine months of operations including our web sites lead/revenue generating effectiveness. In addition, we plan to evaluate our need to hire employees or use contract labor. This review of our operations to date will allow the Company to make the necessary adjustments and changes to further nurture the growth of the Company. In addition, this review will provide valuable information for finalizing a two-year overall business plan with emphasis on sales and marketing
Note: The Company planned milestones are based on quarters following the closing of the offering. Any line item amounts not expended completely, as detailed in the Use of Proceeds, shall be held in reserve as
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working capital and subject to reallocation to other line item expenditures as required for ongoing operations.
CRITICAL ACCOUNTING POLICIES
A.
BASIS OF ACCOUNTING
The financial statements are prepared using the accrual method of accounting. The statements were prepared following generally accepted accounting principles of the United States of America consistently applied. The Company has elected an April 30th year end.
B.
BASIC EARNINGS PER SHARE
The Company has adopted ASC Topic 260 “Earnings per Share” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income/loss by the weighted average number of shares of common stock outstanding during the period. There are no dilutive shares outstanding.
No significant realized exchange gains or losses were recorded from inception (April 27, 2010) to April 30, 2010.
C.
CASH EQUIVALENTS
Cash and cash equivalents include cash in banks, money market funds and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $3,900 in cash and cash equivalent at April 30, 2010.
D.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with U.S. 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
E.
INCOME TAXES
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC Topic 740, “Accounting for Income Taxes,” which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
NEW ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FISCAL DISCLOSURE
None.
FINANCIAL DISCLOSURE
Our fiscal year end is April 30. We intend to provide financial statements audited by an Independent Registered Accounting Firm to our shareholders in our annual reports. The audited financial statements for the period from the date of incorporation, April 27, 2010, to April 30, 2010 are located in the section titled “Financial Statements”.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors of the corporation are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or he is removed from office. The Board of Directors has no nominating, auditing or compensation committees.
The name, address, age and position of our officer and director is et forth below:
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Name Michael Moore |
Age 32 |
First Year as Director April 2010 |
Position President, Chief Executive Officer, Secretary, Chief Financial Officer, Principle Accounting Officer, Sole Director |
The term of office of each director of the Company ends at the next annual meeting of the Company's stockholders or when such director's successor is elected and qualifies. No date for the next annual meeting of stockholders is specified in the Company's bylaws or has been fixed by the Board of Directors. The term of office of each officer of the Company ends at the next annual meeting of the Company's Board of Directors, expected to take place immediately after the next annual meeting of stockholders, or when such officer's successor is elected and qualifies.
Directors are entitled to reimbursement for expenses in attending meetings but receive no other compensation for services as directors. Directors who are employees may receive compensation for services other than as director. No compensation has been paid to directors for services.
BACKGROUND INFORMATION ABOUT OUR OFFICER AND DIRECTOR
The following information sets forth the backgrounds and business experience of the directors and executive officers.
MICHAEL MOORE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Michael Moore has over 10 years experience in the food and beverage industry with emphasis on wine and spirits. Current position is the manager at Seven 30 South located in Denver. Oversight includes bar manager, servers, and wine buyer since January 2008. Previous work experience includes bar manager and wine buyer at
38
California Café and Opus Restaurant from 2006 through 2007. Responsibilities included training and continuing wine education. Previous work experience included maintenance and management of large wine cellar and creation of seasonal drink and wine selections. Certifications include Court of Master Sommeliers.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
We intend to ensure to the best of our ability that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners are complied within a timely fashion.
EXECUTIVE COMPENSATION
Currently, our officer and director receives no compensation. He is reimbursed for any out-of-pocket expenses that he incurs on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved. We also do not currently have any benefits, such as health or life insurance, available to our employees.
OPTION GRANTS
There have been no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE
There have been no stock options exercised by the executive officer named in the Summary Compensation Table.
LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS
There have been no awards made to a named executive officer in the last completed fiscal year under any LTIP.
COMPENSATION OF DIRECTORS
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Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity.
EMPLOYMENT CONTRACTS AND OFFICERS’ COMPENSATION
Since the date of incorporation on April 27, 2010, Superior Venture Corporation has not compensated Mr. Moore, the President, Secretary and Treasurer. The Board of Directors will determine future compensation and, as appropriate, employment agreements executed. We do not have any employment agreements in place with our sole officer and director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what the percentage of ownership will be assuming completion of the sale of all shares in this offering, which we cannot guarantee. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.
Percent of Class
Title of
Name, Title and Address of Beneficial
Amount of Beneficial
Before
After
Class Owner of Shares
(1)
Ownership (2)
Offering
Offering (3)
Common
Michael Moore, President, CEO, and
10,000,000
100%
67%
Director
All Officers and
Directors as a
Group 10,000,000 100% 67%
1. The address of each executive officer and director is c/o Superior Venture Corporation, 1937 E. Mineral Avenue, Centennial, Colorado 80122.
2. As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).
3. Assumes the sale of the maximum amount of this offering (5,000,000 shares of common stock) by Superior Venture Corporation. The aggregate amount of shares to be issued and outstanding after the offering is 15,000,000.
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 10,000,000 shares have been issued to the existing stockholder, all of which are held by our sole officer and director and are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of shares held by the existing stockholder (after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance.
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Our principal shareholder does not have any plans to sell his shares at any time after this offering is complete.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Michael Moore is our sole officer and director. We are currently operating out of the premises of Mr. Moore, the officer and director of our Company, on a rent-free basis for administrative purposes. There is no written agreement or other material terms or arrangements relating to said arrangement.
We do not currently have any conflicts of interest by or among our current officer, director, key employee or advisors. We have not yet formulated a policy for handling conflicts of interest, however, we intend to do so upon completion of this offering and, in any event, prior to hiring any additional employees.
At the date of incorporation, a stock subscription was received for 10,000,000 shares of its $0.001 common stock, at par for $10,000, of which $4,000 was received as of April 30, 2010. The remaining amount, $6,000, was received on May 12, 2010.
INDEMNIFICATION
Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, 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 one of our directors, officers, 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 is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1, of which this prospectus is a part, with the U.S. Securities and Exchange Commission. Upon completion of the registration, we will be subject to the informational requirements of the Exchange Act and, in accordance therewith, will file all requisite reports, such as Forms 10-K, 10-Q, and 8-K, proxy statements, under Section 14 of the Exchange Act and other information with the Commission. Such reports, proxy statements, this registration statement and other information, may be inspected and copied at the public reference facilities maintained by the Commission at 100 Fifth Street NE, Washington, D.C. 20549. Copies of all materials may be obtained from the Public
41
Reference Section of the Commission’s Washington, D.C. office at prescribed rates. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission at http://www.sec.gov.
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DEALER PROSPECTUS DELIVERY OBLIGATION
“UNTIL___________________________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHIS OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS’ OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.”
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
OTHIS EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by Superior Venture Corporation in connection with registering the sale of the common stock. Superior Venture Corporation has agreed to pay all costs and expenses in connection with this offering of common stock. Set for the below is the estimated expenses of issuance and distribution, assuming the maximum proceeds are raised.
Legal and Professional Fees
$ 1,500
Accounting Fees
$ 2,500
Edgar Fees
$ 700
Blue Sky Qualifications
$ 800
Total:
$ 5,500
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Superior Venture Corporation’s Articles of Incorporation and Bylaws provide for the indemnification of a present or former director or officer. Superior Venture Corporation indemnifies any director, officer, employee or agent who is successful on the merits or otherwise in defense on any action or suit. Such indemnification shall include, but not necessarily be limited to, expenses, including attorney’s fees actually or reasonably incurred by him. Nevada law also provides for discretionary indemnification for each person who serves as or at Superior Venture Corporation request as an officer or director. Superior Venture Corporation may indemnify such individual against all costs, expenses, and liabilities incurred in a threatened, pending or completed action, suit, or proceeding brought because such individual is a director or officer. Such individual must have conducted himself in good faith and reasonably believed that his conduct was in, or not opposed to, Superior Venture Corporation’s best interests. In a criminal action, he/he must not have had a reasonable cause to believe his conduct was unlawful.
