As filed with the Securities and Exchange Commission on August 27, 2013

Registration No. _______________

__________________________________________________________________________________________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.  20549

216 South Jefferson, Suite LL1

Chicago, IL 60661

312-397-9300, Extension 204

 (Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Shawn P. Clark

Key Link Assets Corp.

216 South Jefferson, Suite LL1

Chicago, IL 60661

312-397-9300, Extension 204

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications to:

Kristen A. Baracy, Esq.

Carol S. McMahan, Esq.

Synergy Law Group, LLC

730 West Randolph Street, 6 ^th Floor

Chicago, IL  60661

(312) 454-0015

Fax (312) 454-0261

Approximate Date of Commencement of Proposed Sale to Public:   As soon as practicable after the effective date of this Registration Statement

If any of the securities being registered on this Form as 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Prospectus Summary

This summary highlights information contained elsewhere in this Prospectus and may not contain all of the information you should consider before investing in the shares.  You are urged to read this Prospectus in its entirety, including the information under “Risk Factors“, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision.

In this Prospectus, ‘‘Key Link,’’ the “Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our,’’ refer to Key Link Assets Corp., unless the context otherwise requires. Unless otherwise indicated, the term ‘‘fiscal year’’ refers to our fiscal year ending December 31. Unless otherwise indicated, the term ‘‘common stock’’ refers to shares of the Company’s common stock.

The Company

Key Link Assets Corp. was incorporated under the laws of the state of Delaware on May 13, 2010. The Company’s principal offices are located at 216 South Jefferson, Suite LL1, Chicago, Illinois 60661. Our telephone number there is 312-397-9300, Extension 204.

The Company was organized for the purpose of developing a business to acquire a diverse portfolio of heavily discounted real estate properties consisting primarily of multi-unit residential and commercial properties initially within the Chicago metropolitan area and then possibly other selected cities with the goal of securing investments to produce stable positive cash flows. The Company issued an aggregate of 14,112,250 shares of its common stock to the founders of the Company in consideration for services provided to the Company. On October 12, 2010 the Company closed a private offering of its common stock in which it sold 590,000 shares of common stock to 35 investors for gross proceeds of $59,000. The private offering was conducted pursuant to an exemption from federal securities registration provided by Regulation D promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act.”).

The Company determined that its real estate business plan was unsustainable because of the absence of a sufficient number of suitable properties available for purchase at prices which would allow the business plan to succeed considering the state of the real estate market, challenges related to decreased consumer confidence and the weakened economic conditions in general. Management has now decided to pursue a business plan of acquiring small- and medium-sized grocery stores in non-urban locales that are not directly served by large national supermarket chains. To date the Company has been involved in organizational activities and development of its business plan. As of the date of this Prospectus, it has not yet acquired any such grocery stores under its business plan or commenced operations.

Our financial statements for the years ended December 31, 2012 and 2011 report no revenues and net losses of $6,128 and $50,053, respectively, with a net loss from inception through June 30, 2013 of $102,585. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

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Risk Factors

You should carefully consider the risks and uncertainties described below and the other information in this Prospectus before deciding whether to invest in the Shares offered herein. The risks described below are not the only ones we will face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our financial performance and business operations. If any of these risks actually occur, our business and financial condition or results of operation may be materially adversely affected, the trading price of our common stock could decline and you may lose all or part of your investment. We make various statements in this section which constitute “forward-looking” statements.

Risks Relating to Our Company and Our Industry

Our auditors have issued a going concern opinion.   

Our independent auditors have indicated, in their report on our December 31, 2012 and 2011 financial statements, that there is substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation. The going concern consideration is based on the Company’s absence of revenues to date. If we are unable to continue as a going concern, investors will likely lose all of their investment in the Company.

We are an earlystage company with an unproven business strategy and may never be able to implement our business plan or achieve profitability.

We are at an early stage of development of our grocery store concept. Since we have yet to acquire any grocery stores, we have not yet begun to operate any stores and, accordingly, have not begun to generate revenues from the operations of our stores. A commitment of substantial resources to conduct time-consuming research will be required if we are to complete the development of our grocery stores. There can be no assurance that we will be able to implement our grocery store business plan at reasonable costs or successfully operate the grocery stores. We expect it will take several years to implement our business plan, if at all.

We have incurred losses since our incorporation and may never be profitable.

Since the Company was incorporated May 13, 2010, we have had no operations except organizational and planning activities and we have incurred operating losses. As we are still in the process of developing our business plan, we expect to incur additional losses in the foreseeable future, and such losses may be significant. To become profitable, we must be successful in raising capital to continue with our start-up activities and successfully convert the plan to actual operations.  It could be years before we receive any revenues from operations, if ever. Thus, we may never be profitable. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a long-term basis.

Because we have not yet commenced business operations, evaluating our business is difficult .  

We were incorporated on May 13, 2010, and to date have been involved primarily in organizational and planning activities. We have not earned revenues as of the date of this Prospectus and have incurred total losses of $102,585 from inception on May 13, 2010 to June 30, 2013.

Accordingly, you cannot evaluate our business or our future prospects due to our lack of operating history. To date, our business development activities have consisted solely of organizational activities and development of our business plan. Potential investors should be aware of the difficulties normally encountered by development companies and the high rate of failure of such enterprises. In addition, there is no guarantee that we will commence business operations. Even if we do commence operations, at present, we do not know when in the future such operations will commence.

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Furthermore, prior to completion of our developmental stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the implementation of our business plan, we will not be able to earn profits or continue operations.

The recently enacted JOBS Act will allow the Company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.

The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. The Company meets the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company, ” it will, among other things:

·

be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

be exempt from the "say on pay ” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute ” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;

be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ) and instead provide a reduced level of disclosure concerning executive compensation; and

be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “ PCAOB ” ) requiring mandatory audit firm rotation or a supplement to the auditor ’ s report on the financial statements.

Although the Company is still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

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We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.  As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

  We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.

Competition in the food retail industry is intense and our business may not be able to differentiate itself from the many competitors.

The Company will face strong competition for customers from the many different types of food retailers in the market, including traditional supermarkets - both regional and national chains, as well as independent operators, supercenters, membership warehouse clubs, discount stores, convenience stores and online food retailers. The Company must be able to differentiate itself from competitors based on a number of different factors that include: price, location, quality, assortment, and in-store marketing and promotional activities. Given that the food retailing industry is characterized by small gross margins, the nature and extent of competition our Company faces may adversely affect profitability.

Businesses in the food retail industry are often subject to legal proceedings, including regulatory actions and class actions.

As an enterprise operating in the food retail industry, the Company’s business will be subject to the risk of legal proceedings by various parties, including consumers, suppliers, and governmental agencies through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation is difficult to assess or quantify. Plaintiffs may seek recovery for large sums of money, and potential losses relating to such lawsuits may remain unknown for a significant length of time. The cost to defend litigation may be significant, and litigation may result in adverse publicity for the Company. As a result, such lawsuits may negatively affect the Company’s financial condition.

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Weather or natural disasters may affect our stores or the supply chain, causing a disruption or delay in the supply of products or a reduction in the availability of goods.

Severe weather conditions such as drought, floods, hurricanes, earthquakes or tornadoes in areas in which the Company operates or from which the Company may obtain products, may cause physical damage to the Company’s property and disruptions in the supply, transport and delivery of products to the Company’s stores. Such natural disasters may also result in a reduction in the availability of products the Company will be able to offer for sale. In addition, adverse climate conditions and weather patterns that impact growing conditions may negatively affect food crop yield and quality, thus, adversely affecting the availability or cost of certain products within the grocery supply chain. These factors may negatively affect the Company’s business and financial condition.

We face issues of food safety, quality and health concerns.

We could be adversely affected if consumers lose confidence in the safety and quality of certain food products. Adverse publicity about these types of concerns, whether valid or not, may discourage consumers from buying our products or cause production and delivery disruptions. The real or perceived sale of contaminated food products by us could result in product liability claims, a loss of consumer confidence and product recalls, which could have a material adverse effect on our sales and operations.

Food safety and food-borne illness concerns may have an adverse effect on our business.

Food-borne illnesses, such as E. coli, hepatitis A, trichinosis or salmonella, and other food safety issues have occurred in the past and could occur in the future. Any report or publicity linking us or one of our stores to instances of food-borne illness or other food safety issues, including food tampering or contamination, could adversely affect our reputation as well as our revenues and profits. In the future, if a customer of one of our stores becomes ill from food-borne illnesses, we may temporarily close that location or discontinue the offering of prepared foods, which would decrease our revenues. In addition, instances of food-borne illness, food-tampering or food contamination solely involving our suppliers or distributors or solely at stores of competitors could adversely affect our sales as a result of negative publicity about the foodservice industry generally. Such instances of food-borne illness, food-tampering and food contamination may not be within our control. The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, which could result in disruptions in our supply chain and/or lower margins for us.

