UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Liberty Vision, Inc.
(Exact name of Registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
7371
(Primary Standard Industrial Classification Code Number)
27-2775885
(I.R.S. Employer Identification Number)
2530 Meridian Parkway, Suite 200, Durham, NC 27713 ; Ph: 919-806-4593 Fax: 919-640-3594
(Address, including zip code, and telephone number, including are code, of registrants principal executive offices)
Oleg Gabidulin, C.E.O.
2530 Meridian Parkway, Suite 200, Durham, NC 27713 ; Ph: 919-806-4593 Fax: 919-640-3594
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Karen Batcher, Esq.
Synergen Law Group
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
Tel: (619) 475-7882
Fax: (866) 352-4342
As soon as practicable after the effective date of this registration statement
(Approximate date of commencement of the proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [x]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-Accelerated Filer [ ] (Do not check if a smaller reporting company) Smaller Reporting Company [x]
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Proposed |
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Title of Each Class |
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Maximum |
Proposed Maximum |
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of Securities to be |
Amount to be |
Offering Price |
Aggregate Offering |
Amount of |
Registered |
Registered |
per Unit |
Price |
Registration Fee (1) |
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Common Stock |
10,000,000 |
$0.05 |
$500,000 |
$58.05 |
[1] Estimated solely for purposes of calculating the registration fee under Rule 457.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PROSPECTUS
LIBERTY VISION, INC.
SHARES OF COMMON STOCK
1,000,000 Minimum - 10,000,000 Maximum
Before this Offering, there has been no public market for our common stock. In the event that we sell at least the minimum number of shares in this Offering, of which there is no assurance, we intend to have our shares of common stock quoted on the Over-the-Counter Bulletin Board operated by OTC Markets Group, Inc. There is no assurance that our shares will ever be quoted on the Over-the-Counter Bulletin Board.
We are offering a minimum of 1,000,000 and a maximum of 10,000,000 shares of our common stock in a direct public offering, without any involvement of underwriters or broker-dealers. The offering price is $0.05 per share. In the event that 1,000,000 shares are not sold within 180 days of the effective date of our Prospectus, or within an additional 90 days if we choose so, all money received by us will be promptly, returned to you with interest and without deduction of any kind. The extension of an additional 90 days would result in an offering period of up to 270 days total. Funds will be held in a separate account. The foregoing account is not an escrow, trust, or similar account. It is merely a separate interest bearing savings account under our control where we have segregated your funds. Only our officers and Directors will have access to the account. You will not have the right to withdraw your funds during the offering. You will only receive your funds back if we do not raise the minimum amount of the offering within 180 days or, if extended, 270 days. As a result, if we are sued for any reason and a judgment is rendered against us, your subscription could be seized in a garnishment proceeding. If we file a voluntary bankruptcy petition or our creditors file an involuntary bankruptcy petition, our assets will be seized by the bankruptcy trustee, including your subscription, and used to pay our creditors. If that happens, you will lose your investment, even if we fail to raise the minimum amount in this offering. As a result, you may lose your entire investment notwithstanding the purported minimum offering provisions because the funds are not held in an escrow account and are potentially subject to creditor claims.
Our common stock will be sold on our behalf by Oleg Gabidulin, Vadim Erofeev, Marina Sherbatenko and Ilia Burakov, our Directors. Our Directors will not receive any commissions or proceeds from the offering for selling shares on our behalf. If we raise only the minimum amount of proceeds from this offering we will have limited funds available to build and grow our business. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing for to fund our planned business activities. We may also rely on loans from our Directors; however, there are no assurances that our Directors will provide us with any additional funds. Currently, we do not have any arrangements for additional financing. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Investing in our common stock involves risks. See "Risk Factors" starting on page 8.
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Offering Price |
Expenses |
Proceeds to Us |
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Per Share - Minimum |
$ |
0.05 |
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$ |
0.0093 |
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$ |
0.041 |
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Per Share - Maximum |
$ |
0.05 |
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$ |
0.00093 |
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$ |
0.049 |
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Minimum |
$ |
50,000 |
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$ |
9,308 |
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$ |
40,692 |
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Maximum |
$ |
500,000 |
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$ |
9,308 |
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$ |
490,692 |
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Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus is ____________.