NEVADA LAW
Pursuant to the provisions of Nevada Revised Statutes 78.751, Superior Venture Corporation shall indemnify any director, officer and employee as follows: Every director, officer, or employee of Superior Venture Corporation shall be indemnified by us against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/his in connection with any proceeding to which he/he may be made a party, or in which he/he may become involved, by reason of being or having been a director, officer, employee or agent of Superior Venture Corporation or is or was serving at the request of Superior Venture Corporation as a director, officer, employee or agent of Superior Venture Corporation, partnership,
43
joint venture, trust or enterprise, or any settlement thereof, whether or not he/he is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of Superior Venture Corporation. Superior Venture Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of Superior Venture Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.
RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.
The Issuer has raised the sum of $10,000 through sales of its unregistered common stock. At the date of incorporation, a stock subscription was received from our president, Michael Moore for 10,000,000 shares of our $0.001 common stock, at par for $10,000, of which $4,000 was received as of April 30, 2010. The remaining amount, $6,000, was received on May 12, 2010.
These securities were issued in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933.
The following exhibits are included with this registration statement:
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Exhibit Number. |
Name/Identification of Exhibit |
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3.1 3.2
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Articles of Incorporation Bylaws |
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5
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Opinion of Clifford J. Hunt P.A.
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23.1 23.2 |
Consent of Independent Auditor Consent of Counsel (See Exhibit 5) |
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99 |
Additional Exhibits |
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a) Subscription Agreement b) Escrow Agreement
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UNDERTAKINGS
Under Rule 415 of the Securities Act, we are registering securities for an offering to be made on a continuous or delayed basis in the future. The registration statement pertains only to securities (a) the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness and (b) are registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration.
Based on the above-referenced facts and in compliance with the above-referenced rules, Superior Venture Corporation includes the following undertakings in this Registration Statement:
The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post - effective amendment to this registration statement to: |
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(i) |
include any prospectus required by Section 10(a)(3) of the Securities Act; |
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(ii) |
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, represents a fundamental change in the information set forth in the registration statement; |
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(iii) |
include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement. |
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Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraph is incorporated by reference from periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
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(2) |
That, for the purpose of determining any liability pursuant to the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities offered at that time shall be deemed to be the initial bona fide offering thereof. |
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(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. |
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(4) |
To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information require to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. |
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(5) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
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(6)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i.
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii.
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
iv.
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the City of Centennial, State of Colorado on July 15, 2010.
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Superior Venture Corporation |
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(Registrant) |
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By: /s/ Michael Moore |
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Michael Moore |
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President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director |
In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated:
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Signature |
Title |
Date |
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/s/ Michael Moore Michael Moore |
President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director |
July 15, 2010 |
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ARTICLES OF INCORPORATION OF
Superior Venture Corporation
1.
Name of Company:
Superior Venture Corporation
2.
Resident Agent:
The resident agent of the Company is:
Jeannie Bacal
2505 Anthem Village Drive, Ste. E-258
Henderson, Nevada 89052
3.
Board of Directors;
The Company shall initially have one (1) director who shall be Jerald Bacal whose address is 2505 Anthem Village Drive, Ste. E-258, Henderson, Nevada 89052. The individual shall serve as director until their successor or successors have been elected and qualified. The number of directors may be increased or decreased by a duly adopted amendment to the By-Laws of the Corporation.
4.
Authorized Shares:
The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 70,000,000 shares of Common Stock having a $.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par value. The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.
5.
Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the corporation snail not have any preference, preemptive right or right of subscription to acquire shares of the corporation authorized, issued, or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its sole discretion, may determine from time to time.
The Common Stock of the Corporation, after the amount of the subscription price has been fully paid in, in money, property or services, as the directors shall determine, shall not be subject to assessment to pays the debts of the corporation, nor for any other purpose, and no Common Stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended to provide for such assessment
6.
Directors' and Officers' Liability
A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.
7.
Indemnity
Every person who was or is a party to, or is threatened to be made a parry to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against ail expenses, liability and loss (including attorneys' fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.
Without limiting the application of the foregoing, the Board of Directors may adopt By-Laws from time to time without respect to indemnification, to provide at ail times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain Insurance on behalf of any person who is or was a director or officer
8.
Amendments
Subject at all times to the express provisions of Section 5 on the Assessment of Shares, this corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its By-Laws, in the manner now or hereafter prescribed by statute or the Articles of Incorporation or said By-Laws, and all rights conferred upon shareholders are granted subject to this reservation.
9.
Power of Directors
In furtherance, and not in limitation of those powers conferred by statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any, adopted by the shareholders, to make, alter or repeal the By-Laws of the corporation;
(b) To authorize and caused to be executed mortgages and liens, with or without
limitations as to amount, upon the real and personal property of the corporation;
(c) To authorize the guaranty by the corporation of the securities, evidences of
indebtedness and obligations of other persons, corporations or business entities;
(d) To set apart out of any funds of the corporation available for dividends a reserve or
reserves for any proper purpose and to abolish any such reserve;
(e) By resolution adopted by the majority of the whole board, to designate one or more
committees to consist of one or more directors of the of the corporation, which, to the extent provided on the resolution or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the affairs of the corporation, and may authorize the seal of the corporation to be affixed to alt papers which may require it. Such committee or committees shall have name and names as may be stated in the By-Laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.
All the corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand on April 27, 2010, hereby declaring and certifying that the facts stated hereinabove are true.
Signature of Incorporator
Name:
Jerald Bacal
Address:
2505 Anthem Village Drive, Suite E-258
Henderson, Nevada 89052
Signature: /s/ Jerald Bacal
By-Laws
OF
Superior Venture Corporation
ARTICLE I STOCKHOLDERS
Section 1.01 Annual Meeting . The annual meeting of the stockholders of the corporation shall be held on such date and at such time as designated from time to time for the purpose or electing directors of the corporation and to transact all business as may properly come before the meeting. If the election of the directors is not held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.
Section 1.02 Special Meeting . Special meetings of the stockholders may be called by the president or the Board of Directors and shall be called by the president at the written request of the holders of not less than 50% of the issued and outstanding voting shares of the capital stock of the corporation. All business lawfully to be transacted by the stockholders may be transacted at any special meeting or at any adjournment thereof. However, no business shall be acted upon at a special meeting except that referred to in the notice calling the meeting, unless all of the outstanding capital stock of the corporation is represented either in person or in proxy. Where all of the capital stock is represented, any lawful business may be transacted and the meeting shall be valid for all purposes. All special meetings may be held telephonically or electronically with one or more of the stockholders being in contact telephonically or electronically, should such capabilities be reasonably available. Any signatures required may be acquired via fax or electronically, which signatures shall be considered as originals for all purposes.
Section 1.03 Place of Meetings . Any meeting of the stockholders of the corporation may be held at its principal office or at such other place in or out of the United States as the Board of Directors may designate. A waiver of notice signed by the Stockholders entitled to vote may designate any place for the holding of the meeting. All special meetings may be held telephonically and/or electronically with one or more of the stockholders being in contact in such manner, should such capabilities be reasonably available. Any signatures required may be acquired via fax or electronically, which signatures shall be considered as originals for all purposes.
Section 1.04 Notice of Meetings .
