Nevada
|
3420
|
900925768
|
||
(State or Other Jurisdiction of
|
(Primary Standard Industrial
|
(IRS Employer
|
||
Incorporation or Organization)
|
Classification Number)
|
Identification Number)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
(Do not check if a smaller reporting company)
|
Proposed Maximum
|
Proposed Maximum
|
|||||||||||||||
Amount to Be
|
Offering Price
|
Aggregate
|
Amount of
|
|||||||||||||
Title of Each Class of Securities to be Registered
|
Registered (1)
|
per Share
|
Offering Price
|
Registration Fee
|
||||||||||||
Common Stock, par value $0.001 per share
|
2,000,000
|
$
|
0.04
|
(2)
|
$
|
80,000
|
$
|
10.91
|
||||||||
TOTAL
|
2,000,000
|
$
|
-
|
$
|
80,000
|
10.91
|
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
|
Page
|
||||
Prospectus Summary
|
6
|
|||
Cautionary Statement Regarding Forward-Looking Statements
|
8
|
|||
Risk Factors
|
9
|
|||
Use of Proceeds
|
20
|
|||
Determination of Offering Price
|
21
|
|||
Dilution
|
22
|
|||
Management’s Discussion and Analysis of Financial Condition And Results of Operations
|
23
|
|||
Description of Business
|
29
|
|||
Facilities
|
34
|
|||
Employees and Employment Agreements
|
34
|
|||
Legal Proceedings
|
35
|
|||
Directors, Executive Officers, Promoter and Control Persons
|
36
|
|||
Executive Compensation
|
38
|
|||
Certain Relationships and Related Transactions
|
40
|
|||
Security Ownership of Certain Beneficial Owners and Management
|
40
|
|||
Plan of Distribution
|
41
|
|||
Description of Securities
|
42
|
|||
Disclosure of Commission Position Indemnification for Securities Act Liabilities
|
43
|
|||
Interests of Named Experts and Counsel
|
43
|
|||
Experts
|
44
|
|||
Available Information
|
44
|
|||
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
44
|
|||
Index to the Financial Statements
|
45
|
The Issuer:
|
Songbird Development
Inc.
|
Securities Being Offered:
|
2,000,000 shares of common stock
|
Price Per Share:
|
$0.04
|
Common stock outstanding before the offering:
|
4,000,000 shares of common stock
|
Common stock outstanding after the offering:
|
6,000,000 shares of common stock if all the shares are sold.
|
Duration of the Offering:
|
The offering will commence promptly on the date upon which this prospectus is declared effective by the SEC. The initial offering will be for 180 days. At the discretion of our management, we may extend the offering for up to 90 days following the expiration of the 180-day offering period.
|
Gross Proceeds:
|
$80,000 if all the shares are sold.
|
Securities Issued and Outstanding:
|
There are 4,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held solely by our sole officer and director, Igor Kaspruk.
|
Registration Costs:
|
We estimate our total offering registration costs to be approximately $7,000.
|
Risk Factors:
|
See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.
|
Financial Summary
|
July 31,
2013 ($)
|
|||
Cash and Deposits
|
$ |
489
|
||
Total Assets
|
$ |
489
|
||
Total Liabilities
|
$ |
50
|
||
Total Stockholder’s Equity
|
$ |
439
|
Statement of Operations
|
Accumulated
From
December 27,
2012
(Inception) to
July 31,
2013 ($)
|
|||
Total Expenses
|
$ |
3,561
|
||
Net Loss for the Period
|
$ |
3,561
|
-
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
-
|
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
-
|
submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
|
-
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.
|
●
|
1% of the number of shares of common stock then outstanding, or
|
●
|
the average weekly trading volume of common stock on the OTC Bulletin Board during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.