Table of Contents
PROSPECTUS SUMMARY
The following summary highlights selected information contained in this Prospectus. This summary does not contain all the information that may be important to you. You should read the more detailed information contained in this Prospectus, including but not limited to, the risk factors beginning on page 8. In addition, certain statements are forward-looking statements, which involve risks and uncertainties. See Disclosure Regarding Forward-Looking Statements.
References in this Prospectus to Liberty Vision, Company, we, our, or us refer to Liberty Vision, Inc. and its subsidiary, on a consolidated basis, unless otherwise indicated or the context otherwise requires.
Forward-Looking Statements
This Prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this Prospectus.
Our Company
We were formed on September 29, 2009. Liberty Vision, Inc. is a provider of services that enable individuals and small businesses to establish, maintain and evolve an online presence. We offer a full range of web services, including custom web design, website usability consulting, website maintenance, web analytics implementation, web marketing services, social and viral marketing campaigns and search engine optimization consulting. We target the individual and small business markets by seeking to provide a one-stop shop for establishing and maintaining an online presence. Our services can be purchased independently or as bundled offerings targeted to meet the specific needs of our customers.
Simplifying the Internet for Small Businesses. Our goal is to enable small businesses to outsource their web services needs to us. We guide the customer through the necessary steps to establish their online presence, generate traffic to their websites and increase direct consumer interaction. We provide consulting on a wide variety of issues, from selection of domain name registrars and hosting providers, to the most cost-efficient marketing strategies.
We generate revenue from sales of web services made directly to small and medium business customers. We acquire customers through referrals and our primary website, www.LibertyVisionOnline.com , which outlines our service offerings and showcases our portfolio of work.
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On January 27, 2011 we have incorporated a wholly owned (ownership interest 100%) subsidiary Liberty Vision Media, Inc. Our consolidated financial statements include the accounts of our subsidiary. All significant intercompany balances and transactions have been eliminated on consolidation.
We have commenced our operations during the year ended February 28, 2010. As of February 28, 2011 we have generated $128.336 in revenues and have incurred $104,717 in operating costs since our inception on September 29, 2009. To date we have relied upon revenues from our operations and sale of our securities in unregistered private placement transactions to fund our operations. We are a development stage company with a limited operating history. Accordingly, for the foreseeable future, we will continue to be dependent on revenues from operations and additional financing in order to maintain our operations and continue with our corporate activities.
This offering and any investment in our common stock involve a high degree of risk. If our future revenues will not be sufficient to cover our operating costs we may be obliged to cease business operations due to lack of funds. If we raise only the minimum amount of proceeds from this offering we will have limited funds available to build and grow our business. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing for to fund our planned business activities. We may also rely on loans from our Directors; however, there are no assurances that our Directors will provide us with any additional funds. Currently, we do not have any arrangements for additional financing. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.
We face many challenges to continue operations, including our limited operating history, competition, general economic conditions, etc. Please review the "Risk Factors" starting on page 8 of this offering.
Our Directors collectively own 100% of the 3,980,000 outstanding shares of our common stock as of the date of this Offering. If the minimum amount of the shares will be sold, our Directors will own 79.92% of our outstanding common stock. Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
Our principal executive offices are located at 2530 Meridian Parkway, Suite 200, Durham, NC and our telephone number is (919) 806-4593. Our primary website address is www.LibertyVisionOnline.com . The information on, or that can be accessed through this website is not part of this prospectus.
The Offering
Following is a brief summary of this Offering:
Securities being offered: |
1,000,000 shares of common stock minimum and 10,000,000 shares of common stock maximum, par value $0.001
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Offering price per share: |
$ 0.05
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Offering period: |
The shares are being offered for a period not to exceed 180 days, unless extended by our Board of Directors for an additional 90 days. |
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Net proceeds to us:
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Approximately $40,692 assuming the minimum number of shares is sold.
Approximately $490,692 assuming the maximum number of shares is sold.
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Use of proceeds: |
We will use the proceeds to pay for the implementation of our business plan, administrative expenses and general working capital. (i)
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Number of shares outstanding before the offering:
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3,980,000 |
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Number of shares outstanding after the offering: |
4,980,000 (if minimum number of shares are sold) 13,980,000 (if maximum number of shares are sold) |
(i) If the minimum amount of the shares is sold we will use the proceeds to pay for offering expenses of $9,308. Of the $9,308, the amounts to be paid from the proceeds for expenses of the offering are: $3,250 for accounting fees; $800 for filing fees; $4,200 for legal fees; $58 for registration fee; and $1,000 for transfer agent fees. We will use the rest of the funds (net of offering expenses) for paying off our current liabilities, hiring new personnel and implementation of our business plan.