(a) The secretary shall sign and deliver to all stockholders of record written or printed notice of any meeting at least ten (10) days, but not more than sixty (60) days, before the date of such meeting. Said notice shall state the place, date and time of the meeting, the general nature of the business to be transacted, and, in the case of any meeting at which directors are to be elected, the names of the nominees, if any, to be presented for election.
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(b) In the case of any meeting, any proper business may be presented for action, except the following items shall be valid only if the general nature of the proposal is stated in the notice or written waiver of notice:
(1)
Action with respect to any contract or transaction between the corporation and one or more of its directors or officers or another firm, association, or corporation in which one of its directors or officers has a material financial interest;
(2)
Adoption of amendments to the Articles of Incorporation;
(3)
Action with respect to the merger, consolidation, reorganization, partial or complete liquidation, or dissolution of the corporation.
(c)
The notice shall be personally delivered, faxed, emailed or mailed by first class mail to each stockholder of record at the last known address thereof, as the same appears on the books of the corporation, and giving of such notice shall be deemed delivered the date the same is personally delivered, faxed, emailed or deposited in the United State mail, postage prepaid. If the address of any stockholder does not appear upon the books of the corporation, it will be sufficient to address such notice to such stockholder at the principal office of the corporation.
(d)
The written certificate of the person calling any meeting, duly sworn, setting forth the substance of the notice, the time and place the notice was mailed, faxed, emailed or personally delivered to the stockholders, and the addresses to which the notice was mailed, delivered, emailed or faxed shall be prima facie evidence of the manner and the fact of giving such notice.
Section 1.05 Waiver of Notice . If all of the stockholders of the corporation waive notice of a meeting, no notice shall be required, and, whenever all stockholders shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice, and at such meeting any corporate action may be taken.
Section 1.06 Determination of Stockholders of Record.
(a) The Board of Directors may at any time fix a future date as a record date for the determination of the stockholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action. The record date so fixed shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days nor less than ten (10) days prior to any other action. When a record date is so fixed, only stockholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution or allotment of rights, or to exercise their rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.
(b) If no record date is fixed by the Board of Directors, then (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived at the close of business on the next day preceding the day on which the meeting is held; (2) the record date for action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the written consent is given; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day in which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to
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the date of such other action, whichever is later.
Section 1.07 Voting .
(a)
Each stockholder of record, or such stockholder's duly authorized proxy or attorney-in-fact shall be entitled to one (1) vote for each share of voting stock standing registered in such stockholder's name on the books of the corporation on the record date.
(b)
Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on that record date (including pledged shares) shall be cast only by that individual or that individual's duly authorized proxy or attorney-in-fact. With respect to shares held by a representative of the estate of a deceased stockholder, guardian, conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder. In the case of shares under the control of a receiver, the receiver may cast in the name of the receiver provided that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand in the name of a minor, votes may be cast only by the duly appointed guardian of the estate of such minor if such guardian has provided the corporation with written notice and proof of such appointment.
(c)
With respect to shares standing in the name of a corporation on the record date, votes may be cast by such officer or agent as the bylaws of such corporation prescribe or. in the absence of an applicable bylaw provision, by such person as may be appointed by resolution of the Board of Directors of such corporation. In the event that no person is appointed, such votes of the corporation may be cast by any person (including the officer making the authorization) authorized to do so by the Chairman of the Board of Directors, President, or any Vice-President of such corporation.
(d)
Notwithstanding anything to the contrary herein contained, no votes may be cast for shares owned by this corporation or its subsidiaries, if any. If shares are held by this corporation or its subsidiaries, if any in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote.
(e)
With respect to shares standing in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a stockholder voting agreement or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship with respect to the same shares, votes may be cast in the following manner:
(1)
If only one person votes, the vote of such person binds all.
(2)
If more than one person votes, the act of the majority so voting binds all.
(3)
If more than one person votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.
(f)
Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of
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such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case in the election of directors. If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.
(g)
If a quorum is present, the affirmative vote of the holders of a majority of the voting shares represented at the meeting and entitled to vote on the matter shall be the act of the stockholders, unless a vote of greater number by classes is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws.
Section 1.08 Quorum; Adjourned Meetings .
(a)
At any meeting of the stockholders, a majority of the issued and outstanding voting shares of the corporation represented in person, or by proxy, shall constitute a quorum.
(b)
If less than a majority of the issued and outstanding voting shares are represented, a majority of shares so represented may adjourn from time to time at the meeting, until holders of the amount of stock required to constitute a quorum shall be in attendance. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted as originally called. When a stockholder's meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced to the meeting to which the adjournment is taken, unless the adjournment is for more than ten (10) days in which event notice thereof shall be given.
Section 1.09 Proxies . At any meeting of stockholders, any holder of shares entitled to vote may authorize another person or persons to vote by proxy with respect to the shares held by an instrument in writing and subscribed to by the holder of such shares entitled to vote. No proxy shall be valid after the expiration of six (6) months from or unless otherwise specified in the proxy. In no event shall the term of a proxy exceed seven (7) years from the date of its execution. Every proxy shall continue in full force and effect until expiration or revocation. Revocation may be affected by filing an instrument revoking the same or a duly executed proxy bearing a later date with the secretary of the corporation.
Section 1.10 Order of Business . At the annual stockholder's meeting, the regular order of business shall be substantially as follows:
1.
Determination of stockholders present and existence of quorum;
2.
Reading and approval of the minutes of the previous meeting or meetings;
3.
Reports of the Board of Directors, the president, treasurer and secretary of the corporation, in the order named;
4.
Reports of committees;
5.
Election of directors;
6.
Unfinished business;
7.
New business; and
8.
Adjournment.
Section 1.11 Absentees' Consent to Meetings . Transactions of any meetings of the stockholders are valid as though had at a meeting duly held after regular call and notice of a quorum is present, either in person or by proxy, and if, either before or after the meeting, each of the persons
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entitled to vote, not present in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to consideration of matters not included in the notice which are legally required to be included there), signs and/or electronically transmits a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except that when the person objects at the beginning of the meeting is not lawfully called or convened and except that attendance at the meeting is not a waiver of any right to object to consideration of matters not included in the notice is such objection is expressly made at the beginning. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waive of notice, except as otherwise provided in section 1.04(b) of these bylaws.
Section 1.12 Action Without Meeting . Any action, except the election of directors, which may be taken by the vote of the stockholders at a meeting, may be taken without a meeting if consented to by the holders of a majority of the shares entitled to vote or such greater proportion as may be required by the laws of the State of Nevada, the Articles of Incorporation, or these Bylaws. Whenever action is taken by written consent, a meeting of stockholders need not be called or noticed.
Section 1.13 Telephonic Messages . Meeting of the stockholders may be held through the use of conference telephone or similar communications equipment, email or instant mail as long as all members participating in such meeting can communicate with one another at the time of such meeting. Participation in such meeting constitutes presence in person at such meeting.
ARTICLE II DIRECTORS
Section 2.01 Number, Tenure, and Qualification . Except as otherwise provided herein, the Board of Directors of the corporation shall consist of at least one (1) and no more than Seven (7) persons, who shall be elected at the annual meeting of the stockholders of the corporation and who shall hold office for one (1) year or until his or her successor or successors are elected and qualify. If, at any time, the number of the stockholders of the corporation is less than one hundred (100), the Board of Directors may consist of one person. A director need not be a stockholder of the corporation.
Section 2.02 Resignation . Any director may resign effective upon giving written notice to the Chairman of the Board of Directors, the president or the secretary of the corporation, unless the notice specified at a later time for effectiveness of such resignation. If the Board of Directors accepts the resignation of a director tendered to take effect at a future date, the Board of Directors or the stockholders may elect a successor to take office when the resignation becomes effective.
