Delaware
|
8200
|
33-1223037
|
||
(State or other Jurisdiction of Incorporation)
|
(Primary Standard Classification Code)
|
(IRS Employer Identification No.)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
Title of Each Class Of Securities to be Registered
|
Amount to be Registered (1)
|
Proposed Maximum
Aggregate Offering Price per share (2)
|
Proposed Maximum Aggregate Offering Price
|
Amount of Registration fee (3)
|
||||||||||||
Common Stock, $0.000001 par value per share
|
700,000
|
$
|
0.05
|
$
|
35,000
|
$
|
4.78
|
PRELIMINARY PROSPECTUS
|
SUBJECT TO COMPLETION ON AUGUST __, 2013
|
PAGE
|
||||
Prospectus Summary
|
6 | |||
Cautionary Note Regarding Forward-Looking Statements
|
8 | |||
Risk Factors
|
8 | |||
Use of Proceeds
|
16 | |||
Determination of Offering Price
|
16 | |||
Dilution
|
17 | |||
Selling Shareholders
|
17 | |||
Plan of Distribution
|
18 | |||
Description of Securities to be Registered
|
19 | |||
Interests of Named Experts and Counsel
|
20 | |||
Description of Business
|
20 | |||
Description of Property
|
28 | |||
Legal Proceedings
|
28 | |||
Market for Common Equity and Related Stockholder Matters
|
28 | |||
Index to Financial Statements
|
F-1 | |||
Management Discussion and Analysis of Financial Condition and Financial Results
|
29 | |||
Plan of Operations
|
||||
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
31 | |||
Directors, Executive Officers, Promoters and Control Persons
|
31 | |||
Executive Compensation
|
33 | |||
Security Ownership of Certain Beneficial Owners and Management
|
33 | |||
Transactions with Related Persons, Promoters and Certain Control Persons
|
34 |
•
|
A requirement to have only two years of audited financial statements and only two years of related MD&A;
|
•
|
Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
|
•
|
Reduced disclosure about the emerging growth company’s executive compensation arrangements; and
|
•
|
No non-binding advisory votes on executive compensation or golden parachute arrangements.
|
Common stock offered by selling security holders
|
700,000 shares of common stock. This number represents 12.28% of our current outstanding common stock (1).
|
Common stock outstanding before the offering
|
5,700,000
|
Common stock outstanding after the offering
|
5,700,000
|
Terms of the Offering
|
700,000 shares at $0.05 per share; selling security holders will sell their shares in accordance with the terms of the prospectus.
|
Termination of the Offering
|
The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.
|
Trading Market
|
There is currently no trading market for our common stock. We intend to apply soon for quotation on the OTC Bulletin Board. We will require the assistance of a market-maker to apply for quotation and there is no guarantee that a market-maker will agree to assist us.
|
Use of proceeds
|
We are not selling any shares of the common stock covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the shares of common stock covered by this prospectus.
|
Risk Factors
|
The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 8.
|
•
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
•
|
submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”;
|
•
|
obtain shareholder approval of any golden parachute payments not previously approved; and
|
•
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.
|
Name
|
Shares Beneficially Owned Prior to Offering
|
Shares to
be Offered
|
Amount
Beneficially Owned After Offering
|
Percent
Beneficially Owned After Offering(1)
|
||||||||||||
Jennifer Hupfer
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Stephen Dye
|
20,000
|
20,000
|
0
|
0.00
|
%
|
|||||||||||
Mark Davidson
|
20,000
|
20,000
|
0
|
0.00
|
%
|
|||||||||||
William Keefer
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Paul Parrish
|
70,000
|
70,000
|
0
|
0.00
|
%
|
|||||||||||
Dale East
|
20,000
|
20,000
|
0
|
0.00
|
%
|
|||||||||||
William Patterson
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Rosalyn Miller
|
80,000
|
80,000
|
0
|
0.00
|
%
|
|||||||||||
Paul Saba
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Oliver Dumire
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
LaToya Hambrick
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Laura Stafford
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Stephen Brubaker
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
David Jarvis
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Nicholas Dent
|
20,000
|
20,000
|
0
|
0.00
|
%
|
|||||||||||
Randy Bryant
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Ryan Leonardo
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Jeanne Ballard
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Brent Walters
|
20,000
|
20,000
|
0
|
0.00
|
%
|
|||||||||||
Bernard Harkleroad
|
20,000
|
20,000
|
0
|
0.00
|
%
|
|||||||||||
Ronald Clark
|
20,000
|
20,000
|
0
|
0.00
|
%
|
|||||||||||
Dexter Davidson
|
20,000
|
20,000
|
0
|
0.00
|
%
|
|||||||||||
John Hamm
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Patrick Engel
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Kimberly Tackett
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Greg Elliott
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Dawn McGahen
|
80,000
|
80,000
|
0
|
0.00
|
%
|
|||||||||||
James Parrish
|
40,000
|
40,000
|
0
|
0.00
|
%
|
|||||||||||
Richard Blake Tasker III
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Chelsea Stickelman
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Heather Minny
|
10,000
|
10,000
|
0
|
0.00
|
%
|
|||||||||||
Renee Hood
|
80,000
|
80,000
|
0
|
0.00
|
%
|
|||||||||||
TOTAL
|
700,000
|
700,000
|
0
|
0.00%
|
%
|
(1)
|
Based on 5,700,000 shares outstanding as of June 28, 2013
|
-
|
has had a material relationship with us other than as a shareholder at any time within the past three years; or
|
-
|
has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
|
-
|
are broker-dealers or affiliated with broker-dealers.