We may not attain our target development goals, and aggressive development could cannibalize existing sales.

Our growth strategy depends in large part on our ability to increase the number of our grocery stores. The successful development of new stores will depend in large part on our ability to open new locations and to operate these stores on a profitable basis. We cannot guarantee that we will be able to acquire any grocery stores or achieve our expansion goals or that any stores will be operated profitably. In the future, other risks which could impact our ability to increase our net grocery store count include prevailing economic conditions and our ability to obtain suitable store locations, negotiate acceptable lease or purchase terms for the locations, obtain required permits and approvals in a timely manner, hire and train qualified personnel and meet construction schedules.

Expansion into target markets could also be affected by our ability to obtain financing to acquire and open new stores. If it becomes more difficult or expensive to obtain financing to develop new stores, our planned growth could slow and our future revenue and operating cash flows could be adversely impacted.

In addition, the new stores could impact the sales of our existing stores nearby, if any. There can be no assurance sales cannibalization will not occur or become more significant in the future as we increase our presence in existing markets.

Our ability to operate effectively could be impaired by the risks and costs associated with efforts to grow our business through acquisitions.

Currently, we do not own any grocery stores, and there is no guarantee that we will acquire any grocery stores. We intend to implement our business plan by acquiring grocery stores in the future.

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Efforts to implement our business plan will include acquisitions of grocery stores. The successful integration of newly acquired locations will be dependent on our ability to identify suitable candidates for acquisition, effect acquisitions at acceptable rates of return, obtain adequate financing, and negotiate acceptable terms and conditions. Our success will also depend in large part on our ability to successfully integrate such operations and personnel in a timely and efficient manner while retaining the customer base of the acquired operations. If we cannot identify suitable acquisition candidates, successfully integrate these operations and retain the customer base, we may experience material adverse consequences to our results of operations and financial condition.  After the acquisition of grocery stores, the integration of separately managed businesses operating in different markets will involve a number of risks, including the following:

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demands on management related to the significant increase in our size after the acquisition of operations;

·

difficulties in the assimilation of different corporate cultures and business practices, such as those involving vendor promotions, and of geographically dispersed personnel and operations;

·

difficulties in the integration of departments, information technology systems, operating methods,  technologies, books, records, and procedures, as well as in maintaining uniform standards and controls, including internal accounting controls, procedures and policies; and

·

expenses of any undisclosed liabilities, such as those involving environmental or legal matters.

Successful integration of newly acquired operations will depend on our ability to manage those operations, fully assimilate the operations into our business, realize opportunities for revenue growth presented by strengthened product offerings and expanded geographic market coverage, maintain the customer base and eliminate redundant and excess costs.  We may not realize the anticipated benefits or savings from these new operations in the time frame anticipated, if at all, or such benefits and savings may include higher costs than anticipated.

Changes in commodity and other operating costs could adversely affect our results of operations.

Any increase in certain commodity prices, such as food, supply and energy costs, could adversely affect our operating results. Because we plan to provide competitively priced food in our stores, our ability to pass along commodity price increases to our customers is limited. Significant increases in gasoline prices could also result in a decrease of customer traffic at our stores or the imposition of fuel surcharges by our distributors, each of which could adversely affect our profit margins. Our operating expenses will also include employee wages and benefits and insurance costs (including workers' compensation, general liability, property and health) which may increase over time. Any such increase could adversely affect our profit margins.

Our operations are dependent upon sufficient energy and fuel.

Our operations will be dependent upon the availability of a significant amount of energy and fuel to manufacture, store and transport products. Energy and fuel costs have experienced volatility over time. Such volatility and the impact to our operations and financial results are difficult to predict with certainty.

Our success depends substantially on the value and perception of our brands.

Once we acquire grocery stores, our success will be dependent in large part upon our ability to maintain and enhance the value of our brands and our customers' connection to our brands. Brand value is based in part on consumer perceptions on a variety of subjective qualities, and even isolated business incidents can erode brand value and consumer trust, particularly if the incidents receive considerable publicity or result in litigation. For example, our brands could be damaged by claims or perceptions about the quality of our products regardless of whether such claims or perceptions are accurate. In the future, consumer demand for our products and our brand value could diminish significantly if any such incidents or other matters erode consumer confidence in us or our products, which would likely result in lower sales and, ultimately, profits.

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Unfavorable changes in government regulation would negatively affect our operating results.

Our stores will be subject to various federal, state, local and foreign laws, regulations and administrative practices that affect our business. We must comply with numerous provisions regulating health and sanitation standards, food labeling, energy, equal employment opportunity, minimum wages and licensing for the sale of food, drugs and alcoholic beverages. We cannot predict either the nature of future laws, regulations, interpretations or applications, or the effect either additional government regulations or administrative orders, when and if promulgated, or disparate federal, state, local and foreign regulatory schemes would have on our future business. They could, however, require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products not able to be reformulated, additional record keeping, expanded documentation of the properties of certain products, expanded or different labeling and/or scientific substantiation. Any or all of such requirements could have an adverse effect on our results of operations and financial condition.

We will face significant competition for customers and employees and competitive pressure to adapt to changes in conditions driving customer traffic. Our inability to compete effectively may affect our traffic, sales and profit margins, which could adversely affect our business, financial condition and results of operations.

The retail grocery industry is intensely competitive with a substantial number of operators that will compete directly and indirectly with us in respect to price, service, location and food quality, and there are other well-established competitors with significant financial and other resources. There is also active competition for management personnel. Consumer tastes, nutritional and dietary trends, traffic patterns and the type, number and location of competing stores often affect the retail grocery business, and our competitors may react more efficiently and effectively to those conditions. If we are unable to compete effectively in the future, our traffic, sales and margins could decline and our business, financial condition and results of operations would be adversely affected.

If our anticipated advertising and marketing programs are unsuccessful in driving increased customer traffic or are ineffective in comparison to those of our competitors, our results of operations could be adversely affected.

Once we acquire stores, we intend to conduct ongoing promotion-based brand awareness advertising campaigns and customer loyalty programs. If these programs are not successful or conflict with evolving customer preferences, we may not increase or maintain our customer traffic and will incur expenses without the benefit of higher revenues. In addition, if our competitors increase their spending on marketing and advertising programs, or develop more effective campaigns, this could have a negative effect on our brand relevance, customer traffic and results of operations.

The supermarket industry is affected by consumer preferences and perceptions. Changes in these preferences and perceptions may lessen the demand for our products, which would reduce sales and harm our business.

Supermarkets are affected by changes in consumer tastes and demographic trends. For instance, if prevailing health or dietary preferences cause consumers to avoid products we will offer in favor of foods that are perceived as more healthy, our business and operating results would be harmed.

We anticipate that we will have a limited number of suppliers for our major products and rely on only a few distribution companies. If our suppliers or distributors are unable to fulfill their obligations under their contracts or we are unable to develop or maintain relationships with these or new suppliers or distributors, if needed, we could encounter supply shortages and incur higher costs.

We will probably have a limited number of suppliers for our products. In addition, we may use only a small number of distribution companies. If our suppliers or distributors are unable to fulfill their obligations under their contracts, we could encounter supply shortages and incur higher costs. In addition, if we are unable to maintain competitive purchasing terms or ensure service availability with our suppliers and distributors, we may lose customers and experience an increase in costs in seeking alternative supplier services. The failure to develop and maintain supplier and distributor relationships and any resulting disruptions to the provision of food and other supplies to our store locations could adversely affect our operating results.

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Shortages or interruptions in the supply or delivery of fresh food products could adversely affect our operating results.

We will be dependent on frequent deliveries of fresh food products that meet our specifications. Shortages or interruptions in the supply of fresh food products caused by unanticipated demand, problems in production or distribution, inclement weather or other conditions could adversely affect the availability, quality and cost of ingredients, which would adversely affect our operating results.

Changes in governmental regulations may adversely affect our business operations.

We will be subject to numerous laws and regulations. These laws change regularly and are increasingly complex. For example, we will be subject to:

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The Americans with Disabilities Act in the U.S. and similar state laws that give civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas.

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The U.S. Fair Labor Standards Act, which governs matters such as minimum wages, overtime and other working conditions, family leave mandates and a variety of similar state laws that govern these and other employment law matters.

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Anti-bribery and corruption laws such as the Foreign Corrupt Practices Act and similar laws.

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New or changing laws and regulations relating to nutritional content, nutritional labeling, product safety and menu labeling.