Section 2.03 Change in Number . Subject to the limitations of the laws of the State of Nevada, the Articles of Incorporation or Section 2.01 of these Bylaws, the number of directors may be changed from time to time by resolution adopted by the Board of Directors.
Section 2.04 Reduction in Number . No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office.
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Section 2.05 Removal .
(a)
The Board of Directors of the corporation, by majority vote, may declare vacant the office of a director who has been declared incompetent by an order of a court of competent jurisdiction, convicted of a felony, suspected of misfeasance, malfeasance, immoral acts or otherwise brings disrespect or undue negative impact upon the corporation.
(b)
Any director may be removed from office, with or without cause, by the vote or written consent of stockholders representing not less than fifty percent of the issued and outstanding voting capital stock of the corporation.
Section 2.06 Vacancies.
(a)
A vacancy in the Board of Directors because of death, resignation, removal, change in the number of directors, or otherwise may be filled by the stockholders at any regular or special meeting or any adjourned meeting thereof (but not by written consent) or the remaining director(s) of the affirmative vote of a majority thereof. Each successor so elected shall hold office until the next annual meeting of stockholders or until a successor shall have been duly elected and qualified.
(b)
If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the stockholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent (5%) or more of the total number of shares entitled to vote may call a special meeting of the stockholders to be held to elect the entire Board of Directors. The term of office of any director shall terminate upon the election of a successor.
Section 2.07 Regular Meetings . As much as possible, immediately following the adjournment of, and at the same place as, the annual meeting of the stockholders, the Board of Directors, including directors newly elected, shall hold its annual meeting without notice other than the provision to elect officers of the corporation and to transact such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding additional regular meetings.
Section 2.08 Special Meetings . Special meeting of the Board of Directors may be called by the Chairman and shall be called by the Chairman upon request of any two (2) directors or the president of the corporation.
Section 2.09 Place of Meetings . Any meeting of the directors of the corporation may be held at the corporation's principal office or at such other place in or out of the United States as the Board of Directors may designate. A waiver of notice signed by the directors may designate any place for holding of such meeting. Any directors' meetings may be held telephonically or by any other electronic means with one or more of the directors being in such contact, should such capabilities be reasonably available. Any signatures required may be acquired via fax or electronically, which signatures shall be considered as originals for all purposes.
Section 2.10 Notice of Meetings . Except as otherwise provided in Section 2.07, the Chairman shall deliver to all directors written or printed notice of any special meeting, at least 48 hours before the time of such meeting, by delivery of such notice personally, via fax, email or mailing such notice first class mail or by telegram. If mailed, the notice shall be deemed delivered two (2)
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business days following the date the same is deposited in the United States mail, postage prepaid. Any director may waive notice of such a meeting, and the attendance of a director at such a meeting shall constitute a waiver of notice of such meeting, unless such attendance is for the express purpose of objecting to the transaction of business thereat because the meeting is not properly called or convened.
Section 2.11 Quorum; adjourned Meetings.
(a)
A majority of the Board of Directors in office shall constitute a quorum.
(b)
At any meeting of the Board of Directors where a quorum is present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.
Section 2.12 Action without Meeting . Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all of the members of the Board of Directors or of such committee, or if such written consent is confirmed or acknowledged via email or fax. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors or committee. Such action by written consent shall have the same force and effect as the majority vote of the Board of Directors or committee.
Section 2.13 Electronic Meetings . Meetings of the Board of Directors may be held through the use of a conference telephone or similar communications equipment such as email, instant messaging or similar communication so long as all members participating in such meeting can communicate with one another at the time of such meeting. Participation in such a meeting constitutes presence in person at such meeting. Each person participating in the meeting shall sign the minutes thereof, which may be in counterparts. Approval of said meeting may be accomplished via email or fax.
Section 2.14 Board Decisions . The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 2.15 Powers and Duties .
(a)
Except as otherwise provided in the Articles of Incorporation or the laws of the State of Nevada, the Board of Directors is invested with complete and unrestrained authority to manage the affairs of the corporation, and is authorized to exercise for such purpose as the general agent of the corporation, its entire corporate authority in such a manner as it sees fit. The Board of Directors may delegate any of its authority to manage, control or conduct the current business of the corporation to any standing or special committee or to any officer or agent and to appoint any persons to be agents of the corporation with such powers including the power to sub delegate and upon such terms as my be deemed fit.
(b)
The Board of Directors shall present to the stockholders at annual meetings of the stockholders, and when called for by a majority vote of the stockholders at a special meeting of the stockholders, a full and clear statement of the condition of the corporation, and shall, at request, furnish each of the stockholders with a true copy thereof.
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(c)
The Board of Directors, in its discretion, may submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called for the purpose of considering any such contract or act, provide a quorum is preset. The contract or act shall be valid and binding upon the corporation and upon all stockholders thereof, if approved and ratified by the affirmative vote of a majority of the stockholders at such meeting.
(d)
The Board of Directors may ratify a "Related Transaction" by a majority vote of the disinterested directors that are voting at any Special or Regularly scheduled board meeting. A Related Transaction is defined as a material agreement, contract, or other transaction between a current officer, director, or shareholder of the Corporation and the Corporation itself. Additionally, under no circumstances may the Related Transaction that is ratified be on less favorable terms to the Company that it would have it been negotiated with an unrelated third party.
Section 2.16 Compensation . The directors shall be allowed and paid or reimbursed all necessary expenses incurred in attending any meetings of the Board of Directors and shall be entitle to receive such compensation for their services as directors as shall be determined form time to time by the Board of Directors or any committee thereof.
Section 2.17 Board of Directors .
(a)
At its annual meeting, the Board of Directors shall elect, from among its members, a Chairman to preside at meetings of the Board of Directors. The Board of Directors may also elect such other board officers as it may, from time to time, determine advisable.
(b)
Any vacancy in any board office because of death, resignation, removal or otherwise may be filled be the Board of Directors for the unexpired portion of the term of such office.
Section 2.18 Order of Business . The order of business at any meeting of the Board of Directors shall be substantially as follows:
1.
Determination of members present and existence of quorum;
2.
Reading and approval of minutes of any previous meeting or meetings;
3.
Reports of officers and committeemen:
4.
Election of officers (annual meeting);
5.
Unfinished business;
6.
New business; and
7.
Adjournment.
ARTICLE III OFFICERS
Section 3.01 Election . The Board of Directors, at its first meeting following the annual meeting of shareholders, shall elect a President, a Secretary and a Treasurer to hold office for a term of one (1) year and until their successors are elected and qualified. Any person may hold two or more
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offices. The Board of Directors may, from time to time, by resolution, appoint one or more Vice-Presidents. Assistant Secretaries. Assistant Treasurers and transfer agents of the corporation, as it may deem advisable, prescribe their duties and/or fix their compensation.
Section 3.02 Removal; Resignation . Any officer or agent elected or appointed by the Board of Directors may be removed by it with or without cause. Any office may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under contract to which the resigning officer is a party.
Section 3.03 Vacancies . Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired term or such office.
Section 3.04 President . The President shall be deemed the general manager and executive officer of the corporation, subject to the supervision and control of the Board of Directors, and shall direct the corporate affairs, with full power to execute all resolutions and orders of the Board of Directors not especially entrusted to some other officer of the corporation. The President, or his designee, shall preside at all meetings of the stockholders and shall perform such other duties as shall be prescribed by the Board of Directors.
Unless otherwise ordered by the Board of Directors, the President, or his designee shall have the full power and authority on behalf of the corporation to attend, act and vote at meetings of the stockholders of any corporation in which the corporation may hold stock and, at such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock. The Board of Directors, by resolution from time to time, may confer like powers on any person or persons in place of the President to represent the corporation for these purposes.