|
●
|
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.
|
·
|
Providing people with type 1 diabetes with a proactive perspective about self-care that will lead them to seek to understand and manage their condition
|
·
|
Providing people with type 1 diabetes with the information they need to self-manage and thrive with the condition.
|
·
|
Increasing the number of people who use existing informational, support, and research organizations concerned with improving the lives of people with type 1 diabetes.
|
·
|
A documentary DVD that will be distributed at clinics, hospitals, conferences, and by sponsors primarily in North America but also worldwide. The documentary will tell the story of a teenager newly diagnosed with type 1 and follow his progress toward self-management as he adventures with celebrities, athletes, professionals, chefs, and everyday folks all over the world living well with type 1. The documentary’s ‘special features’ will discuss key points about living well with type 1 including ‘how blood glucose is managed’, ‘type 1 and exercise’, and ‘the psychology of thriving with type 1’.
|
·
|
A website -
WelcomeToType1.com
(or
w2t1.com
) - that features basic resources for managing type 1 diabetes, documentary content, and extended interviews with the cast about living well with type 1. The website will also link to user-generated content about living well with type 1 and will sell the documentary cheaply for people new to type 1 who have not received a copy through other sources. Based on the user’s location and interests, the website will also provide listings and descriptions of resources and organizations available to them.
|
·
|
New media and social media resources building on the documentary content, the website, and relevant to living well with type 1 in general.
|
·
|
1 minute of informational video in the ‘Special Features’ portion of the documentary (e.g. ‘What is an insulin pump?’, ‘What is blood glucose testing?’, ‘What is continuous blood glucose monitoring?’, ‘What is insulin?)
|
·
|
1 minute of informational video at the top of the website video channel
|
·
|
1 positive mention and ‘shot’ in the documentary story content
|
·
|
1/100
th
of the
Welcome to Type 1
homepage for a logo and web-link
|
·
|
500 documentary DVDs for distribution indicating ‘This DVD provided by _____’
|
·
|
Additional documentaries for distribution will be available for purchase at cost from
Welcome to Type 1
|
·
|
Recognition in conferences and public speaking engagements concerning
Welcome to Type 1
|
·
|
Online videos for companies and organizations concerned with type 1 diabetes
|
·
|
www.welcometotype1.com
|
Contents | Page(s) | |||
Report of Independent Registered Public Accounting Firm
|
F-2 | |||
Consolidated Balance Sheets at December 31, 2012 and 2011
|
F-3 | |||
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Year Ended December 31, 2012 and 2011, and for the Period from October 28, 2009 (Inception) through December 31, 2012
|
F-4 | |||
Consolidated Statement of Stockholder’s Deficit for the Period from October 28, 2009 (Inception) through December 31, 2012
|
F-5 | |||
Consolidated Statements of Cash Flows for the Year Ended December 31, 2012 and 2011, and for the Period from October 28, 2009 (Inception) through December 31, 2012
|
F-6 | |||
Notes to the Consolidated Financial Statements
|
F-7 |
Type 1 Media, Inc.
|
(A Development Stage Company)
|
Consolidated Balance Sheets
|
Type 1 Media, Inc.