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New or changing laws relating to state and local licensing.

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New or changing laws and regulations relating to health, sanitation, food, workplace safety and fire safety and prevention.

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New or changing laws and regulations relating to union organizing rights and activities.

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New or changing laws relating to information security, privacy, cashless payments and consumer credit, protection and fraud.

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New or changing environmental regulations.

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New or changing federal and state immigration laws and regulations in the U.S.

·

federal, state and local registration and regulation of pharmacies; applicable Medicare and Medicaid regulations; the Health Insurance Portability and Accountability Act, or HIPAA; the ACA; health and safety matters, including those governing exposure to, and the management and disposal of, hazardous substances; the Drug Enforcement Administration and federal and state laws governing the practice of the profession of pharmacy (to the extent our grocery stores offer pharmaceutical services).

New laws or changes in law could result in increased taxes, and compliance with new or existing laws and regulations could impact our operations. In addition, the compliance costs associated with these laws and regulations could be substantial, and any failure or alleged failure to comply with these laws or regulations could increase our exposure to litigation and governmental investigations or proceedings, which could increase our expenses and adversely affect our reputation and financial condition. Failure to comply with the laws and regulatory requirements of federal, state and local authorities could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability.

Changes in accounting standards may adversely affect the Company’s financial position

Accounting principles generally accepted in the United States of America (“accounting standards”) and interpretations by various governing bodies, including the SEC, for many aspects of the Company’s business, such as accounting for insurance and self-insurance, inventories, goodwill and intangible assets, store closures, leases, income taxes and stock-based compensation, are complex and involve subjective judgments. Changes in these rules or their interpretation may significantly change or add volatility to the Company’s reported earnings without a comparable underlying change in cash flow from operations. As a result, changes in accounting standards may materially impact the Company’s financial condition and results of operations.

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Weak economic conditions will negatively affect the Company’s financial condition.

All of the Company’s store locations will be located in the United States making its results highly dependent on U.S. consumer confidence and spending habits. The U.S. economy has experienced economic volatility in recent years due to uncertainties related to higher unemployment rates, energy costs, a decline in the housing market, and limited availability of credit, all of which have contributed to suppressed consumer confidence. Consumer spending has declined as consumers trade down to a less expensive mix of products and seek out discounters for grocery items. In addition, inflation continues to be unpredictable; food deflation could reduce sales growth and earnings, while food inflation, combined with reduced consumer spending, could reduce gross profit margins. In the future, if these consumer spending patterns continue or worsen, along with an ongoing soft economy, the Company’s financial condition and results of operations may be adversely affected.

Failure to protect the integrity and security of individually identifiable data of our customers and employees could expose us to litigation and damage our reputation.

We will receive and maintain certain personal information about our customers and employees. The use of this information by us will be regulated by applicable law, as well as by certain third-party contracts. If our security and information systems are compromised or our business associates fail to comply with these laws and regulations and this information is obtained by unauthorized persons or used inappropriately, it could adversely affect our reputation, as well as our restaurant operations and results of operations and financial condition. Additionally, we could be subject to litigation or the imposition of penalties. As privacy and information security laws and regulations change, we may incur additional costs to ensure we remain in compliance.

Our success will depend in part upon the efficient operation of our information technology systems

The efficient operation of our businesses will be dependent on computer hardware and software systems. Information systems are vulnerable to security breach by computer hackers and cyber terrorists. We will rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems However, these measures and technology may not adequately prevent security breaches. In addition, the unavailability of the information systems or failure of these systems to perform as anticipated for any reason could disrupt the Company’s business and could result in decreased performance and increased overhead costs, causing the Company’s business and results of operations to suffer.

Additionally, the Company’s businesses will involve the receipt and storage of personal information about the Company’s customers. Data theft, information espionage or other criminal activity directed at the grocery or drug store industry, the transportation industry, or computer or communications systems may adversely affect the Company’s businesses by causing the Company to implement costly security measures in recognition of actual or potential threats, by requiring the Company to expend significant time and resources developing, maintaining or upgrading technology systems and by causing the Company to incur significant costs to reimburse third parties for damages. If the Company experiences a data security breach, it could be exposed to governmental enforcement actions and private litigation. The Company may also lose credibility with its customers, resulting in lost future sales.

Our profit margins will be narrow.

Profit margins in the grocery retail industry are narrow. In order to increase or maintain our profit margins, we will develop strategies to increase revenues, reduce costs and increase gross margins, such as new marketing programs, new advertising campaigns, productivity improvements, shrink reduction, distribution center efficiencies, energy efficiency programs and other similar strategies. Our failure to achieve forecasted cost reductions, revenue growth or gross margin improvement across the Company might have a material adverse effect on our business. Changes in our product mix also may negatively affect certain financial measures.

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Failure to open and remodel stores will negatively affect our profit levels

Failure to open and remodel stores as planned could have a material adverse effect on our results. If, as a result of labor relations issues, supply issues or environmental and real estate delays, or other reasons, these capital projects do not stay within the time and financial budgets we have forecasted, our future financial performance could be materially adversely affected. Furthermore, we cannot ensure that the new or remodeled stores will achieve anticipated same-store sales or profit levels.

We depend on our executive officers and the loss of these individuals could adversely affect our business.

Our Company is dependent on Shawn P. Clark, our President, Chief Executive Officer and Director, and Tysen J. Kamin, our Vice President, Chief Operating Officer and Director.  The loss of either Mr. Clark’s or Mr. Kamin’s services would significantly and adversely affect our business. We have no life insurance on the lives of either Mr. Clark or Mr. Kamin.

Because our directors have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Our president, Shawn P. Clark, spends approximately 20% of his business time providing his services to us, and our vice-president, Tysen J. Kamin spends approximately 20% of his business time providing his services to us. While Mr. Clark and Mr. Kamin presently possess adequate time to attend to our interests, it is possible that the demands on them from other obligations could increase with the result that they would no longer be able to devote sufficient time to the management of our business.

We will need to raise additional capital in the future to fund our operations, which financing may not be available to us on favorable terms or at all.

We will need to raise significant additional capital in the future to fund startup operations and expansion. We may desire to seek additional financing at times when we believe the terms are favorable and advantageous to our growth strategy. We would endeavor to raise funds through various financing sources, including the sale of our equity and/or debt securities, the procurement of commercial debt financing or private loans. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to expand or continue our business as desired and operating results may be adversely affected. Any debt financing will increase expenses and must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the following results can occur:

·

the percentage ownership of our existing stockholders will be reduced;

·

our stockholders may experience additional dilution in net book value per share; and/or

·

the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.

The terms of securities we issue in the future could also impose restrictions on our operations. If adequate funds are not available or are not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our products and services or otherwise respond to competitive pressures would be significantly limited.

The costs to meet our reporting and other requirements as a public company subject to the Exchange Act will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations .

Upon becoming subject to the reporting requirements of the Exchange Act, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements, if applicable. We estimate that these costs will range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower.  These obligations will reduce our ability and resources to fund other aspects of our business and may prevent us from meeting our normal business obligations.

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Risks Associated with Our Common Stock

The Offering Price of the Shares is arbitrary.

The Offering Price of the Shares has been determined arbitrarily by the Company and bears no relationship to the Company’s assets, book value, potential earnings or any other recognized criteria of value.

The offering price of the Shares was determined based upon the price sold in our offering and should not be used as an indicator of the future market price of the securities. Therefore, the offering price bears no relationship to the actual value of the Company and may make our shares difficult to sell.

Since our shares are not listed or quoted on any exchange or quotation system, the offering price for the shares of common stock was determined by the price shares were sold to our shareholders in a private placement memorandum and is a fixed price at which the selling security holders may sell their shares until an active trading market develops for our common stock, at which time the shares may be sold at prevailing market prices or privately negotiated prices. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

We may, in the future, issue additional common shares, which would reduce investors' percentage ownership and may dilute our share value.

Our Certificate of Incorporation authorizes the issuance of 100,000,000 shares of common stock, $0.0001 par value, of which 14,702,250 shares are issued and outstanding and 25,000,000 shares of preferred stock, $0.0001 par value, of which zero shares are issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

Certain Company actions and the interests of stockholders may differ.

The voting control of the Company could discourage others from initiating a potential merger, takeover or another change-of-control transaction that could be beneficial to stockholders.  As a result, the value of stock could be harmed.  Purchasers should be aware that as of the date of the offering five (5) stockholders own an aggregate of 96% of the Company’s issued and outstanding common stock.

The Company may be subject to rights of preferred stockholders.