Section 3.05 Vice President . The Board of Directors may elect one or more Vice Presidents who shall be vested with all the powers and perform all the duties of the President whenever the President is absent or unable to act, including the signing of the certificates of stock issued by the corporation, and the Vice President shall perform such other duties as shall be prescribed by the Board of Directors.
Section 3.06 Secretary . The Secretary shall keep the minutes of all meetings of the stockholders and the Board of Directors in books provide for that purpose. The secretary shall attend to the giving and service of all notices of the corporation, may sign with the President in the name of the corporation all contracts authorized by the Board of Directors or appropriate committee, shall have the custody of the corporate seal, shall affix the corporate seal to all certificates of stock duly issued by the corporation, shall have charge of stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct, and shall, in general, perform all duties incident to the office of the Secretary. All corporate books kept by the Secretary shall be open for examination by any director at any reasonable time.
Section 3.07 Assistant Secretary . The Board of Directors may appoint an Assistant Secretary who shall have such powers and perform such duties as may be prescribed for him by the Secretary of the corporation or by the Board of Directors.
Section 3.08 Treasurer . The Treasurer shall be the chief financial officer of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities of the corporation. When necessary or proper, the Treasurer shall
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endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit all moneys to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments by the corporation. Unless otherwise specified by the Board of Directors, the Treasurer shall sign with the President all bills of exchange and promissory notes of the corporation, shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging to the corporation as the Board of Directors shall designate, and shall sign all papers required by law, by these Bylaws, or by the Board of Directors to be signed by the Treasurer. The Treasurer shall enter regularly in the books of the corporation, to be kept for that purpose, full and accurate accounts of all moneys received and paid on account of the corporation and, whenever required by the Board of Directors, the Treasurer shall render a statement of any or all accounts. The Treasurer shall at all reasonable times exhibit the books of account to any directors of the corporation and shall perform all acts incident to the position of the Treasurer subject to the control of the Board of Directors.
The Treasurer shall, if required by the Board of Directors, give bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of Treasurer and for restoration to the corporation, in the event of the Treasurer's death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation. The expense of such bond shall be borne by the corporation.
Section 3.09. Assistant Treasurer . The Board of Directors may appoint an Assistant Treasurer who shall have such powers and perform such duties as may be prescribed by the Treasurer of the corporation or by the Board of Directors, and the Board of Directors may require the Assistant Treasurer to give a bond to the corporation in such sum and with such security as it may approve, for the faithful performance of the duties of Assistant Treasurer, and for restoration to the corporation, in the event of the Assistant Treasurer's death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation. The expense of such bond shall be borne by the corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance . Shares of capital stock of the corporation shall be issued in such manner and at such times and upon such conditions as shall be prescribed by the Board of Directors. Additionally, the Board of Directors of the corporation may not cause a reverse split of the outstanding common stock of the corporation without an affirmative vote of the holders of 50% of the capita] stock of the corporation entitled to vote or by the consent of the stockholders in accordance with Section 1.12 of these Bylaws.
Section 4.02 Certificates . Ownership in the corporation shall be evidenced by certificates for shares of the stock in such form as shall be prescribed by the Board of Directors, shall be under the seal of the corporation and shall be signed by the President or a Vice-President and also by the Secretary or an Assistant Secretary. Each certificate shall contain the then name of the record holder, the number, designation, if any, class or series of shares represented, a statement of summary of any applicable rights, preferences, privileges or restrictions thereon, and
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a statement that the shares are assessable, if applicable. All certificates shall be consecutively numbered. The name, address and federal tax identification number of the stockholder, the number of shares, and the date of issue shall be entered on the stock transfer books of the corporation.
Section 4.03 Surrender; Lost or Destroyed Certificates . All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefore. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and if required by the Board of Directors, an indemnity bond in any amount and upon such terms as the Treasurer, or the Board of Directors, shall require. In no case shall the bond be in an amount less than twice the current market value of the stock and it shall indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.
Section 4.04 Replacement Certificate . When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, including, without limitation, the merger or consolidation of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate for shares, the corporation shall issue an order for stockholders of record, to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate (s) ordered to be surrendered shall not be entitled to vote, receive dividends or exercise any other rights of stockholders until the holder has complied with the order, provided that such order operates to suspend such rights only after notice and until compliance.
Section 4.05 Transfer of Shares . No transfer of stock shall be valid as against the corporation except on surrender and cancellation of the certificates therefore accompanied by an assignment or transfer by the registered owner made either in person or under assignment. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer on the books of the corporation.
Section 4.06 Transfer Agent . The Board of Directors may appoint, or delegate the ability to appoint, one or more transfer agents and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agent and such registrar of transfer.
Section 4.07 Stock Transfer Books . The stock transfer books shall be closed for a period of at least ten (10) days prior to all meetings of the stockholders and shall be closed for the payment of dividends as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable.
Section 4.08 Miscellaneous . The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the corporation.
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ARTICLE V
DIVIDENDS
Section 5.01 Dividends . Dividends may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property, shares of the corporation stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in Section 1.06 of these Bylaws, prior to the dividend payment for purpose of determining stockholders entitled to receive payment of any dividend. The Board of Directors may close the stock transfer books for such purpose for a period of not more than ten (10) days prior to the payment date of such dividend.
ARTICLE VI
OFFICES; RECORDS, REPORTS; SEAL AND FINANCIAL MATTERS
Section 6.01 Principal Office . The principal office of the corporation shall be as directed by the Board of Directors and The Board of Directors may from time to time, by resolution, change the location of the principal office. The corporation may also maintain an office or offices at such other place or places, either within or without the State of Nevada, as may be resolved, from time to time, by the Board of Directors.
Section 6.02 Records . The stock transfer books and a certified copy of the Bylaws, Articles of Incorporation, any amendments thereto, and the minutes of the proceedings of stockholders, the Board of Directors, and Committees of the Board of Directors shall be kept at the principal office of the corporation for the inspection of all who have the right to see the same and for the transfer of stock. All other books of the corporation shall be kept at such places as may be prescribed by the Board of Directors.
Section 6.03 Financial Report on Request . Any stockholder or stockholders holding at least five percent (5%) of the outstanding shares of any class of Stock may make a Written request for an income statement of the corporation for the three (3) month, six (6) month or nine (9) month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the corporation as of the end of such period. In addition, if no annual report of the last fiscal year has been sent to stockholders, such stockholder or stockholders may make a request for a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year. The statements shall be delivered or mailed to the person making the request within thirty (30) days thereafter. A copy of the statements shall be kept on file in the principal office of the corporation for twelve (12) months, and such copies shall be exhibited at all reasonable times to any stockholder demanding an examination of them or a copy shall be mailed to each stockholder. Upon request by any stockholder, there shall be mailed to the stockholder a copy of the last annual, semiannual or quarterly income statement which it has prepared and a balance sheet as of the end of the period. The financial statements referred to in this Section 6.03 shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that such
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financial statements were prepared without audit from the books and records of the corporation.
Section 6.04 Right of Inspection .
(a)
The accounting and records and minutes of proceedings of the stockholders and the Board of Directors shall be open to inspection upon the written demand of any stockholder or holder of a voting trust certificate at any reasonable time during usual business hours for a purpose reasonably related to such holder's interest as a stockholder or as the holder of such voting trust certificate. This right of inspection shall extend to the records of the subsidiaries, if any, of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.
(b)
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and/or its subsidiary corporations. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.
Section 6.05 Corporate Seal . The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document requiring it.
Section 6.06 Fiscal Year-End . The fiscal year-end of the corporation shall be such date as may be fixed from time to time by resolution by the Board of Directors.
