Nevada
(State or other jurisdiction
of incorporation or organization)
|
7900
(Primary Standard Industrial
Classification Code Number)
|
Pending
(I.R.S. Employer Identification
Number)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Small reporting company
x
|
Title of Each Class
of Securities
to be Registered
|
Amount
to be
Registered
|
Proposed Maximum
Offering Price
Per Share
|
Proposed Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
|
Common Stock, $.001 par value
|
5,000,000 (1)
|
$0.04
|
$200,000 (2)
|
$22.92
|
Title of Securities
to be Offered
|
Number of Offered Shares
|
Offering Price
Per Share
|
Maximum Offering
Proceeds
|
||
Common Stock
|
5,000,000 (100% of offered shares)
|
$0.04
|
$200,000
|
||
Common Stock
|
3,750,000 (75% of offered shares)
|
$0.04
|
$150,000
|
||
Common Stock
|
2,500,000 (50% of offered shares)
|
$0.04
|
$100,000
|
||
Common Stock
|
1,250,000 (25% of offered shares)
|
$0.04
|
$50,000
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Income Statement
|
For the period from June 16, 2011 (inception) to April 30, 2012
|
||
$
|
|||
Revenue
|
48
|
||
Total Operating Expenses
|
2
|
||
Net Loss
|
(7,127)
|
||
Net Loss Per Share
|
0.00
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Balance Sheet
|
April 30, 2012
|
||
$
|
|||
Total Assets
|
16,013
|
||
Total Liabilities
|
-
|
||
Stockholders' Equity
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16,013
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Shares Issued
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Total Consideration
|
Price
Per Share
|
|||||
Number
|
Percent
|
Amount
|
Percent
|
||||
Alexander Farquharson (1)
|
1,000,000 Shares
|
14.3%
|
$10,000
|
4.5%
|
$0.01
|
||
Daniel Martinez (2)
|
1,000,000 Shares
|
14.3%
|
$10,000
|
4.5%
|
$0.01
|
||
Purchasers of Shares
|
5,000,000 Shares
|
71.4
%
|
$200,000
|
91%
|
$0.04
|
||
Total
|
7,000,000 Shares
|
100%
|
$220,000
|
100%
|
|
(1)
Alexander Farquharson was issued 1,000,000 shares of our common stock in exchange for $10,000, or $0.01 per share.
(2)
Daniel Martinez was issued 1,000,000 shares of our common stock in exchange for $10,000, or $0.01 per share.
|
100% of offered shares are sold
|
75% of offered shares are sold
|
50% of offered shares are sold
|
25% of offered shares are sold
|
|||
Offering Price
|
$0.04
per share
|
$0.04
per share
|
$0.04
per share
|
$0.04
per share
|
||
Net tangible book value at 04/30/2012
|
$0.008
per share
|
$0.008
per share
|
$0.008
per share
|
$0.008
per share
|
||
Net tangible book value after giving effect to the offering
|
$0.031
per share
|
$0.029
per share
|
$0.026
per share
|
$0.020
per share
|
||
Increase in net tangible book value per share attributable to cash payments made by new investors
|
$0.023
per share
|
$0.021
per share
|
$0.018
per share
|
$0.012
per share
|
||
Per Share Dilution to New Investors
|
$0.017
per share
|
$0.019
per share
|
$0.022
per share
|
$0.028
per share
|
||
Percent Dilution to New Investors
|
42.5%
|
47.5%
|
55%
|
70%
|
·
|
each are not subject to a statutory disqualification as that term is defined in Section 3(a) (39) of the Exchange Act at the time of his participation in the sale of our securities.
|
·
|
each will not be compensated for their participation in the sale of company securities by the payment of commission or other remuneration based either directly or indirectly on transactions in securities.
|
·
|
each is not an associated person of a broker or dealer at the time of participation in the sale of company securities.
|
·
|
preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation by the associated person of a potential purchaser; provided, however, that the content of such communication is approved by a partner, officer or director of the issuer;
|
·
|
responding to inquiries of potential purchasers in communication initiated by the potential purchasers, provided, however, that the content of responses are limited to information contained in a registration statement filed under the Securities Act or other offering document;
|
·
|
performing executive and clerical work involved in effecting any transaction.
|
Name
|
Age
|
Position
|
||
Alexander Farquharson
|
28
|
Chief Executive Officer, President, Secretary and a director
|
||
Daniel Martinez
|
29
|
Chief Financial Officer, Treasurer and a director
|
Title of Class |
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Owner
|
Percent of Class if No Shares are Sold
|
Percent of Class if 2,500,000 Shares are Sold
|
Percent of Class if 5,000,000 Shares are Sold
|
||
Common Stock
|
Alexander Farquharson
Suite 3, 219 Bow Road
Docklands, London E3 2SJ, United Kingdom
|
1,000,000 shares,
President, CEO, Secretary, Director
|
50%
|
22.2%
|
14.3%
|
||
Common Stock
|
Daniel Martinez
Suite 3, 219 Bow Road
Docklands, London E3 2SJ, United Kingdom
|
1,000,000 shares,
CFO, Treasurer, Director
|
50%
|
22.2%
|
14.3%
|
||
Common Stock
|
All directors and named executive officers as a group
|
2,000,000 shares
|
100%
|
44.4%
|
28.6%
|
·
|
is or was a director or officer of the corporation or
|
·
|
is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent permitted under the Nevada Revised Statutes, as the same exists or may hereafter be amended; provided, however, that except as provided in this Article Twelve with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the board of directors of the corporation.