The Company has authorized 25,000,000 shares of blank check preferred stock none of which is currently outstanding. Upon issuance of any preferred stock in the future, the rights attached to the preferred shares could affect the Company’s ability to operate, which could force the Company to seek other financing.  Such financing may not be available on commercially reasonable terms or at all and could cause substantial dilution to existing stockholders.

Currently, there is no public market for our securities, and we cannot assure you that any public market will ever develop.

Currently, there is no public market for our stock and our stock may never be traded on any exchange or over-the-counter bulletin board, or quotation system, or, if traded, a public market may not materialize. Even if we are successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their stock.

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Our common stock is unlikely to be followed by any market analysts, and there may be few or no institutions acting as market makers for the common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company, and general economic and market conditions.  No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

Our common stock price may fluctuate substantially, and a shareholder's investment could decline in value.

The market price of our common stock may fluctuate substantially due to many factors, including:

·

actual or anticipated fluctuations in our results of operations;

·

announcements of significant acquisitions or other agreements by us or by our competitors;

·

our sale of common stock or other securities in the future;

·

trading volume of our common stock;

·

conditions and trends in the retail grocery industry;

·

changes in the estimation of the future size and growth of our markets; and

·

general economic conditions, including, without limitation, changes in the cost of fuel.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to companies' operating performance. Broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, shareholder derivative lawsuits and/or securities class action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management's attention and resources.

Our common stock may be subject to “penny stock” rules which may be detrimental to investors.

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market.  The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.  As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.

There are significant consequences to the ownership of securities of a shell company.

We are defined as a shell company because we have no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As a result of the Company’s shell company status, we are ineligible to file a registration of securities using Form S-8. Also, Rule 144 is unavailable for transfers of our securities until we have ceased to be a shell company, are subject to the reporting requirements of the Exchange Act; we have filed Exchange Reports for 12 months and a minimum of one year has elapsed since the filing of Form 10 information on Form 8-K changing our status from a shell company to a non-shell company.

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  Five (5) shareholders own an aggregate of 96% of our outstanding common stock, which significantly limits other shareholders’ ability to influence the outcome of any shareholder vote.

Five of our shareholders beneficially own an aggregate of approximately 96% of our outstanding common stock as of the date of this Prospectus. Under our Certificate of Incorporation and the laws of the State of Delaware, the vote of a majority of the shares voting at a meeting at which a quorum is present is generally required to approve most shareholder actions. Accordingly, such majority shareholders will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and a change in control. The interests of our majority shareholders may differ from the interests of our other shareholders and thus result in corporate decisions that are disadvantageous to our other shareholders.

We have never paid a dividend on our common stock and we do not anticipate paying any in the foreseeable future.

We have not paid a cash dividend on our common stock to date, and we do not intend to pay cash dividends in the foreseeable future. Our ability to pay dividends will depend on our ability to successfully acquire grocery stores and generate revenue from operations. Notwithstanding, we will likely elect to retain earnings, if any, to finance our growth. Future dividends may also be limited by bank loan agreements or other financing instruments that we may enter into in the future. The declaration and payment of dividends will be at the discretion of our Board of Directors.

We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters .

Recent US legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors’ independence, audit committee oversight and the adoption of a code of ethics. We have not yet adopted any of these corporate governance measures and, since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.  

The U.S. retail grocery market includes a variety of distribution channels, from small grocery shops and convenience stores to supermarkets, specialty and natural food stores, warehouse stores and supercenters. According to Willard Bishop's June 2012 publication, The Future of Food Retailing , the U.S. retail market for groceries and consumables was approximately $1.07 trillion in 2011. We will operate in the supermarket channel, which accounted for nearly 47% of the retail grocery market in 2011. The Food Marketing Institute reports in its Supermarket Facts that total supermarket sales reached over $584 billion in 2011.

In The Future of Food Retailing, traditional supermarkets are defined as those offering a full line of groceries, meat and produce, with at least $2 million in annual sales, and no more than 15% of sales in general merchandise or health and beauty care. According to Willard Bishop's June 2012 publication, The Future of Food Retailing , the average traditional supermarket in the U.S. is approximately 52,500 square feet in size, carries 45,600 stock-keeping units (“SKUs”) and generates $15 million in revenue each year. They typically carry anywhere from 15,000 to 60,000 SKUs, and may have a deli, bakery or pharmacy. In 2011, according to The Future of Food Retailing, there were 26,345 traditional supermarkets in the U.S. Traditional supermarkets have struggled to recover from the recession and continue to lose market share as consumers search for lower prices in the interest of reducing spending, or shift shopping trips to limited-assortment stores (which offer a limited number of SKUs), supercenters, and wholesale clubs. It is projected in The Future of Food Retailing that traditional supermarket sales will contract at an annual rate of 1.4% through 2016, and market share will have dropped to 37.4% in 2016, from 40.1% in 2011. However, in 2011 traditional supermarkets saw a sales increase of 4.4%, with a 1% decrease in the number of stores, according to The Future of Food Retailing , and average weekly sales in 2011 were $298,199.

The U.S. grocery industry, which is not immune to general economic downturns, has historically been characterized by low profit margins. According to the 2011 Food Marketing Institute study, The Food Retailing Industry Speaks , the net earnings before taxes for the grocery industry in 2010 was 1.57% in 2010, essentially unchanged from the 1.62% posted in 2009 and down substantially from the 2.6% margin posted in 2003. The U.S. grocery industry is also susceptible to food inflation. It is predicted in The Future of Food Retailing that food inflation will average 3.2% between 2011 and 2016 and traditional supermarkets will not keep pace, with their annual sales growth rate at -1.4%.

Some of the current trends in the grocery industry include:

Emphasis on Value - According to the Food Marketing Institute’s report Grocery Shopper Trends 2012 , consumers reported that what matters most to them when choosing a primary store, aside from convenience, are lower prices in general and lower prices on specific items. With the economic downturn, consumers appear to be are adopting value-seeking habits.  

Increasing Focus on the Customer Shopping Experience - Supermarkets are focused on enhancing the consumer's shopping experience as a point of differentiation and being more responsive to consumer preferences through their consumer interactions and product offerings. According to the Food Marketing Institute, in 2011 93% of grocery stores offered prepared foods, 88% had floral departments, 81% carried ethnic foods and 80% carried natural and organic foods.

Growing Importance of Prepared Foods - Prepared meal solutions have become an increasingly important offering by food retailers as consumers have reduced their spending on meals away from home in response to recent economic pressures. According to the Food Marketing Institute, more than 93.4% of supermarkets include fresh prepared meals for takeout in their product offerings.

Increasing Private Label Offerings - Consumers have continued to turn to private label products as part of their focus on value. Supermarkets are increasingly developing and promoting private label brands to distinguish themselves from their competitors and promote customer loyalty, as well as to enhance margins. According to the Food Marketing Institute, private brand sales increased from 14.3% of total grocery sales in 2009 to 16.1% in 2011.

Focus on Perishables - A growing consumer focus on healthy eating has prompted food retailers to provide an enhanced offering of fresh foods and natural and organic products. Increased demand for perishables has led to additional supply, improving the distribution and selection of these products.

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Emphasis on Convenience - Over the last decade, convenience of store location and format has emerged as one of the central drivers of consumer shopping decisions. Contributing to this effect, high fuel prices have encouraged consumers to seek shopping locations in close proximity to their homes over long trips to more remote retailers. Other industry trends, such as increasing demand for prepared and perishable foods, reward convenient store locations with high frequency shopping patterns.

Increased use of Technology - Consumers are increasingly using technology as part of their shopping experience. According to Grocery Shopper Trends 2012 , 52% of consumers use technology in grocery shopping, including online coupons, mobile technology to keep lists and find recipes, and checking prices at various stores online. Much of consumers’ technology use is related to discovering the best value.

Forward Looking Statements

This Prospectus contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Company will also provide forward-looking statements in other materials which are released to the public, as well as oral forward-looking statements . Forward-looking statements contain information about our future operating or financial performance. Forward-looking statements are based on our current expectations and involve risks and uncertainties, which may be beyond our control, as well as assumptions. If assumptions prove to be incorrect or if known or unknown risks and uncertainties materialize into actual events or circumstances, actual results could differ materially from those included in or contemplated or implied by these statements. Forward-looking statements do not strictly relate to historic or current facts. Forward-looking statements are indicated by words or phrases such as “will,” “plans,” “future,” “continuing,” “ongoing,” “expects,” “estimates,” “anticipates,” “believes,” “guidance” and similar words or phrases and the negative of such words or phrases.