Section 6.07 Reserves . The Board of Directors may create, by resolution, out of the earned surplus of the corporation such reserves as the directors may, from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends or to repair or maintain any property of the corporation, or for such other purposes as the Board of Directors may deem beneficial to the corporation, and the directors may modify or abolish any such reserves in the manner in which they were created.
Section 6.08 Payments to Officers or Directors . Any payments made to an officer or director of the corporation, such as salary, commission, bonus, interest, rent or entertainment expense, which shall be disallowed by the Internal Revenue Service in whole or in part as a deductible expense by the corporation, shall be reimbursed by such officer or director to the corporation to the full extent of such disallowance. It shall be the duty of the Board of Directors to enforce repayment of each such amount disallowed. In lieu of direct reimbursement by such officer or director, the Board of Directors may withhold future compensation to such officer or director until the amount owed to the corporation has been recovered.
ARTICLE VII
INDEMNIFICATION
Section 7.01 In General . Subject to Section 7.02, the corporation may indemnify any director, officer, employee or agent of the corporation, or any individual serving in any such capacity who is deemed to have acted in good faith on behalf of the corporation, any other entity or enterprise at the request of the corporation, against any and all legal expenses (including attorneys' fees and costs), claims and/or liabilities arising out of any suit or proceeding, except an action by or
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in the right of the corporation.
Section 7.02 Lack of Good Faith; Criminal Conduct . The corporation, in it's sole discretion, may, but shall not be required to, indemnify any individual, including any director or officer, where such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, where there was not reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, there was reasonable cause to believe that the conduct was unlawful.
Section 7.03 Successful Defense of Actions . The corporation may reimburse or otherwise indemnify any director, officer, employee, or agent against legal expenses (including attorneys' fees and costs) actually and reasonably incurred in connection with defense of any action, suit, or proceeding herein above referred to, whether or not such person is successful on the merits.
Section 7.04 Authorization . Indemnification shall be made by the corporation only when authorized in the specific case and upon a determination that indemnification is proper by:
(1) A majority of the stockholders;
(2) A majority vote of a quorum of the Board of Directors, consisting of directors who were not parties to the action, suit, or proceeding.
Section 7.05 Advancing Expenses . Expenses incurred in defending any action, suit, or proceeding may be paid by the corporation in advance of the final disposition, when authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the person defending to repay such advances if indemnification is not ultimately available under these provisions.
Section 7.06 Continuing Indemnification . The indemnification provided by these Bylaws shall continue as to a person who has ceased to be director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 7.07 Insurance . The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or who is or was serving at the request of the corporation in any capacity against any liability asserted.
ARTICLE VIII
BYLAWS
Section 8.01 Amendment . These Bylaws may be altered, amended or repealed at any regular meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of such alteration, amendment or repeal is contained in the notice of such alteration, amendment or repeal be contained in the notice of such special meeting. These Bylaws may also be altered, amended, or repealed at a meeting of the stockholders at which a quorum is present by the affirmative vote of the holders of 51% of the capital stock of the
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corporation entitled to vote or by the consent of the stockholders in accordance with Section 1.12 of these Bylaws. The stockholders may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed amended, adopted or altered by the Board of Directors.
CERTIFICATION
I, the undersigned, being the duly elected secretary of the corporation, do hereby certify- that the foregoing Bylaws were adopted by the Board of Directors the 3rd day of May 2010.
/s/ Michael D. Moore
Michael D. Moore
Secretary CORPORATE SEAL
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Law Office of Clifford J. Hunt, P.A.
8200 Seminole Boulevard
Seminole, Florida 33772
Telephone (727) 471-0444
Facsimile (727) 471-0447
E-mail: cjh@huntlawgrp.com
July 15, 2010
Mr. Michael D. Moore, CEO
Superior Venture Corporation
1937 E. Mineral Avenue
Centennial, Colorado 80122
Re:
Opinion of Counsel for Registration Statement on Form S-1 Under the Securities Act of 1933 (the “Registration Statement”) of Superior Venture Corporation, a Nevada corporation.
Dear Mr. Moore:
The Law Office of Clifford J. Hunt, P.A., (the “Firm”) has acted as special counsel for Superior Venture Corporation, a Nevada corporation (the “Company”), for the limited purpose of rendering this opinion in connection with the registration (pursuant to the “Registration Statement”) of 5,000,000 shares (the “Shares”) of common stock at the price of $0.01 per share, being offered by the Company.
In our capacity as special counsel to the Company, we have examined originals, or copies certified or otherwise identified to my satisfaction, of the following documents:
1.
Certificate of Incorporation of the Company;
2.
Bylaws of the Company;
3.
The records of corporate proceedings including resolutions relating to the issuance of the Shares; and
4.
Such other instruments and documents, if any, as we believe to be necessary for the purpose of rendering the following opinion.
In such examinations, we have assumed the authenticity and completeness of all documents, certificates and records submitted to us as originals, the conformity to the original instruments of all documents, certificates and records submitted to us as copies, and the authenticity and completeness of the originals of such instruments. In rendering this opinion, we have relied upon, with the consent of the Company and its Board of Directors: (i) the representations of the Company, its officers and directors as set forth in the aforementioned documents as to factual matters; (ii) assurances from the officers and directors of the Company as we have deemed necessary for purposes of expressing the opinions set forth herein; (iii) certificates of public officials; and (iv) we have made such investigations of law as we have believed necessary and relevant.. We have not undertaken any independent investigation to determine or verify any information and representations made by the Company, its officers and directors in the aforementioned documents and have relied upon such information and representations as being accurate and complete in expressing our opinion.
We have assumed in rendering the opinions set forth herein that no person or entity has taken any action inconsistent with the terms of the aforementioned documents or prohibited by law. This opinion letter is limited to the matters set forth herein and no opinions may be implied or inferred beyond the matters expressly stated herein. We undertake no, and hereby disclaim any, obligation to make any
Superior Ventures
Re: Form S-1
July 15, 2010
Page 2 of 3
inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based
on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.
Clifford J. Hunt, Esquire, the principal of the Firm, is a member of the Florida Bar and is licensed to practice law in the State of Florida. We do not express any opinion as to the laws of any other jurisdiction other than the Corporation Law of the State of Nevada, all applicable provisions of the State of Nevada Constitution and all reported judicial decisions interpreting those laws as well as United States federal securities law. This opinion is limited to the aforementioned laws, including the rules and regulations promulgated thereunder, as in effect on the date hereof. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction. Based on the following I am of the following opinion:
1.
Superior Venture Corporation is a corporation duly organized and legally existing under the laws of the State of Nevada, with its office and mailing address located at 1937 E. Mineral Avenue, Centennial, Colorado 80122. The Articles of Incorporation and corporate registration fees were submitted to the Nevada Secretary of State’s office and filed with the office on April 27, 2010. The Company’s existence and form is valid, legal and active pursuant to the representation above and from a review of the corporate filing information at the Nevada Secretary of State’s Office.
2.
The Company has two classes of stock, a class of common stock, and a class of preferred stock. Neither the Articles of Incorporation, nor the Bylaws, nor any subsequent corporate resolutions change the non-assessable characteristics of the Company’s common shares and preferred shares of stock. The common stock previously issued by the Company is in legal form and in compliance with the laws of the State of Nevada, and when such stock was issued it was fully paid for and non-assessable. The common stock to be registered under the Company’s Form S-1 Registration Statement is likewise legal under the laws of the State of Nevada. The Company has not issued any shares of preferred stock.
3.
To our knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the Registration Statement. We know of no disputes involving the Company and the Company has no claim, actions or inquiries from any federal, state or other government agency, other than as set forth in the Registration Statement. We know of no claims against the Company or any reputed claims against it at this time, other than as set forth in the Registration Statement.