|
·
|
for acts or omissions not in good faith or which involve intentional misconduct, fraud or a knowing violation of law; or
|
·
|
for unlawful payments of dividends or unlawful stock purchase or redemption by us.
|
●
|
Developing the website and apps to offer distance coaching through the analysis of customer submitted videos;
|
●
|
Developing the website and apps to offer online player management tools including tournament programming and scheduling, nutrition programs, injury prevention booklets and so forth;
|
●
|
Offering tennis coaching and player and tournament management;
|
●
|
Arranging tennis holidays including coaching, analysis, court time, access to gymnasiums;
|
●
|
Developing a range of branded sports clothing bearing the company logo;
|
●
|
Increase website hits sufficiently to be able to offer advertising space to tennis product manufacturers on the website; and,
|
●
|
Developing the website and videos to be able offer them in multiple languages.
|
●
|
Offering free introductory videos on social networking and video sharing websites such as YouTube, Vimeo and Facebook;
|
●
|
Promotion through advertisements in tennis magazines and tournament sponsorships; and
|
●
|
Organizing competitions with free prizes offered through magazine articles.
|
●
|
Offering high quality, easy to follow videos;
|
●
|
Offering instruction through a range of media; and,
|
●
|
Constantly updating material to achieve and surpass best practice standards.
|
·
|
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
|
·
|
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws;
|
·
|
a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the “bid” and “ask” price;
|
·
|
a toll-free telephone number for inquiries on disciplinary actions;
|
·
|
definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and,
|
·
|
such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.
|
·
|
the bid and offer quotations for the penny stock;
|
·
|
the compensation of the broker-dealer and its salesperson in the transaction;
|
·
|
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and,
|
·
|
monthly account statements showing the market value of each penny stock held in the customer’s account.
|
Name and Principal Position
|
Period Ended
April 30
|
Salary
$
|
Bonus
$
|
Stock Awards
$
|
Option Awards
$
|
Non-Equity Incentive Plan Compensation
$
|
Nonqualified Deferred Compensation Earnings
$
|
All Other Compensation
$
|
Total
$
|
Alexander Farquharson, President, CEO, Secretary
|
2012
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Daniel Martinez, CFO, Treasurer
|
2012
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Option Awards
|
Stock Awards
|
||||||||
Name
|
Number of Securities Underlying Unexercised Options
# Exercisable
|
# Un-exercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options
|
Option Exercise Price
|
Option Expiration Date
|
Number of Shares or Units of Stock Not Vested
|
Market Value of Shares or Units Not Vested
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested
|
Value of Unearned Shares, Units or Other Rights Not Vested
|
Alexander Farquharson, President, CEO, Secretary
|
0
|
0
|
0
|
0
|
N/A
|
0
|
0
|
0
|
0
|
Daniel Martinez, CFO, Treasurer
|
0
|
0
|
0
|
0
|
N/A
|
0
|
0
|
0
|
0
|
Page
|
|
|
Peter Messineo
Certified Public Accountant
1982 Otter Way Palm Harbor FL 34685
peter@pm-cpa.com
T 727.421.6268 F 727.674.0511
|
April 30,
|
||||
2012
|
||||
ASSETS
|
||||
CURRENT ASSETS:
|
||||
Cash
|
$ | 2,223 | ||
Total Current Assets
|
2,223 | |||
FIXED ASSETS
|
||||
Intangibles- website development, net of accumulated amortization of $366
|
12,808 | |||
Plant, Property, Equipment, net of accumulated depreciation of $266
|
981 | |||
Total Fixed Assets
|
13,790 | |||
TOTAL ASSETS
|
$ | 16,013 | ||
LIABILITIES AND DEFICIT
|
||||
CURRENT LIABILITIES:
|
- | |||
Total Liabilities
|
- | |||
ENERGIZER TENNIS INC. STOCKHOLDERS DEFICIT:
|
||||
Preferred stock, $.001 par value. Authorized 10,000,000 shares,
0 shares issued and outstanding.
|
- | |||
Common stock, $.001 par value. Authorized 110,000,000 shares,
2,000,000 (Audited) shares issued and outstanding.