This Prospectus includes forward-looking statements relating to, among other things: changes to the total closed store reserve; uses of cash; ability to borrow under commercial paper program and/or bank credit facilities; sufficiency of liquidity; repayment of borrowings and debt reduction; interest expense; indemnification obligations; dividend payments on common stock; cash capital expenditures; outcomes of legal proceedings; the effect of new accounting standards; compliance with laws and regulations; pension plan expense and contributions; obligations and contributions under benefit plans; the rate of return on pension assets; amounts to be recognized as a component of net periodic benefit cost; results of shrink programs; unrecognized tax benefits; amount of indebtedness; unrecognized compensation cost; repurchases of common stock. The following are among the principal factors that could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements:

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General business and economic conditions in our operating regions, including the rate of inflation or deflation, consumer spending levels, currency valuations, population, employment and job growth and/or losses in our markets;

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Sales volume levels and price per item trends;

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Pricing pressures and competitive factors, which could include pricing strategies, store openings, remodels or acquisitions by our competitors;

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Results of our programs to control or reduce costs, improve buying practices and control shrink;

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Results of our programs to increase sales;

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Results of our continuing efforts to expand corporate brands;

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Results of our programs to improve our perishables departments;

·

Results of our promotional programs;

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·

Results of our capital program;

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Results of our efforts to improve working capital;

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Results of any ongoing litigation in which we are involved or any litigation in which we may become involved;

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The resolution of uncertain tax positions;

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The ability to achieve satisfactory operating results in all geographic areas where we operate;

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Changes in the financial performance of our equity investments;

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Labor costs, including benefit plan costs and severance payments, or labor disputes that may arise from time to time and work stoppages that could occur in areas where certain collective bargaining agreements have expired or are on indefinite extensions or are scheduled to expire in the near future;

·

Failure to fully realize or delay in realizing growth prospects for existing or new business ventures,

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Legislative, regulatory, tax, accounting or judicial developments,

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The cost and stability of fuel, energy and other power sources;

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The impact of the cost of fuel on gross margin and identical-store sales;

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Loss of a key member of senior management;

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Discount rates used in actuarial calculations for pension obligations and self-insurance reserves;

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The rate of return on our pension assets;

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The availability and terms of financing, including interest rates;

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Adverse developments with regard to food and drug safety and quality issues or concerns that may arise;

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Data security or other information technology issues that may arise;

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Unanticipated events or changes in real estate matters, including acquisitions, dispositions and impairments;

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Adverse weather conditions and effects from natural disasters;

·

Performance in new business ventures or other opportunities that we pursue; and

·

The capital investment in and financial results from our stores.

We undertake no obligation to update forward-looking statements to reflect new information, events or developments after the date hereof. For additional information regarding these risks and uncertainties, see “Risk Factors.” These are not intended to be a discussion of all potential risks or uncertainties, as it is not possible to predict or identify all risk factors.

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Potential investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that, should conditions change or should any one or more of the risks or uncertainties materialize or should any of the underlying assumptions of the Company prove incorrect, actual results may differ materially from those projected in the forward-looking statements as a result of various factors, some of which are unknown.   

Description of Business

The Company

We were incorporated on May 13, 2010 in the State of Delaware. We have no subsidiaries.  The Company has not been the subject of any bankruptcy, receivership or similar proceedings or any reclassification, merger or consolidation proceedings.  

Our independent auditors have indicated, in their report on our December 31, 2012 and 2011 financial statements, that there is substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation. The going concern consideration is based on the Company’s absence of revenues to date.

Our principal offices are located at 216 S. Jefferson Street, Suite LL1, Chicago, Illinois 60661. Our telephone number is (312) 397-9300, Extension 204.

The original purpose of the Company was to acquire a portfolio of heavily discounted real estate properties in the Chicago metropolitan area. The Company abandoned its original business plan because of the absence of a sufficient number of suitable properties available for purchase at prices which would allow the business plan to succeed considering the state of the real estate market, challenges related to decreased consumer confidence and the weakened economic conditions in general. The Company has changed its focus and now plans to acquire grocery stores in non-urban markets not directly served by large national supermarket chains, wholesale clubs or supercenters.

The Company is a development stage company and is subject to the risks associated with development stage companies. As of the date of this report, the Company has not yet acquired any grocery stores or commenced operations. The Company's primary activities since incorporation have been organizational in nature and related to the Company’s formation and registration statement and development of its business plan. The Company has not generated any revenues from these activities and, accordingly, it is in the development stage.

We have no current plans, proposals or arrangements, written or otherwise, to seek a business combination with another entity in the foreseeable future.

Business Strategy

The Company plans to acquire small- and medium-sized grocery stores that are the dominant presence in their non-urban markets. By acquiring stores that are situated in less competitive locales that are not directly served by large national supermarket chains, wholesale clubs and supercenters, the Company anticipates that it will be able to achieve financial returns that meet or exceed industry norms.

The implementation of our business plan is subject to obtaining funding to hire personnel and begin acquiring grocery stores. We may obtain funding through a public or private offering of securities, commercial financing, loans from officers or directors or a combination of these means. We have not yet made plans to conduct a securities offering, obtain commercial financing or a private loan. We will not be able to begin implementing our business plan until we have secured financing to begin operations.

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The Company plans to acquire grocery stores that are approximately 15,000 to 20,000 square feet in size and generating $5 to $8 million in revenue each year. Ideally, the acquisitions will be clustered regionally, which will allow the Company to centralize certain operational functions, including purchasing and marketing. The centralization of these functions should provide the consolidated stores with the critical mass and leverage to demand enhanced service and financial concessions from its distributors and marketing vendors. The representative store will have had a long-standing presence in its community and a history of stable financial performance. Many of these stores will have been family owned and operated. The Company expects to acquire most of its grocery stores from owners looking for an exit strategy. The Company believes that there is not a robust market for the sale of such properties and that it can acquire such grocery stores for little more than the value of their equipment and inventory. When appropriate, the Company would retain and promote the second tier managers.

The Company will seek to drive additional customer traffic to its acquired grocery stores and expand their operating margins through the introduction of new products and services to those stores that lack them, including:

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Pharmaceutical services

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Floral departments

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Gasoline and other automotive products

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Prepared foods

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Lottery service, where appropriate

·

Alcoholic beverages (beer, wine and spirits), where appropriate

The Company ’ s ability to add pharmacies and floral departments will be dependent upon its ability to hire qualified personnel and comply with applicable laws and regulations. Local regulations may  restrict its ability to sell gasoline and other automotive products.   

Proposed Products to be Sold at Grocery Stores

The Company’s stores will sell non-perishable, perishable and non-food products. Most of the products are expected to be nationally and regionally advertised brands. Perishable product sales also typically generate higher gross margins than non-perishable products. The products will likely include the following categories:

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Grocery, frozen and dairy

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Produce

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Meat and seafood

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Bakery

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Deli, cheese and prepared foods

·

Floral

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Beer, wine and spirits

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Health and beauty care

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 budget for the twelve months following the effectiveness of our Registration Statement is based on minimum operations, which will be  funded by a public or private offering of securities, commercial financing, loans from officers or directors or a combination of these means. We have not yet made plans to conduct a securities offering, obtain commercial financing or a private loan. We will not be able to begin implementing our business plan until we have secured financing to begin operations. If we begin to generate profits, we will increase our marketing and sales activity accordingly. The costs associated with operating as a public Company are included in our budget. Management will be responsible for the preparation of the required documents to keep the costs to a minimum. Subject to securing financing to commence operations, we plan to complete our milestones as follows:

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0 to 3 Months

The management of the Company will initially focus its efforts on recruiting an experienced executive with experience in the acquisition and management of grocery stores. The ideal candidate will be willing to work for a compensation package heavily weighted with incentives based on individual performance and the performance of the Company as a whole. The Company will target stores owned by individuals looking for an exit strategy. The Company will initially focus its acquisition efforts on acquiring stores in the Chicago metropolitan area. The stores may be stand-alone units or part of a chain.

The Company will seek to retain these former owners as manager for the stores. The Company’s acquisitions will be made with a combination of deferred payment, debt and equity. At this time it is impossible to predict with any degree of certainty the costs of any such acquisitions. Such acquisition costs will be dependent upon many factors which are currently unknown including, without limitation, the size of the store to be acquired, its historical financial financial results and whether the store is a stand-alone store or part of a grocery chain.

The legal and accounting work for the acquisitions will be performed by various officers and directors of the Company, who have agreed to defer any compensation due to them until the Company is cash flow positive.

The Company plans to purchase a computer, a printer and some accounting software for $2,000 During the first three months of operations, the Company has budgeted expenditures for legal fees, salaries and outside contractors in the amounts of $500, $6,000 and $2,000, respectively.