|
(A Development Stage Company)
|
Consolidated Statements of Operations and Comprehensive Income (Loss)
|
For the Year
Ended
|
For the Year
Ended
|
For the Period from
October 28, 2009
|
||||||||||
Revenue earned during the development stage
|
$ | 44,006 | $ | - | $ | 44,006 | ||||||
Cost of Services
|
26,495 | - | 26,495 | |||||||||
Gross Margin
|
17,511 | - | 17,511 | |||||||||
Operating Expenses:
|
||||||||||||
Compensation - officer
|
35,171 | 37,913 | 73,084 | |||||||||
Professional fees
|
10,000 | - | 10,000 | |||||||||
General and administrative expenses
|
27,562 | - | 27,562 | |||||||||
Total Operating Expenses
|
72,733 | 37,913 | 110,646 | |||||||||
Loss before income tax provision
|
(55,222 | ) | (37,913 | ) | (93,135 | ) | ||||||
Income tax provision
|
- | - | - | |||||||||
Net loss
|
$ | (55,222 | ) | $ | (37,913 | ) | $ | (93,135 | ) | |||
Net Loss Per Common Share - basic and diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
Weighted Average Common Shares Outstanding:
|
||||||||||||
- basic and diluted
|
5,000,000 | 5,000,000 | ||||||||||
Comprehensive Income (Loss):
|
||||||||||||
Net Loss
|
$ | (55,222 | ) | $ | (37,913 | ) | $ | (93,135 | ) | |||
Foreign currency translation gain (loss)
|
(1,635 | ) | 1,141 | (494 | ) | |||||||
Total Comprehensive Income (Loss)
|
$ | (56,857 | ) | $ | (36,772 | ) | $ | (93,629 | ) | |||
Pro Forma Information:
|
||||||||||||
Loss before income tax provision
|
(55,222 | ) | (37,913 | ) | (93,135 | ) | ||||||
Income tax provision
|
- | - | - | |||||||||
Net loss
|
$ | (55,222 | ) | $ | (37,913 | ) | $ | (93,135 | ) | |||
Net Loss Per Common Share - basic and diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
Weighted Average Common Shares Outstanding:
|
||||||||||||
- basic and diluted
|
5,000,000 | 5,000,000 |
Type 1 Media, Inc.
|
|||||||||||||||||
(A Development Stage Company)
|
|||||||||||||||||
Consolidated Statement of Stockholder's Deficit
|
|||||||||||||||||
For the Period from October 28, 2009 (Inception) through December 31, 2012
|
Type 1 Media, Inc.
|
||||||||||||||||||
(A Development Stage Company)
|
||||||||||||||||||
Consolidated Statements of Cash Flows
|
·
|
Providing people with type 1 diabetes with a proactive perspective about self-care that will lead them to seek to understand and manage their condition
|
·
|
Providing people with type 1 diabetes with the information they need to self-manage and thrive with the condition.
|
·
|
Increasing the number of people who use existing informational, support, and research organizations concerned with improving the lives of people with type 1 diabetes.
|
Name of consolidated
subsidiary or entity
|
State or other jurisdiction of
incorporation or organization
|
Date of incorporation or formation
(date of acquisition, if applicable)
|
Attributable
interest
|
||||
Make Good Media
|
Canada
|
October 28, 2009
|
100% |
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
December 31, 2012
|
December 31, 2011
|
|||||||
Balance sheets
|
0.9968
|
1.0198
|
||||||
Statement of operations and comprehensive income (loss)
|
0.9998
|
0.9891
|
Estimated Useful
Life (Years)
|
December 31,
2012
|
June 30,
2011
|
|||||||
Furniture and fixture
|
5
|
$
|
558
|
$
|
-
|
||||
558
|
-
|
||||||||
Less accumulated depreciation
|
(93
|
)
|
(-
|
)
|
|||||
$
|
465
|
$
|
-
|
December 31,
2012
|
||||
Net deferred tax assets – Non-current:
|
||||
Expected income tax benefit from NOL carry-forwards
|
18,775
|
|||
Less: Valuation allowance
|
(
18,775
|
)
|
||
Deferred tax assets, net of valuation allowance
|
$
|
-
|
For the Period from January 12, 2012 (inception) through
December 31, 2012
|
||||
Federal statutory income tax rate
|
34.0
|
%
|
||
Change in valuation allowance on net operating loss carry-forwards
|
(34.0
|
)
|
||
Effective income tax rate
|
0.0
|
%
|
December 31,
2012
|
December 31,
2011
|
|||||||
Net deferred tax assets – Non-current:
|
||||||||
Expected income tax benefit from NOL carry-forwards
|
$
|
31,668
|
12,890
|
|||||
Less: Valuation allowance
|
(
31,668
|
)
|
(
12,890
|
)
|
||||
Deferred tax assets, net of valuation allowance
|
$
|
-
|
$
|
-
|
For the Year
Ended
December 31,
2012
|
For the Year
Ended
December 31,
2011
|
|||||||
Federal statutory income tax rate
|
34.0
|
%
|
34.0
|
%
|
||||
Change in valuation allowance on net operating loss carry-forwards
|
(34.0
|
)
|
(34.0
|
)
|
||||
Effective income tax rate
|
0.0
|
%
|
0.0
|
%
|
Contents | Page(s) | |||
Consolidated Balance Sheets at March 31, 2013 (Unaudited) and December 31, 2012
|
F-22 | |||
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2013 and 2012, and for the Period from October 28, 2009 (Inception) through March 31, 2013 (Unaudited)
|
F-23 | |||
Consolidated Statement of Stockholder’s Deficit for the Period from October 28, 2009 (Inception) through March 31, 2013 (Unaudited)
|
F-24 | |||
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012, and for the Period from October 28, 2009 (Inception) through March 31, 2013 (Unaudited)
|
F-25 | |||
Notes to the Consolidated Financial Statements (Unaudited)
|
F-26 |
Type 1 Media, Inc.