|
If 25% of
Shares Sold
|
If 50% of
Shares Sold
|
If 75% of
Shares Sold
|
If 100% of
Shares Sold
|
|||||||||||||
SHARES SOLD
|
500,000
|
1,000,000
|
1,500,000
|
2,000,000
|
||||||||||||
GROSS PROCEEDS
|
$
|
20,000
|
$
|
40,000
|
$
|
60,000
|
$
|
80,000
|
||||||||
TOTAL BEFORE EXPENSES
|
20,000
|
40,000
|
60,000
|
80,000
|
||||||||||||
OFFERING EXPENSES
|
||||||||||||||||
Legal and Accounting
|
4,500
|
4,500
|
4,500
|
4,500
|
||||||||||||
Publishing/Edgarizing
|
680
|
680
|
680
|
680
|
||||||||||||
Transfer Agent
|
1800
|
1800
|
1800
|
1800
|
||||||||||||
SEC Filing fee
|
20
|
20
|
20
|
20
|
||||||||||||
TOTAL OFFERING EXPENSES
|
7,000
|
7,000
|
7,000
|
7,000
|
||||||||||||
NET AFTER OFFERING EXPENSES
|
13,000
|
33,000
|
53,000
|
73,000
|
||||||||||||
EXPENDITURES(1)
|
||||||||||||||||
Maintaining reporting status
|
7,900
|
7,900
|
7,900
|
7,900
|
||||||||||||
Office set up
|
2,000
|
3,000
|
3,000
|
4,000
|
||||||||||||
Web site development
|
2,090
|
3,500
|
4,000
|
5,000
|
||||||||||||
Advertising/marketing
|
1,100
|
15,000
|
32,000
|
37,000
|
||||||||||||
Hire Sales person
|
-
|
-
|
-
|
12,000
|
||||||||||||
General administrative costs
|
-
|
3,600
|
6,100
|
7,100
|
||||||||||||
13,000
|
33,000
|
53,990
|
73,000
|
|||||||||||||
Net Remaining Balance
|
-0-
|
-0-
|
-0-
|
-0-
|
Percent of Shares Sold from Maximum Offering Available
|
25%
|
50%
|
75%
|
100%
|
||||||||||||
Offering price per share
|
0.04
|
0.04
|
0.04
|
0.04
|
||||||||||||
Post offering net tangible book value
|
13,439
|
33,439
|
53,439
|
73,439
|
||||||||||||
Post offering net tangible book value per share
|
0.0030
|
0.067
|
0.0097
|
0.0122
|
||||||||||||
Pre-offering net tangible book value per share
|
(.0016)
|
(.0016)
|
(.0016)
|
(0.0016)
|
||||||||||||
Increase (Decrease) in net tangible book value per share after offering
|
0.005
|
0.008
|
0.011
|
0.014
|
||||||||||||
Dilution per share
|
0.037
|
0.033
|
0.030
|
0.028
|
||||||||||||
% dilution
|
92.53
|
%
|
83.28
|
%
|
75.71
|
%
|
69.40
|
%
|
||||||||
Capital contribution by purchasers of shares
|
20,000
|
40,000
|
60,000
|
80,000
|
||||||||||||
Capital Contribution by existing stockholders
|
4,000
|
4,000
|
4,000
|
4,000
|
||||||||||||
Percentage capital contributions by purchasers of shares
|
86
|
%
|
93
|
%
|
95
|
%
|
96
|
%
|
||||||||
Percentage capital contributions by existing stockholders
|
14
|
%
|
07
|
%
|
05
|
%
|
04
|
%
|
||||||||
Gross offering proceeds
|
$
|
20,000
|
$
|
40,000
|
$
|
60,000
|
$
|
80,000
|
||||||||
Anticipated net offering proceeds
|
$
|
13,000
|
$
|
33,000
|
$
|
53,000
|
$
|
73,000
|
||||||||
Number of shares after offering held by public investors
|
500,000
|
1,000,000
|
1,500,000
|
2,000,000
|
||||||||||||
Total shares issued and outstanding
|
4,500,000
|
5,000,000
|
5,500,000
|
6,000,000
|
||||||||||||
Purchasers of shares percentage of ownership after offering
|
11
|
%
|
20
|
%
|
27
|
%
|
33
|
%
|
||||||||
Existing stockholders percentage of ownership after offering
|
89
|
%
|
80
|
%
|
73
|
%
|
66
|
%
|
•
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
•
|
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
•
|
submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
|
•
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.