4 to 6 Months

The Company expects to complete its initial acquisition during this period which is anticipated to begin to generate revenue. The Company will expand the geographic scope of its acquisition efforts to include Northern Illinois and Southern Wisconsin. The Company will begin to assemble a network of “finders” to search for potential acquisitions. The compensation of the finders will be tied to their ability to identify and close on desirable acquisitions and the post-acquisition performance of those acquisitions.

The Company has budgeted expenditures for legal fees, salaries and outside contractors in the amounts of $500, $6,000 and $2,000, respectively, during the period.

7 to 9 Months

The Company expects to complete two to three acquisitions during this period. The Company will expand the geographic scope of its acquisition efforts to include all of Illinois and Northwest Indiana. The Company will begin to consolidate the purchasing activities of its stores in an effort to leverage their composite buying power.

The Company has budgeted expenditures for legal fees, salaries and outside contractors in the amounts of $500, $6,000 and $2,000, respectively, to support its operations during this period.

10 to 12 Months

The Company expects to complete a minimum of three acquisitions during this period. It will continue to consolidate its purchasing activities and begin to introduce coordinated marketing promotions across its platform of stores. The Company has budgeted expenditures for legal fees, salaries and outside contractors in the amounts of $500, $6,000 and $2,000, respectively, during this period.

The Company’s planned milestones are based on quarters following the effectiveness of the Company’s registration statement. Any line item amounts not expended completely will be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations.

All milestones are subject to securing financing to commence operations. The Company will not commence operations until sufficient funding is secured to achieve the milestones. If the Company initiates operations and thereafter has insufficient funds to continue, it will postpone further operations until funds are available to continue.

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Pricing

The Company’s overall pricing philosophy will be to price its products at a fair value while projecting a competitive pricing image to customers.

Compliance with Governmental Regulation

The Company’s operations will be subject to regulation by a variety of governmental agencies, including the U.S. Food and Drug Administration, local departments governing alcoholic beverage sales, and state and local health departments. The Company will work to ensure that its operations comply in all material respects with federal, state and local health, environmental and other laws and regulations. To the extent that pharmaceutical services are included in any grocery stores we acquire, our business will be subject to additional federal, state and local government laws and regulations application to the registration and regulation of pharmacies; applicable Medicare and Medicaid regulations; the Health Insurance Portability and Accountability Act, or HIPAA; the Patient Protection and Affordable Care Act (the ACA); regulations of the U.S. Food and Drug Administration, the U.S. Federal Trade Commission, the Drug Enforcement Administration, and the Consumer Product Safety Commission.

Use of Proceeds

The selling stockholders are selling shares of common stock covered by this Prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

Dilution

The common stock to be sold by the selling shareholders in this Offering is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

Selling Shareholders

The selling shareholders named in this Prospectus are offering all of the 590,000 shares of common stock offered through this Prospectus. These shares were acquired from us in a private placement that was exempt from registration under Regulation D of the Securities Act. The private placement was completed on October 12, 2010.

The selling shareholders may from time to time offer and sell any or all of their shares that are registered under this Prospectus. All expenses incurred with respect to the registration of the common stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by the selling shareholders in connection with the sale of such shares.

The following table sets forth information with respect to the maximum number of shares of common stock beneficially owned by the selling shareholders named below and as adjusted to give effect to the sale of the shares offered hereby . The second column lists the number of shares of common stock beneficially owned by each selling shareholder as of the date of this Prospectus. The third column lists the shares of common stock covered by this Prospectus that may be disposed of by each of the selling shareholders. The fourth column lists the number of shares that will be beneficially owned by the selling shareholders assuming all of the shares covered by this Prospectus are sold.

The shares beneficially owned have been determined in accordance with rules promulgated by the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. The information in the table below is current as of the date of this Prospectus. All information contained in the table below is based upon information provided to us by the selling shareholders and we have not independently verified this information. The selling shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which it provided the information regarding the shares beneficially owned, all or a portion of the shares beneficially owned in transactions exempt from the registration requirements of the Securities Act. The selling shareholders may from time to time offer and sell pursuant to this Prospectus any or all of the common stock being registered. The selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this Prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

Except as may be indicated below, no selling stockholder is the beneficial owner of any additional shares of common stock or other equity securities issued by us or any securities convertible into, or exercisable or exchangeable for, our equity securities. No selling stockholder is a registered broker-dealer or an affiliate of a broker-dealer. In addition, the selling stockholders purchased the stock from us in the ordinary course of business. At the time of the purchase of the stock to be resold, none of the selling shareholders had any agreements or understandings with us, directly or indirectly, with any person to distribute the stock.

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(1)

Assumes that the selling shareholder disposes of all of the shares of common stock covered by this Prospectus and does not acquire any additional shares;

(2)

The percentages are based on shares of common stock outstanding on the date of this Prospectus

(3)

Mr. Heyn is the brother-in-law of Shawn Clark, an officer and director of the Company.

(4)

Ms. Heyn is the sister-in-law of Shawn Clark, an officer and director of the Company.

(5)

Ms. Kamin is the mother of Tysen Kamin, an officer and director of the Company.

(6)

Mr. Kamin is the father of Tysen Kamin, an officer and director of the Company.

(7)

Ms. Kamin is the sister of Tysen Kamin, an officer and director of the Company.

(8)

Ms. Lundberg is the aunt of Tysen Kamin, an officer and director of the Company.

(9)

Mr. Lundberg is the uncle of Tysen Kamin, an officer and director of the Company.

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(10)

Ms. Womack is the mother-in-law of Shawn Clark, an officer and director of the Company.

(11)

Mr. Womack is the father-in-law of Shawn Clark, an officer and director of the Company.

Each of the above shareholders beneficially owns and has sole voting and investment over all shares or rights to the shares registered in the shareholder’s name.

To our knowledge, other than as specified above, none of the selling shareholders:

·

has had a material relationship with us other than as a shareholder at any time within the past three years;

·

has ever been one of our officers or directors; or

·

is a broker-dealer or affiliate of a broker dealer.

Plan of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions.

The selling security holders may sell some or all of their shares at a fixed price of $0.10 per share until our shares are traded in a public market and thereafter at prevailing market prices or privately negotiated prices. The offering price was determined by the price shares were sold to our shareholders in a private placement memorandum. Prior to being quoted on the Over-the-Counter Bulletin Board or another market, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not quoted for trading on any electronic exchange or listed on a public exchange, There is no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.  In the absence of a trading market or an active trading market, investors may be unable to liquidate their investment or make any profit from the investment.  However, sales by selling security holder must be made at the fixed price of $0.10 until a market develops for the stock.

Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

·

ordinary brokers transactions, which may include long or short sales,

·

transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,

·

through direct sales to purchasers or sales effected through agents,

·

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

·

any combination of the foregoing.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this Prospectus.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares.

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We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this Prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $30,000. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the applicable requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be underwriters, they must comply with applicable law.  The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agents or acquire the common stock as principals. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders or from such purchaser if they act as agent for the purchaser of such common stock. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker’s or dealer’s commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

We have informed them that they may not, among other things:

1.

engage in any stabilization activities in connection with the shares;

2.

effect any sale or distribution of the shares until after the Prospectus shall have been appropriately amended or supplemented, if required, to describe the terms of the sale or distribution; and

3.

bid for or purchase any of the shares or rights to acquire the shares or attempt to induce any person to purchase any of the shares or rights to acquire the shares, other than as permitted under the Exchange Act.

Description of Securities

The following statements are qualified in their entirety by reference to the detailed provisions of our Certificate of Incorporation and By-Laws which are exhibits to the registration statement of which this Prospectus is a part. The Shares offered under this Prospectus are shares of common stock, all of the same class and entitled to the same rights and privileges as all other shares of common stock.

Capital Stock

The total authorized capital stock of the Company is 125,000,000 shares, consisting of 100,000,000 shares of common stock with a par value of $0.0001 per share, and 25,000,000 shares of preferred stock with a par value of $0.0001 per share. As of the date of this Prospectus, there are 14,702,250 shares of common stock issued outstanding, and no shares of preferred stock are outstanding.

As of the date of this Prospectus, there are 40 holders of record of the Company’s common stock.

The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.

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All shares of common stock now outstanding are fully paid and non-assessable. We refer you to our Certificate of Incorporation, Bylaws and the applicable statutes of the State of Delaware for a more complete description of the rights and liabilities of holders of our securities.  All material terms of our common stock have been addressed in this section.

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

Options and Warrants

There are no outstanding options or warrants or other securities that are convertible into our common stock.

Interests of Named Experts and Counsel

No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Shares was employed on a contingency basis, or had, or is to receive, in connection with the Offering, a substantial interest, direct or indirect, in the Company, nor was any such person connected with the Company as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

The Law Office of Synergy Law Group, LLC, 730 West Randolph Street, Suite 600, Chicago, IL 60661 has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering.