|
(A Development Stage Company)
|
Consolidated Balance Sheets
|
Type 1 Media, Inc.
|
(A Development Stage Company)
|
Consolidated Statements of Operations and Comprehensive Income (Loss)
|
(Unaudited)
|
For the Three Months
Ended
|
For the Three
Months
Ended
March 31, 2012
|
For the Period
from
October 28, 2009 (Inception) through
|
||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
Revenue earned during the development stage
|
$ | - | $ | - | $ | 44,006 | ||||||
Cost of Services
|
- | - | 26,495 | |||||||||
Gross Margin
|
- | - | 17,511 | |||||||||
Operating Expenses:
|
||||||||||||
Compensation - officer
|
4,465 | 7,499 | 77,549 | |||||||||
Professional fees
|
515 | - | 10,515 | |||||||||
General and administrative expenses
|
13,465 | 5,157 | 41,027 | |||||||||
Total Operating Expenses
|
18,445 | 12,656 | 129,091 | |||||||||
Loss before income tax provision
|
(18,445 | ) | (12,656 | ) | (111,580 | ) | ||||||
Income tax provision
|
- | - | - | |||||||||
Net loss
|
$ | (18,445 | ) | $ | (12,656 | ) | $ | (111,580 | ) | |||
Net Loss Per Common Share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted Average Common Shares Outstanding:
|
||||||||||||
- basic and diluted
|
5,000,000 | 5,000,000 | ||||||||||
Comprehensive Income (Loss):
|
||||||||||||
Net loss
|
$ | (18,445 | ) | $ | (12,656 | ) | $ | (111,580 | ) | |||
Foreign currency translation income (loss)
|
1,962 | (2,014 | ) | 1,468 | ||||||||
Total Comprehensive Income (loss)
|
$ | (16,483 | ) | $ | (14,670 | ) | $ | (110,112 | ) | |||
Net Loss Per Common Share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted Average Common Shares Outstanding:
|
||||||||||||
- basic and diluted
|
5,000,000 | 5,000,000 |
Type 1 Media, Inc.
|
(A Development Stage Company)
|
Consolidated Statement of Stockholder's Deficit
|
For the Period from October 28, 2009 (Inception) through March 31, 2013
|
(Unaudited)
|
Type 1 Media, Inc.
|
(A Development Stage Company)
|
Consolidated Statements of Cash Flows
|
For the Three Months
March 31, 2013
Ended
|
For the Three Months
March 31, 2012
Ended
|
For the Period
from
October 28, 2009
(Inception) through
|
||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net loss
|
$ | (18,445 | ) | $ | (12,656 | ) | $ | (111,580 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||||||
Depreciation expense
|
28 | 9 | 121 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable
|
7,000 | - | - | |||||||||
Accrued expenses
|
4,337 | 8,354 | 78,073 | |||||||||
Net cash used in operating activities
|
(7,080 | ) | (4,293 | ) | (33,386 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Purchase of furniture and fixtures
|
- | (558 | ) | (558 | ) | |||||||
Net cash used in investing activities
|
- | (558 | ) | (558 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Advances from (repayments to) stockholder
|
4,111 | 5,724 | 41,771 | |||||||||
Net cash provided by financing activities
|
4,111 | 5,724 | 41,771 | |||||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
1,962 | (873 | ) | 1,468 | ||||||||
NET CHANGE IN CASH
|
(1,007 | ) | - | 9,295 | ||||||||
CASH BALANCE AT BEGINNING OF PERIOD
|
10,302 | - | - | |||||||||
CASH BALANCE AT END OF PERIOD
|
$ | 9,295 | $ | - | $ | 9,295 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
||||||||||||
Interest paid
|
$ | - | $ | - | $ | - | ||||||
Income tax paid
|
$ | - | $ | - | $ | - |
·
|
Providing people with type 1 diabetes with a proactive perspective about self-care that will lead them to seek to understand and manage their condition
|
·
|
Providing people with type 1 diabetes with the information they need to self-manage and thrive with the condition.