4.
The Company’s outstanding shares are all common shares. There is no liquidation preference right held by the present shareholders upon voluntary or involuntary liquidation of the Company.
5.
By directors’ resolution, the Company has authorized the issuance of 5,000,000 shares of common stock for this offering. The Company’s Articles of Incorporation presently set the authorized capital stock of the Company at 75,000,000 shares, 70,000,000 of which are designated as common stock, with a $0.001 par value, and 5,000,000 as preferred stock with a $0.001 par value.
Superior Ventures
Re: Form S-1
July 15, 2010
Page 3 of 3
Based upon the foregoing, we are of the opinion that the shares being offered for sale and issuable
by the Company pursuant to the Company’s Registration Statement on Form S-1 have been, and will be duly authorized and validly issued, fully paid and non-assessable when issued as contemplated by the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our law firm under the caption “Interest of Named Experts and Counsel” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely,
LAW OFFICE OF CLIFFORD J. HUNT, P.A.
/s/: Clifford J. Hunt
Clifford J. Hunt, Esquire
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Peter Messineo Certified Public Accountant 1982 Otter Way Palm Harbor FL 34685 peter@cpa-ezxl.com T 727.421.6268 F 727.674.0511 |
Consent of Independent Registered Public Accounting Firm
I consent to the inclusion in the Prospectus, of which this Registration Statement on Form S-1 is a part, of the report dated June 30, 2010 relative to the financial statements of Superior Venture Corporation, as of April 30, 2010 and for the period April 27, 2010 (date of inception) through April 30, 2010.
I also consent to the reference to my firm under the caption "Experts" in such Registration Statement.
/s/ Peter Messineo
Peter Messineo, CPA
Palm Harbor Florida
July 15, 2010
EXHIBIT 99(b):
Subscription Agreement
SUPERIOR VENTURE CORPORATION
Subscription Agreement
1.
Investment :
The undersigned (“Buyer”) subscribes for ____________ Shares of Common Stock of Superior Venture Corporation at $0.01 per share.
Total subscription price ($0.01 times number of Shares): = $_____________________.
PLEASE MAKE CHECKS PAYABLE TO:
Law Office of Clifford J. Hunt, P.A. Trust Account IOTA.
2.
Investor information :
3.
Type of ownership : (You must check one box)
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Individual |
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Tenants in Common |
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Uniform Gifts to Minors Act of the State of: __________ |
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Joint Tenants with rights of Survivorship |
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Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.: |
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Partnership (Limited Partnerships use “Corporation”) |
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Trust |
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Community Property |
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Other (please explain) |
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4.
Further Representations, Warrants and Covenants . Buyer hereby represents warrants, covenants and agrees as follows:
(a)
Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement.
(b)
Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment.
(c)
Buyer is under no legal disability nor is Buyer subject to any order, which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares.
5.
Acceptance of Subscription.
(a)
It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription.
6.
Governing Law .
(a)
This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Nevada without giving effect to any conflict of laws or choice of law rules.
IN WITNESS WHEREOF, this Subscription Agreement has been executed and delivered by the Buyer and by the Company on the respective dates set forth below.
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INVESTOR SUBSCRIPTION ACCEPTED AS OF |
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Superior Venture Corporation |
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1937 E. Mineral Avenue Centennial, Colorado 80122 |
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Deliver completed subscription agreements and checks to:
Law Office of Clifford J. Hunt P.A.
8200 Seminole Blvd.
Seminole, Florida 33772
EXHIBIT 1:
Escrow Agreement
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (“Agreement”) is made as of the 14th day of July 2010 by and between Superior Venture Corporation (“Issuer”), and the Law Office of Clifford J. Hunt, P.A., 8200 Seminole, Florida 33772 (the “Escrow Agent”)
WITNESSETH
WHEREAS , the Issuer proposes that escrow deposits be accepted into Escrow Agent’s law firm trust account (the “Escrow Account”), consisting of investor subscription monies received from the Issuer in connection with a public offering of Issuer’s securities, and the Escrow Agent is willing to accept the escrow deposits into the Escrow Account for the benefit of the Issuer on the terms and subject to the conditions hereinafter set forth; and
WHEREAS , the Escrow Agent maintains a law firm trust account with Bank of America (the “Bank Account”) into which the investor subscription monies, which are received by the Escrow Agent from the Issuer and credited to the Escrow Account, are to be deposited;
NOW, THEREFORE , in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:
1.
Information Sheet . Each capitalized term not otherwise defined in this Agreement shall have the meaning set forth for such term on the information sheet which is attached to this Agreement and is incorporated by reference herein and made a part hereof (the “Information Sheet”).
2.
Establishment of the Bank Account .
2.1
The Escrow Agent maintains a non-interest bearing law firm trust account at the Seminole, Florida branch of Bank of America, titled Law Office of Clifford J. Hunt, P.A. Trust Account IOTA (heretofore defined as the “Bank Account”). The purpose of the Bank Account is for, among other things, (a) the deposit of all subscription monies (checks, cash or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent, (b) the holding of amounts of subscription monies which are collected through the banking system, and (c) the disbursement of collected funds, all as described herein.
2.2
The Offering Period during which subscription monies may be received into the Bank Account, shall be deemed to commence on the date set forth in the Issuer’s Prospectus to be supplied to the Escrow Agent and to terminate on the date set forth on the Information Sheet. The last day of the Offering Period, or the last day of the Extension Period (if the Escrow Agent has received written notice thereof as hereinabove provided), is referred to herein as the “Termination Date.” Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.
3.
Deposits to the Bank Account .
3.1
The Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent’s receipt of such monies, they shall be deposited in and credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to “Law Office of Clifford J. Hunt P.A. Trust Account IOTA”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the Issuer, by noon of the next business day following receipt of such
1
check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement.
3.2
Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as “Escrow Amounts.” The Escrow Agent shall cause Bank of America to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the “Subscription Information”).
3.3
The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments.
3.4
The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours.
3.5
Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.”
3.6
If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.
4.
Disbursement from the Bank Account.
4.1
Subject to 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the Minimum Dollar Amount or the Minimum Securities Amount, as indicated by the Subscription Information submitted to the Escrow Agent, then in either such case, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Bank Account for the amounts of such payments and transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund.
4.2
Subject to 4.3 below, if at any time up to the close of regular banking hours on the Termination Date, the Escrow Agent determines that the amount in the Fund is at least equal to the Minimum Dollar Amount and represents the sale of not less than the Minimum Securities Amount, the Escrow Agent shall promptly notify the Issuer of such fact in writing. The Escrow Agent shall promptly disburse the Fund, by drawing checks on the Bank Account in accordance with instruction in writing signed by the Issuer as to the disbursement of the Fund, promptly after it receives such instructions. In the event that cleared funds exceed the Minimum Dollar Amount, the Issuer may close on such excess funds when it closes on the Minimum Dollar Amount or opt to close on such excess funds at a later date or dates. Such closing(s) may take place by mutual agreement of the Issuer any time during or after the Offering Period, as, and if, extended.
4.3
If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the Minimum Dollar Amount, and result in the Fund representing the sale of the Minimum Securities Amount, the Collection Period (consisting of the number of business days set forth on the Information Sheet) shall
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be utilized to allow such uncollected amounts to clear the banking system. During the Collection Period, the Escrow Agent shall not deposit or accept any additional amounts; provided, however, that such amounts as were received by the Issuer by the close of business on the Termination Date may be deposited with the Escrow Agent by noon of the next business day following the Termination Date. If at the close of business on the last day of the Collection Period an amount sufficient to raise the amount in the Fund to the Minimum Dollar Amount and which would result in the Fund representing the sale of the Minimum Securities Amount shall not have cleared the banking system, the Escrow Agent shall promptly notify the Issuer in writing of such fact and shall promptly return all amounts then in the Fund, and any amounts which thereafter clear the banking system, to the prospective purchasers as provided in Section 4.1 hereof.