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The financial statements of the Company as of December 31, 2012 and 2011 and for the period of May 13, 2010 (inception) through December 31, 2012 included herewith have been audited by LBB & Associates Ltd. LLP, an independent registered public accounting firm located at 10260 Westheimer Road, Suite 310, Houston, TX 77042 have been so included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Reports to Securities Holders

We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a smaller reporting company under the Securities Exchange Act. We will become subject to disclosure filing requirements once our S-1 registration statement becomes effective, including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Description of Property

The Company’s business offices are located at 216 South Jefferson Street, Suite LL1, Chicago, Illinois 60661. On October 1, 2010, the Company entered into a lease for $5,000 per month with Bella Group Investments, an entity affiliated by common ownership with certain of the Company’s shareholders. The lease was not extended when it expired on August 31, 2011. The office space is currently being provided to the Company rent free by Bella Investment Group, an entity affiliated with our CEO. We expect to enter into a lease for office space as needed as the Company develops from a startup business into an operating entity.

Shell Company Status

Rule 405 of the Securities Act defines the term “shell company” as a registrant, other than an asset-backed issuer, that has:

(1)  No or nominal operations; and

(2)  Either:

(i)    No or nominal assets;

(ii)   Assets consisting solely of cash and cash equivalents; or

(iii)  Assets consisting of any amount of cash and cash equivalents and nominal other assets.

For purposes of this definition, the determination of a registrant’s assets (including cash and cash equivalents) is based solely on the amount of assets that would be reflected on the registrant’s balance sheet prepared in accordance with generally accepted accounting principles on the date of that determination.  The Company has no or nominal operations and has assets consisting solely of cash and cash equivalents and is, therefore, a shell company as defined under Rule 405.

The Company’s shell company status results in the following consequences:

·

The Company is ineligible to file a registration of securities using Form S-8; and

·

Rule 144 is unavailable for transfers of our securities until we have ceased to be a shell company, are subject to the reporting requirements of the Exchange Act; we have filed Exchange Reports for 12 months and a minimum of one year has elapsed since the filing of Form 10 information on Form 8-K changing our status from a shell company to a non-shell company.

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Legal Proceedings

There are no pending, nor to our knowledge threatened, legal proceedings to which the Company or any of its property is subject. From time to time, however, the Company may be subject to claims and lawsuits arising in the normal course of business.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

There is presently no public market for our common stock and there has never been a market for our common stock. Upon the effectiveness of the registration statement, we intend to identify a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the Over-the-Counter Bulletin Board (“OTCBB”). In order to have our common stock quoted for trading on the OTCBB, we will have to satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker that is willing to participate in this application process, and even if we identify a market maker, we cannot assure you that we will meet the requisite criteria or that our application will be accepted. Our common stock may never be quoted on the OTCBB, or, even if quoted, a public market may not materialize.

Sales under Rule 144 are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about an issuer. In order to effect a Rule 144 sale of common stock, the transfer agent requires an opinion from legal counsel.  Further, the six-month holding period is applicable only to issuers who have been subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act for at least 90 days .

As of the date of this Prospectus, no shares of our common stock are available for sale under Rule 144.

Restrictions on the Use of Rule 144 by Former Shell Companies

Rule 144 is not available for the resale of securities issued by any issuer that is or has been at any time previously a shell company unless the following conditions have been met:

·

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

·

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

·

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

·

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

Shareholders of Our Common Stock

As of the date of this Prospectus, we have 40 shareholders of record.

Stock Options and Warrants

To date, we have not granted any stock options, warrants or any other securities convertible into shares of our common stock, and we have no shares reserved for issuance under any stock option plan.

Dividends

There are no restrictions in our Certificate of Incorporation or By-Laws that prevent us from declaring dividends. Our By-Laws permit the Board of Directors to establish various reserves before the payment of any dividend.  The Delaware General Corporation Law provides that a corporation may pay dividends out of its surplus or, if none, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Declaration and payment of dividends is prohibited during any period in which the capital of the corporation is less than the amount represented by issued and outstanding stock of all classes having a preference upon the distribution of assets. We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Prospectus. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily occur.   This discussion includes forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” and elsewhere in this Prospectus, our actual results may differ materially from those anticipated in these forward-looking statements.   

30

Overview

The Company intends to acquire small and medium sized grocery stores that are the dominant presence in their non-urban markets. By acquiring stores that are situated in less competitive locales that are not directly served by large national supermarket chains, wholesale clubs and supercenters, the Company believes that it can achieve financial returns that meet or exceed industry norms. The acquisitions will be clustered regionally, which will allow the Company to centralize certain operational functions, including purchasing and marketing. The centralization of these functions should provide the consolidated stores with the critical mass and leverage to demand enhanced service and financial concessions from its distributors and marketing vendors.

We have not yet acquired any grocery stores under our business plan and have not begun operations.

Overall Outlook

Our main business emphasis will be on revenues from sales generated in our stores. Due to a number of factors affecting consumers, including among others the increasing Federal deficit, volatility in the stock market, the European debt crisis and high unemployment levels, all of which have resulted in reduced levels of consumer spending, the outlook for the supermarket industry remains highly unpredictable. Because of these uncertain conditions, we will need to focus on managing our operating margins. Our present objective is to manage our cost and expense structure to address the expected depressed business volumes and generate strong and stable cash flow. We will continually work to position our Company for greater success by strengthening our existing operations and growing through capital investment and other strategic initiatives.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long-term compensation earned during the two most recent fiscal years by the Company’s principal executive officer, each of our two most highly compensated executive officers who were serving as executive officers as of the date of this Prospectus.

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On May 13, 2010, the Company issued 4,233,675 shares of Company common stock to each of Mr. Clark and 5,644,900 shares of Company common stock to Mr. Kamin for services rendered in connection with the organization of the company. Other than the issuance of said shares, we have not compensated and have no arrangements to compensate our officers and directors for their services to us as officers and directors. There are no employment agreements or consulting agreements with our current directors and executive officers except as provided herein. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any bonus or profit sharing plans pursuant to which cash or non-cash compensation has been paid to our directors or executive officers. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Key Link Assets Corp. 2010 Incentive Compensation Plan

On May 13, 2010, our board of directors and holders of a majority of our outstanding shares of common stock adopted and approved the Key Link Assets Corp. 2010 Incentive Compensation Plan (“Incentive Compensation Plan”). The purpose of our Incentive Compensation Plan is to provide stock options, stock issuances and other equity interests to employees, officers, directors, consultants, independent contractors, advisors and other persons who have made or are expected to make contributions to our company.  

Administration.   Our Incentive Compensation Plan is to be administered by our Compensation Committee, provided, however, that except as otherwise expressly provided in the plan, the committee may delegate some or all of its power or authority to our President, Chief Executive Officer or other executive officer. Subject to the terms of our plan, the committee is authorized to construe and determine the stock option agreements, other agreements, awards and the plan, prescribe, amend and rescind rules and regulations relating to the plan and awards, determine acceleration of vesting schedules or award payments and forfeitures, determine terms and provisions of stock options agreements (which need not be identical), grant awards for performance goals and option awards and stock appreciation rights based upon a vesting schedule  and correct defects, supply omissions or reconcile inconsistencies in the plan or any award thereunder, and make all other determinations as the committee may deem necessary or desirable for the administration and interpretation of our plan.

Eligibility.  The persons eligible to receive awards under our Incentive Compensation Plan are the employees, officers, directors, consultants, independent contractors and advisors of our company or any parent or subsidiary of our company and other persons who have made or are expected to make contributions to our company.  

Types of Awards.  Our Incentive Compensation Plan provides for the issuance of stock options, incentive stock options, restricted compensation shares, restricted compensation share units, stock appreciation rights (or SARs), performance shares, award shares and  other stock-based awards. Performance share awards entitle recipients to acquire shares of common stock upon the attainment of specified performance goals within a specified performance period, as determined by the committee.

Shares Available for Awards; Annual Per-Person Limitations.   Subject to certain recapitalization events described in our plan, the aggregate number of shares of common stock that may be issued pursuant to our Incentive Compensation Plan at any time during the term of the plan is 5,000,000 shares. If any award expires, or is terminated, surrendered or forfeited, the common stock covered by such award will again be available for the grant of awards under our plan. No participant may be granted awards during a fiscal year to purchase more than 1,000,000 shares of common stock subject to recapitalization events.