|
Office set up:
|
$
|
2,000-$4,000
|
||
Advertising/Marketing:
|
$
|
2,000-$37,000
|
||
Website development
|
$
|
2,090-$5,000
|
||
General administrative costs:
|
$
|
0-$8,090
|
||
Hire a salesperson:
|
$
|
0-12,000
|
||
Maintaining reporting status
|
$
|
7,900
|
||
Total:
|
$
|
13,990-$73,990
|
If 25% of
Shares Sold
|
If 50% of
Shares Sold
|
If 75% of
Shares Sold
|
If 100% of
Shares Sold
|
|||||||||||||
SHARES SOLD
|
500,000
|
1,000,000
|
1,500,000
|
2,000,000
|
||||||||||||
GROSS PROCEEDS
|
$
|
20,000
|
$
|
40,000
|
$
|
60,000
|
$
|
80,000
|
||||||||
TOTAL BEFORE EXPENSES
|
20,000
|
40,000
|
60,000
|
80,000
|
||||||||||||
OFFERING EXPENSES
|
||||||||||||||||
Legal and Accounting
|
4,500
|
4,500
|
4,500
|
4,500
|
||||||||||||
Publishing/Edgarizing
|
600
|
600
|
600
|
600
|
||||||||||||
Transfer Agent
|
2000
|
2000
|
2000
|
2000
|
||||||||||||
SEC Filing fee
|
20
|
20
|
20
|
20
|
||||||||||||
TOTAL OFFERING EXPENSES
|
7,000
|
7,000
|
7,000
|
7,000
|
||||||||||||
NET AFTER OFFERING EXPENSES
|
13,990
|
33,990
|
53,990
|
73,990
|
||||||||||||
EXPENDITURES
|
||||||||||||||||
Maintaining reporting status
|
6,900
|
6,900
|
6,900
|
6,900
|
||||||||||||
Office set up
|
2,000
|
3,000
|
3,000
|
4,000
|
||||||||||||
Web site development
|
2,090
|
3,500
|
4,000
|
5,000
|
||||||||||||
Advertising/marketing
|
2,000
|
15,000
|
32,000
|
37,000
|
||||||||||||
Hire Sales person
|
-
|
-
|
-
|
12,000
|
||||||||||||
General administrative costs
|
-
|
4,590
|
7,090
|
8,090
|
||||||||||||
13,990
|
33,990
|
53,990
|
73,990
|
|||||||||||||
Net Remaining Balance
|
-0-
|
-0-
|
-0-
|
-0-
|
|
1.
|
Easy to clean and maintain: Stainless steel does not absorb dirt; in fact, it actually resists smudges, fingerprints and scuff marks relatively easily, making it very easy to clean and maintain. Stainless steel appliances can be wiped down with a damp cloth and sanitized easily. The surface can be protected with a cleaner to preserve its smooth, sleek and shiny surface.
|
|
2.
|
Long life span: Stainless steel does not fade or become discolored over time. It's also a rust-proof and stain-resistant material, so it will maintain its shine and preserve all of the aesthetic qualities of your appliances for several years to come.
|
|
3.
|
Does not harbor germs: Because stainless steel is non-porous, it resists bacteria and germs more effectively than wood or plastic surfaces. Stainless steel can be wiped clean with a disinfectant cleaner after use, and is an attractive option for homes with young children and pets or for anyone who wants to keep their kitchen as clean and immaculate as possible.
|
|
4.
|
Aesthetically pleasing: Stainless steel appliances can complement almost any kitchen or home design and theme, and the sleek, gleaming metallic finish can be balanced out with wood or plastic accents. Stainless steel is aesthetically pleasing and can be used as a surface material on a variety of appliances, including dishwashers, washers, dryers, countertops, refrigerators, freezers and stove tops.
|
|
5.
|
Does not affect flavor of foods: Stainless steel is one of the most hygienic surfaces available, so any foods that come into contact with the surface or material do not attract dirt or germs. Stainless steel also does not react with any foods that may be used during meal preparation and cooking.
|
|
1.
|
Hardness: One of the first advantages of ceramic knives is their hardness. They are one of the hardest knives you can buy. The only thing that is harder than the material used to make these knives is a diamond. Ceramic knives are much harder than steel. Therefore, they will be much sharper than steel knives will be.
|
|
2.