|
2,000 | |||
Additional Paid in Capital | 21,140 | |||
Retained earnings (deficit) during development stage
|
(7,127 | ) | ||
Total Energizer Tennis Inc. Stockholder's Equity (Deficit)
|
16,013 | |||
TOTAL LIABILITIES & EQUITY
|
$ | 16,013 |
June 16, 2011
|
||||||||
(inception)
|
||||||||
through
|
||||||||
April 30,
|
April 30,
|
|||||||
2012
|
2012
|
|||||||
Revenues
|
||||||||
Revenues
|
$ | 48 | 48 | |||||
Cost of Goods Sold
|
||||||||
Cost of Goods Sold
|
2 | 2 | ||||||
Gross Profit
|
46 | 46 | ||||||
General & Administrative Expenses
|
||||||||
Depreciation and Amortization
|
632 | 632 | ||||||
General & Administrative Expenses
|
4,360 | 4,360 | ||||||
Professional Fees
|
2,182 | 2,182 | ||||||
Total General & Administrative Expenses
|
7,174 | 7,174 | ||||||
Operating loss
|
$ | (7,127 | ) | (7,127 | ) | |||
Net loss
|
(7,127 | ) | (7,127 | ) | ||||
Loss per share
|
||||||||
Basic
|
(0.00 | ) | ||||||
Diluted
|
(0.00 | ) | ||||||
Weighted average number of
common shares outstanding
|
1,949,800 |
Common Stock
|
Common Stock Amount
|
Additional Paid in Capital
|
Deficit Accumulated During Development Stage
|
Total
|
||||||||||||||||
Balance, June 16, 2011
|
- | - | - | - | - | |||||||||||||||
Stock Issued for cash on June 24, 2011
@ $0.01 per share
|
2,000,000 | 200 | 19,800 | - | 20,000 | |||||||||||||||
Contribution of facilities rent – related party
|
3,140 | - | 3,140 | |||||||||||||||||
Net Loss, April 30, 2012
|
(7,127 | ) | (7,127 | ) | ||||||||||||||||
Balance, April 30, 2012
|
2,000,000 | 200 | 19,800 | (7,127 | ) | 16,013 |
·
|
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
·
|
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
·
|
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
|
(i)
|
persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
|
2012
|
|||||
Property and equipment
|
$ | 1,247 | |||
Less accumulated depreciation
|
266 | ||||
Property and equipment, net
|
$ | 981 |
2012
|
|||||
Website development
|
$ | 13,174 | |||
Less accumulated amortization
|
366 | ||||
Intangibles, net
|
12,808 |
·
|
is or was a director or officer of the corporation; or
|
·
|
is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent permitted under the Nevada Revised Statutes, as the same exists or may hereafter be amended; provided, however, that except as provided in this Article Twelve with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the board of directors of the corporation.
|
·
|
for acts or omissions not in good faith or which involve intentional misconduct, fraud or a knowing violation of law; or
|
·
|
for unlawful payments of dividends or unlawful stock purchase or redemption by us.
|
Registration Fees
|
Approximately
|
$22.92
|
||
Transfer Agent Fees
|
Approximately
|
$500
|
||
Costs of Printing and Engraving
|
Approximately
|
$0
|
||
Legal Fees
|
Approximately
|
$20,000
|
||
Accounting Fees
|
Approximately
|
$4,500
|
Exhibit No.
|
Description of Exhibit
|
11
|
Statement Re: Computation of Per Share Earnings (1)
|
23.2
|
Consent of Counsel (2)
|
(1)
|
Included in Financial Statements
|
(2)
|
Included in Exhibit 5
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation From the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
i.
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
ii.
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
iii.
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
iv.
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
B.
|
||
(1)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
|
(2)
|
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
C.
|
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness, provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
Energizer Tennis Inc.,
a Nevada corporation
|
|||
By:
|
/s/ Alexander Farquharson
|
||
Alexander Farquharson
President, Chief Executive Officer, Secretary, Director
(Principal Executive Officer)
|
|||
By:
|
/s/ Daniel Martinez
|
||
Daniel Martinez
Chief Financial Officer, Treasurer, Director
(Principal Financial and Accounting Officer)
|
/s/ Alexander Farquharson
|
June 18, 2012
|
|
Alexander Farquharson
|
||
President, Chief Executive Officer, Secretary, Director
|
||
(Principal Executive Officer)
|
/s/ Daniel Martinez
|
June 18, 2012
|
|
Daniel Martinez
|
||
Chief Financial Officer, Treasurer, Director
|
||
(Principal Financial and Accounting Officer)
|
|
(i)
|
Such shareholder's demand is made in good faith and for another purpose;
|
|
(ii)
|
Such shareholder has described with reasonable particularity such shareholder's purpose specified in the written demand; and
|
|
(iii)
|
The shareholders' list is directly related to such shareholder's purpose.
|
o | Individual Ownership | o | Joint Tenants with Right of Survivorship |
o | Community Property | o | Tenants in Common |
o | Tenants by the Entirety | o | Corporate Ownership |
o | Partnership Ownership | o | Custodian for a Minor |
o | Trust (see below) | o | IRA or Pension Plan |
(a)
|
The information contained herein is complete and accurate and may be relied upon, and
|
(b)
|
The undersigned will notify the Company immediately of any material change in any such information occurring prior to the acceptance of the undersigned’s subscription, including any changes in address or other contact information.
|
|
Peter Messineo
Certified Public Accountant
1982 Otter Way Palm Harbor FL 34685
peter@pm-cpa.com
T 727.421.6268 F 727.674.0511
|