4.4
Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and relieved from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.
5.
Rights, Duties and Responsibilities of Escrow Agent . It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:
5.1
The Escrow Agent shall notify the Issuer, on a daily basis, of the Escrow Amounts which have been deposited in the Bank Account and of the amounts, constituting the Fund, which have cleared the banking system and have been collected by the Escrow Agent.
5.2
The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of any agreement between the Issuer and third parties nor shall the Escrow Agent be responsible for the performance by the Issuer of its respective obligations under this Agreement.
5.3
The Escrow Agent shall not be required to accept from the Issuer any Subscription Information pertaining to prospective purchasers unless such Subscription Information is accompanied by checks, cash, or wire transfers meeting the requirements of Section 3.1, nor shall the Escrow Agent be required to keep records of any information with respect to payments deposited except as to the names, addresses and amounts of such payments; however, the Escrow Agent shall notify the Issuer promptly of any discrepancy between the amount set forth in any Subscription Information and the amount delivered to the Escrow Agent therewith. Such amount need not be accepted for deposit in the Escrow Account until such discrepancy has been resolved.
5.4
The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent, within a reasonable time, shall return to the Issuer any check received which is dishonored, together with Subscription Information, if any, which accompanied such check.
5.5
The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is given to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions or to execute any such certificate, instrument or other document.
5.6
If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Bank Account, the Escrow Amounts or the Fund which, in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, it shall be entitled to hold the Escrow Amounts, the Fund, or a portion thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit the Fund (and any other Escrow Amounts that thereafter become part of the Fund) with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined.
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Upon the deposit by the Escrow Agent of the Fund with the Clerk of any such court, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder.
5.7
The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel.
5.8
The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amounts, the Fund or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Fund or any part thereof.
6.
Amendment; Resignation . This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving written notice to such effect to the Issuer. Upon any such termination or resignation, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.
7.
Representations and Warranties . The Issuer hereby represents and warrants to the Escrow Agent that:
7.1
No party other than the parties hereto and the prospective purchasers have, or shall have, any lien, claim or security interest in the Escrow Amounts or the Fund or any part thereof.
7.2
No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Amounts or the Fund or any part thereof.
7.3
The Subscription Information submitted with each deposit shall, at the time of submission and at the time of the disbursement of the Fund, be deemed a representation and warranty that such deposit represents a bona fide payment by the purchaser described therein for the amount of Securities set forth in such Subscription Information.
7.4
All of the information contained in the Information Sheet is, as of the date hereof, and will be, at the time of any disbursement of the Fund, true and correct.
8.
Fees and Expenses . The Escrow Agent shall be entitled to the Escrow Agent Fees set forth on the Information Sheet, payable as and when stated therein. In addition, the Issuer agrees to reimburse the Escrow Agent for any reasonable expenses incurred in connection with this Agreement,
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including but not limited to, reasonable counsel fees. Upon receipt of the Minimum Dollar Amount, the Escrow Agent shall have a lien upon the Fund to the extent of its fees for services as Escrow Agent.
9.
Indemnification and Contribution .
9.1
The Issuer (referred to as the “Indemnitor”) agrees to indemnify the Escrow Agent and its officers, directors, employees, agents and shareholders (collectively referred to as the “Indemnitees”) against and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, unless such action claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitees.
9.2
If the indemnification provided for in Section 9.1 is applicable, but for any reason is held to be unavailable, the Indemnitor shall contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitees as a result of or in connection with, and any such amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitor.
9.3
The provisions of the Article 9 shall survive any termination of this Agreement, whether by disbursement of the Fund, resignation of the Escrow Agent or otherwise.
10.
Participating Broker/Dealers .
The Issuer will notify the Escrow Agent of the names of any participating broker/dealers other than the Issuer and the Escrow Agent is authorized to accept subscription payments from such broker/dealers and/or their customers.
11.
Governing Law and Assignment . This Agreement shall be construed in accordance with and governed by the laws of the State of Florida and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that any assignment or transfer by any party of its rights under this Agreement or with respect to the Escrow Amounts or the Fund shall be void as against the Escrow Agent unless (a) written notice thereof shall be given to the Escrow Agent; and (b) the Escrow Agent shall have consented in writing to such assignment or transfer, which consent shall not be unreasonably withheld or delayed. The parties agree that courts of competent jurisdiction in Pinellas County, Florida shall have jurisdiction over any civil action relating to the interpretation of this Agreement, interpleader, and any breach or alleged breach of this Agreement. The parties agree to submit to the personal jurisdiction of such courts and any other applicable court within the state of Florida. The parties further agree that the mailing of any process shall constitute valid and lawful process against such party. The parties waive any claim that they may have that any of the foregoing courts is an inconvenient forum.
12.
Notices . All notices required to be given in connection with this Agreement shall be (a) delivered by hand or by facsimile (with confirmation of receipt), or (b) sent by registered or certified mail, or by the Express Mail service offered by the United States Post Office with proper postage prepaid, and addressed as follows:
If to the Issuer, to:
Superior Venture Corporation
1937 E. Mineral Avenue
Centennial, Colorado 80122
Telephone (303) 531-8202
If to the Escrow Agent:
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Law Office of Clifford J Hunt, P.A.
8200 Seminole Blvd.
Seminole, Florida 33772
Telephone (727) 471-0444
Facsimile (727) 471-0447
or to such other address as the person to whom notice is to be given may have previously furnished to the others in the above-referenced manner. All such notices and communications, if mailed, shall be effective, if to the Issuer, five days after deposited in the mails, and if to the Escrow Agent shall not be effective until received. Notices of changes of address shall not be effective until received.
13.
Severability . If any provision of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
14.
Execution in Several Counterparts . This Agreement may be executed in several counterparts or by separate instruments, and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.
15.
Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection therewith.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.
SUPERIOR VENTURE CORPORATION
By /s/ Michael Moore
Michael Moore
President
Law Office of Clifford J. Hunt, P.A.
By: /s/ Clifford J. Hunt
Clifford J. Hunt, Esquire
President
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ESCROW AGREEMENT INFORMATION SHEET
1.
The Issuer
Name: Superior Venture Corporation
Address: 1937 E. Mineral Avenue
Centennial, Colorado 80122
State of Incorporation: Nevada
2.
The Escrow Agent
Name: Law Office of Clifford J. Hunt, P.A.
Address: 8200 Seminole Blvd.
Seminole, Florida 33772
3.
The Securities
Description of the Securities to be offered: Shares of Common Stock
Offering Price per Share: $0.01 per Share.
4.
Minimum Amount Required for Disbursement of the Escrow Account
Aggregate dollar amount which must be collected before the Escrow Account may
be disbursed to the Issuer (“Minimum Dollar Amount”): $50,000.00.
Total amount of securities which must be subscribed for before the Escrow Account may
be disbursed to the Issuer (“Minimum Securities Amount”): 5,000,000 Shares of Common Stock.
5.
Plan of Distribution of the Securities
Offering Period: From the date of the Prospectus until ________________, 201__.
Extension Period, if any:_____________, 201_ through_______________, 201_.
Collection Period, if any: 10 business days.
6.
Title of Bank Account:
Law Office of Clifford J. Hunt, P.A. Trust Account IOTA
7.
Escrow Agent Fees
$1,000.00 upon the distribution of funds based upon reaching the Minimum Dollar Amount. All
other fees will be mutually agreed upon by the Issuer and the Escrow Agent.
8.
Federal I.D. No.
27-2450645
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