|
Weight: Weight is another advantage of ceramic knives. They are very lightweight. These knives generally weigh less than half of what other knives weight. This may reduce the amount of fatigue you feel when you use ceramic knives for cutting tasks that you have to perform repeatedly.
|
|
3.
|
Durability: Ceramic knives are also very durable. They tend to stay sharper for longer periods of time than stainless steel knives. Ceramic knives can usually go years without needing to be sharpened. They will also last longer overall because they will never rust.
|
|
4.
|
Stain: The ability to resist stains is another benefit of ceramic knives. Some foods will discolor steel knives because they contain acids. Ceramic knives are not susceptible to these food acids, so they will never become discolored. Many knives also come with a non-stick surface, so they can easily be cleaned. In addition to resisting stains, these knives won't change the taste of your food.
|
|
5.
|
Chemically Inert: Ceramic knives are also chemically inert. Being chemically inert means that these knives won't give your food a metallic smell or taste like steel knives will. They also will never brown your foods like steel knives can. The surface of ceramic knives also resist germs, making them desirable for people who suffer from certain allergies.
|
●
|
The first fiscal year after its annual revenues exceed $1 billion;
|
●
|
The first fiscal year after the fifth anniversary of its IPO;
|
●
|
The date on which the company has issued more than $1 billion in non-convertible debt during the previous three-year period; and
|
●
|
The first fiscal year in which the company has a public float of at least $700 million.
|
●
|
Provide only two rather than three years of audited financial statements in their IPO Registration Statement;
|
●
|
Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial data normally required;
|
●
|
Delay compliance with new or revised accounting standards until they are made applicable to private companies; and
|
●
|
Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive an outside auditor's attestation regarding the issuer's internal controls.
|
●
|
Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO;
|
●
|
Certain restrictions on communications to institutional investors before filing the IPO registration statement; and
|
●
|
The requirement initially to publicly file IPO Registration Statements. Emerging growth companies can confidentially file draft Registration Statements and any amendments with the SEC. Public filings of the draft documents must be made at least 21 days prior to commencement of the IPO "road show."
|
●
|
The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation;
|
●
|
Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and
|
●
|
The requirements under Sections 14A(a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments.
|
Name
|
Age
|
Position
|
||
Igor Kaspruk
|
47
|
President, Secretary, Treasurer and Director
|
i.
|
Any Federal or State securities or commodities law or regulation; or
|
ii.
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
|
iii.
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation($)
|
Nonqualified
Deferred
Compensation($)
|
All Other
Compensation($)
|
Total
($)
|
|||||||||||||||||||||||||
Igor Kaspruk (1)
|
2013
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Name
|
Fees
Earned
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
($)
|
Nonqualified
Deferred
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||
Igor Kaspruk (1)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Name and Address of Beneficial Owner (1)(2)
|
Amount and Nature of Beneficial Ownership
|
Percentage (3)
|
||||
Igor Kaspruk
President, Secretary, Treasurer and Director
|
4,000,000 shares of common stock
|
100
|
%
|
|||
All Directors and Officers as a Group
(1 persons)
|
4,000,000 shares of common stock
|
100
|
%
|
-
|
execute and deliver a subscription agreement; and
|
-
|
deliver a check or certified funds to us for acceptance or rejection.
|
SONGBIRD DEVELOPMENT INC.