|
·
|
Increasing the number of people who use existing informational, support, and research organizations concerned with improving the lives of people with type 1 diabetes.
|
Name of consolidated
subsidiary or entity
|
State or other jurisdiction of
incorporation or organization
|
Date of incorporation or formation
(date of acquisition, if applicable)
|
Attributable
interest
|
||||
Make Good Media
|
Canada
|
October 28, 2009
|
100% |
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
March 31,
2013
|
December 31,
2012
|
March 31,
2012
|
December 31,
2011
|
|||||||||||||
Balance sheets
|
1.0176 | 0.9968 | 0.9972 | 1.0198 | ||||||||||||
Statements of operations and comprehensive income (loss)
|
1.0079 | 0.9998 | 1.0002 |
Estimated Useful
Life (Years)
|
March 31,
2013
|
December 31,
2012
|
|||||||
Furniture and fixture
|
5
|
$
|
558
|
$
|
558
|
||||
558
|
-
|
||||||||
Less accumulated depreciation
|
(121
|
)
|
(93
|
)
|
|||||
$
|
437
|
$
|
465
|
Name
|
Age
|
Position
|
||
Jonathan White
|
32
|
President, Director
|
||
Tom Baxter
|
34
|
Secretary, Director
|
Name and Principal Position
|
Fiscal
Year
|
Salary ($)
|
Bonus
|
Option
Awards
|
All Other
Compensation
|
Total ($)
|
|||||||||||||||
Jonathan White
|
2012
|
CAD $11,630.05
USD $1,035.00
|
|||||||||||||||||||
Thomas Baxter
|
2012
|
CAD $0
USD $0
|
Name
|
Number of Shares Beneficially Owned
|
Percent of Class (1)
|
||||||
Jonathan White
5959 Spring Garden Road, #1507
Halifax, NS, Canada B3h 1Y5
|
5,000,000
|
87.72
|
%
|
|||||
|
||||||||
Tom Baxter
5959 Spring Garden Road, #1507
Halifax, NS, Canada B3h 1Y5
|
||||||||
All Executive Officers and Directors as a group (2 persons)
|
0
|
0
|
%
|
*
|
less than 1%
|
(1)
|
Based on 5,700,000 shares of common stock outstanding as of June 28, 2013
|
●
|
Each of our directors;
|
●
|
Each of our named executive officers;
|
●
|
All of our directors and executive officers as a group; and
|
●
|
Each person known by us to beneficially own more than 5% of our outstanding common stock.
|
Securities and Exchange Commission registration fee
|
$
|
4.78
|
||
Accounting fees and expenses
|
$
|
3,500
|
||
Legal fees and expense
|
$
|
20,000
|
||
Blue Sky fees and expenses
|
$
|
500
|
||
Miscellaneous
|
$
|
1,000
|
||
Total
|
$
|
25,004.78
|
(A)
|
No general solicitation or advertising was conducted by us in connection with the offering of any of the Shares.
|
(B)
|
At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.
|
(C)
|
Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.
|
(D)
|
The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.
|
(E)
|
None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.
|
EXHIBIT NUMBER
|
DESCRIPTION
|
|
3.1
|
Articles of Incorporation (1)
|
|
3.2
|
By-Laws (1)
|
|
5.1
|
Opinion of Anslow & Jaclin, LLP
|
|
10.1
|
Form of Sponsor Agreement (1)
|
|
10.2 | Animas Canada Sponsorship Agreement dated April 9, 2012 | |
23.1
|
Consent of Li and Company, PC (2)
|
|
23.2
|
Consent of Counsel (included in Exhibit 5.1, hereto)
|
TYPE 1 MEDIA, INC.
|
|||
By:
|
/s/ Jonathan White
|
||
Jonathan White
|
|||
President (Duly Authorized, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer).
|
Signature
|
Title
|
Date
|
||
/s/ Jonathan White
|
President, Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
|
August 12, 2013
|
||
Jonathan White
|
||||
/s/ Tom Baxter
|
Secretary, Director
|
August 12, 2013
|
||
Tom Baxter
|
By:
|
/s/ Anslow & Jaclin, LLP
|
|
ANSLOW & JACLIN, LLP
|