Stock Options and Stock Appreciation Rights.  The committee is authorized to grant stock options, including both incentive stock options (or ISOs), and non-qualified stock options, restricted compensation shares, restricted compensation share units, stock appreciation rights, performance shares and award shares. The terms and conditions of awards under the plan including number of shares covered, exercise price per share and term are determined by the committee, but in the case of an ISO, the exercise price must not be less than the fair market value of a share of common stock on the date of grant. For purposes of our Incentive Compensation Plan, if at the time of a grant, our company’s common stock is publicly traded, the term “fair market value” means (i) if listed on an established stock exchange or national market system, the last reported sales price or the closing bid if no sales were reported on such exchange or system, or (ii) the average of the closing bid and asked prices last quoted by an established quotation service for over-the-counter securities if the common stock is not reported on a national

36

market system. In the absence of an established market for our common stock, the fair market value shall be determined in good faith by the committee. The number of shares covered by each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment generally are fixed by the committee, except that no option or stock appreciation right may have a term exceeding ten years. The committee also determines the terms and conditions of restricted compensation shares, restricted compensation share units, performance shares, award shares and other stock-based awards under our plan.

Restricted Compensation Shares and Restricted Compensation Share Units.  The committee is authorized to grant restricted compensation shares and restricted compensation shares units. An award of restricted compensation shares is a grant which entitles recipients to acquire shares of common stock subject to restrictions on transfer and which may be forfeited if all specified employment, vesting and/or performance conditions as determined by the committee are not met.  An award of restricted compensation share units confers upon a recipient the right to acquire, at some time in the future, restricted compensation shares, subject to forfeiture if all specified award conditions as determined by the committee are not met

Performance Shares and Award Shares.  The committee is authorized to grant awards entitling recipients to acquire shares of common stock upon the attainment of specified performance goals and grant awards entitling recipients to acquire shares of common stock subject to such terms, restrictions, conditions, performance criteria, vesting requirements and payment needs as determined by the committee, subject to such other terms as the committee may specify.

Other Stock-Based Awards.  The committee is authorized to grant other awards based upon the common stock having such terms and conditions as the committee may determine including, without limitation, the grant of securities convertible into common stock and the grant of phantom stock awards or stock units.

Performance Goals and Other Criteria.  The committee shall establish objective performance goals for participants or groups of participants for performance-based awards under the plan excluding options and stock appreciation rights.  With respect to participants who are “covered employees” (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended), an award other than an option or a stock appreciation right may be based only on performance factors that are compliant with applicable regulations.

Other Terms of Awards.   Options may be exercised by written notice of exercise to us by way of cashless exercise, settlement of which shall be made solely in cash. Unless otherwise determined by the committee, awards may not be transferred except by will or the laws of descent and distribution and, during the life of the participant, may be exercisable only by the participant. However, except as the committee may otherwise determine, nonstatutory options and restricted compensation shares may be transferred pursuant to a qualified domestic relations order (as defined by ERISA) or pursuant to certain estate-planning vehicles. To the extent not inconsistent with the plan or applicable law, the committee may include additional provisions in awards such as, among other things, restrictions on transfer, commitments to pay cash bonuses and guaranty loans. The committee shall determine the effect on awards of disability, death, retirement, leave of absence or other change in participant status. We have the right to deduct applicable taxes from payments to award recipients. Participants have no right to continued employment or other relationship with us, and subject to award provisions, participants have no rights as shareholders of our company until becoming record shareholders.

Acceleration or Extension of Vesting; Change in Control. The committee may, in its discretion, accelerate the dates on which all or any particular option or award under the plan may be exercised and may extend the dates during which all or any particular option or award under the plan may be exercised or vest. In the case of a “change in control” of our company, as defined in our Incentive Compensation Plan, we will take one or a combination of  the following actions: (a) make appropriate provision for the continuation or assumption of the awards; (b) acceleration of exercise or vesting of the awards; (c) exchange of the awards for the right to participate in a benefit plan of a successor; (d) repurchase of awards; or (e) termination of awards immediately prior to a change in control.

Amendment and Termination. The board of directors may amend, suspend or terminate our Incentive Compensation Plan provided, however, that no amendment may be made without stockholder approval if such approval is  necessary to comply with any applicable law, rules or regulations. Our plan became effective upon the date it was adopted by the committee and approved by our stockholders, and no awards may be granted under the plan after the completion of then years thereafter. Awards previously granted may extend beyond that date.

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We have made no awards under the Incentive Compensation Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since inception, the following transactions were entered into with our directors and officers.

On May 13, 2010, an aggregate of 14,112,250 shares of the Company’s common stock were issued to founders in connection with the organization of the Company. The founding shareholders acquired their shares with the intent to hold the shares for investment purposes and not with a view to further resale or distribution, except as permitted under exemptions from registration requirements under applicable securities laws.

The certificates issued to our founding shareholders contain a restrictive legend with respect to the issuance of securities pursuant to exemptions from registration requirements and the restrictions upon transfer of the securities under the Securities Act.

On October 1, 2012 the Company entered into a lease for $5,000 per month with Bella Group Investments, an entity affiliated by common ownership with certain of the Company’s shareholders. The lease expired on August 31, 2011 and was not renewed. The office space is currently being provided to the Company rent free by Bella Group Investments. Bella Group Investments is owned in part by Shawn Clark, CEO of the Company,

As of the date hereof, the Company owes a balance of $7,660 to Shawn Clark, the CEO of the Company, under notes payable by the Company to Mr. Clark as follows:

·

During the fourth quarter of 2012, Mr. Clark loaned the Company $4,030. The note payable which has a maturity date of December 21, 2013 is non-interest bearing and is unsecured.

·

During the first quarter of 2013, Mr. Clark loaned the Company $4,500. The notes payable which have maturity dates of December 21, 2013, are non-interest bearing and unsecured.

·

During the second quarter of 2013, the Company made a $1,450 payment to Mr. Clark in partial repayment of the note payable issued in the first quarter of 2013.

·

During the second quarter of 2013, Mr. Clark loaned the Company $580. The note payable which has a maturity date of December 31, 2013 is non-interest bearing and is unsecured.

Mr. Clark has agreed to provide a non-interest bearing unsecured loan to the Company of up to $50,000 following the closing of the Offering to be used for operating expenses of the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information regarding the beneficial ownership of our common stock as of the date of this Prospectus by:

·

each person known to us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

·

each of our executive officers and directors; and

·

all of our officers and directors as a group.

Except as otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

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The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

The Company currently has no operations. At this stage of its development, the Company does not, in the opinion of its officers and directors, require the engagement of additional directors because any oversight functions are minimal at this time. The Company will, in compliance with corporate governance standards, reassess the desirability of engaging an additional director to provide oversight functions if and when the Company has active operations.

Where You Can Find More Information

We have filed with the SEC a Registration Statement on Form S-1 (including exhibits) under the Securities Act with respect to the shares to be sold in this Offering.  This Prospectus, which forms part of the Registration Statement, does not contain all the information set forth in the Registration Statement as some portions have been omitted in accordance with the rules and regulations of the SEC.  For further information with respect to our Company and the Shares offered in this Prospectus, reference is made to the Registration Statement, including the exhibits filed thereto, and the financial statements and notes filed as a part thereof.  With respect to each such document filed with the SEC as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved.   We are not currently subject to the informational requirements of the Exchange Act.  As a result of the offering of the Shares of our common stock, we will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, we will file quarterly and annual reports and other information with the SEC and send a copy of our annual report together with audited consolidated financial statements to each of our shareholders.  The Registration Statement, such reports and other information may be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N. E., Washington, D. C.  20549.  Copies of such materials, including copies of all or any portion of the Registration Statement, may be obtained from the Public Reference Room of the SEC at prescribed rates.  You may call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room.  Such materials may also be accessed electronically by means of the SEC’s home page on the internet (http://www.sec.gov).

40

KEY LINK ASSETS CORP.

(A Development Stage Company)

LBB & ASSOCIATES LTD., LLP

10260 Westheimer Road, Suite 310

Houston, TX 77042

Phone: (713) 800-4343 Fax: (713) 456-2408

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Key Link Assets Corp.

(A Development Stage Company)

216 S. Jefferson St., Ste 101

Chicago, IL 60661

We have audited the accompanying balance sheets of Key Link Assets Corp., (the “Company”) as of December 31, 2012 and 2011, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years then ended and the period from inception (May 13, 2010) to December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are 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, we express no such opinion.  An audit also 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. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Key Link Assets Corp., as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years then ended and the period from inception (May 13, 2010) to December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 4 to the financial statements, the Company's recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2013 raise substantial doubt about its ability to continue as a going concern. The 2012 and 2011 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ LBB & Associates Ltd., LLP

LBB & Associates Ltd., LLP

Houston, Texas

March 25, 2013

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