|
|||||
(A DEVELOPMENT STAGE COMPANY)
|
|||||
BALANCE SHEET
|
|||||
For the period
(December 27, 2012)
to July 31,
2013
|
From Inception
(December 27, 2012)
to July 31,
2013
|
|||||||
REVENUES
|
$ | - | $ | - | ||||
Operating Expenses:
|
||||||||
General and administrative
|
61 | 61 | ||||||
Professional Fees
|
3,500 | 3,500 | ||||||
Total Expenses
|
3,561 | 3,561 | ||||||
Net loss for the period
|
$ | 3,561 | $ | 3,561 | ||||
Net loss per share:
|
||||||||
Basic and diluted
|
$ | 0.00 | ||||||
Weighted average number of shares outstanding:
|
||||||||
Basic and diluted
|
4,000,000 |
For the period
(December 27, 2012)
2013
|
From inception
(December 27, 2012)
2013
|
|||||||
Operating activities:
|
||||||||
Net loss
|
$ | (3,561 | ) | $ | (3,561 | ) | ||
Adjustment to reconcile net loss to net cash
|
||||||||
provided by operations:
|
||||||||
Changes in assets and liabilities:
|
- | - | ||||||
Financing activities:
|
||||||||
Proceeds from issuance of common stock
|
4,000 | 4,000 | ||||||
Due to related party
|
50 | 50 | ||||||
Net cash provided by financing activities
|
4,050 | 4,050 | ||||||
Net increase in cash
|
4,050 | 4,050 | ||||||
Cash, beginning of period
|
- | - | ||||||
Cash, end of period
|
$ | 489 | $ | 489 | ||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid during the period
|
||||||||
Taxes
|
$ | - | $ | - | ||||
Interest
|
$ | - | $ | - | ||||
Supplemental disclosure of non-cash information:
|
||||||||
Common stock issued for services
|
$ | - | $ | - |
(A DEVELOPMENT STAGE COMPANY)
|
STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
|
From Inception December 27, 2012 to July 31, 2013
|
Common Stock
|
Additional
|
Total
|
||||||||||||||||||
Number of
|
Paid-in
|
Accumulated
|
Shareholders'
|
|||||||||||||||||
Shares
|
Par Value
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
Balance, December 27, 2012 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common Shares issued:
|
||||||||||||||||||||
for cash on July 10, 2013
|
4,000,000 | 4,000 | - | - | 4,000 | |||||||||||||||
Net loss
|
- | - | - | (3,561 | ) | (3,561 | ) | |||||||||||||
Balance, July 31, 2013
|
4,000,000 | $ | 4,000 | $ | - | $ | (3,561 | ) | $ | 439 |
Expenses (1)
|
Amount
|
|||
SEC Registration Fee
|
$ | 20 | ||
Legal and accounting fees and expenses
|
$ | 4,500 | ||
Publishing/Edgarizing
|
$ | 680 | ||
Transfer Agent
|
$ | 1,800 | ||
TOTAL
|
$ | 7,000 |
·
indemnify officers and directors against certain liabilities that may arise because of their status as officers or directors;
|
·
advance expenses, as incurred, to officers and directors in connection with a legal proceeding, subject to limited exceptions; or
|
·
obtain directors’ and officers’ insurance.
|
Exhibit Number
|
Description of Exhibit
|
|
3.1
|
Articles of Incorporation of the Registrant
|
|
3.2
|
Bylaws of the Registrant
|
|
5.1
|
Opinion re: Legality and Consent of Counsel
|
|
10.1
|
Supply Agreement, dated June 30, 2013, with ADA KITCHENWARE Imp & Exp Co., Ltd.
|
|
10.2 | Supply Agreement dated June 30, 2013, with KITCHENSMITH Co. LTD, | |
23.1
|
Consent of Legal Counsel (contained in exhibit 5.1)
|
|
23.2
|
Consent of John Scrudato CPA
|
SONGBIRD DEVELOPMENT , INC.
|
|||
By:
|
/s/ Igor Kaspruk
|
||
Igor Kaspruk
|
|||
President, Secretary, Treasurer and Director
|
|||
(principal executive officer, principal financial officer and
principal accounting officer)
|
Signature
|
Title
|
Date
|
||
/s/ Igor Kaspruk
|
President, Secretary, Treasurer and Director
|
September 13, 2013
|
||
Igor Kaspruk
|
(principal executive officer, principal financial officer and principal accounting officer)
|
Exhibit Number
|
Description of Exhibit
|
|
3.1
|
Articles of Incorporation of the Registrant
|
|
3.2
|
Bylaws of the Registrant
|
|
5.1
|
Opinion re: Legality and Consent of Counsel
|
|
10.1
|
Supply Agreement, dated June 30, 2013, with ADA KITCHENWARE Imp & Exp Co., Ltd.
|
|
10.2
|
Supply Agreement dated June 30, 2013, with KITCHENSMITH Co. LTD
|
|
23.1 | Consent of Legal Counsel (contained in exhibit 5.1) | |
23.2
|
Consent of John Scrudato CPA
|
Sincerely, | |
|
/s/ David Lubin |
David Lubin & Associates, PLLC |