Selected Financial Data
The following financial information summarizes the more complete historical financial information at the end of this Prospectus. The summary information below should be read in conjunction with “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this Prospectus .
Income Statement Data:
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From inception |
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(September 29, 2009) to |
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February 28, |
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2011 |
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Revenue |
$ |
128,336 |
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Expenses |
$ |
104,717 |
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Net Income |
$ |
23,619 |
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Balance Sheet Data:
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As of February 28, |
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2011 |
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Working Capital |
$ |
86,801 |
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Total Assets |
$ |
100,843 |
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Total Liabilities |
$ |
10,524 |
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As of February 28, 2011 we had a working capital of $86,801 and accumulated retained earnings of $23,619 since inception.
RISK FACTORS
You should carefully consider the risks described below and other information contained in this prospectus before making an investment decision. Any of the events discussed in the risk factors below may occur. If they do, our business, results of operations or financial condition could be materially adversely affected.
We face intense competition in our industry. If we are unable to compete successfully, our business will be seriously harmed.
The market for our web development and marketing services is highly competitive and has relatively low barriers to entry. Our competitors vary in size and in the variety of services they offer. Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources and an established client base. These competitors may be able to adapt more quickly to new or emerging web design technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and sales of their services than we can. If we fail to compete successfully against our competitors, our revenue could decline and our business could be harmed.
The requirements of being a public company may strain our resources and distract our management.
Following the completion of this offering, we will be required to comply with various regulatory and reporting requirements, including those required by the Securities and Exchange Commission. Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to us and could have a negative effect on our business, results of operations and financial condition.
As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and requirements of the Sarbanes-Oxley Act of 2002, as amended, or SOX. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The SOX requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business and results of operations.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some
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activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.
We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.
Our business relies on our ability to attract new customers. If we are unable to attract new customers, our business will fail.
Our future growth is dependent on our ability to attract new customers and our ability to sell additional services to our existing customers. We rely on online marketing and referrals from existing customers and other business associates to attract new customers. We also rely on selling additional services to our new or existing clients, such as search engine optimization and web marketing services, for additional revenue. If we are unable to attract new customers or sell additional services to our existing customers, our revenue will likely decline and our business will fail.
Our operating results could be impaired if we become subject to burdensome government regulation and legal uncertainties.
We are not currently subject to direct regulation by any domestic or foreign governmental agency, other than regulations applicable to businesses generally. However, due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted with respect to the Internet, relating to user privacy, content and copyrights.
The adoption of any additional laws or regulations may decrease the expansion of the Internet. A decline in the growth of the Internet could decrease demand for our services and increase our cost of doing business. Our business, financial condition and results of operations could be seriously harmed by any new legislation or regulation.
The funds raised in this offering and held by us during pendency of the offering may be subject to creditor’s claims.
We are offering 1,000,000 shares of common stock minimum, 10,000,000 shares of common stock maximum in a direct public offering, without any involvement of underwriters or broker/dealers. In the event that 1,000,000 shares are not sold within 180 days of the effective date of our Prospectus, or within an additional 90 days if we choose so, all money received by us will be promptly returned to you with interest and without deduction of any kind. We will return your funds to you in the form of a cashier’s check sent by Federal Express on the 181 st day or, if extended, on the 271 st day. If at least 1,000,000 shares are sold within 180 days of the effective date of our
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Prospectus or, if extended, within the additional 90 days, all money received by us will be retained by us and there will be no refund. Funds will be held in a separate bank account. Sold securities are deemed securities which have been paid for with collected funds prior to expiration of 180 days or, if extended, 270 days. Collected funds are deemed funds that have been paid by the drawee bank. The foregoing account is not an escrow, trust or similar account. It is merely a separate interest bearing savings account under our control where we have segregated your funds. There is no escrow, trust or similar account in which your subscription will be deposited. Only our officers and directors will have access to the account. You will not have the right to withdraw your funds during the offering. You will only receive your funds back if we do not raise the minimum amount of the offering within 180 days or, if extended, 270 days. As a result, if we are sued for any reason and a judgment is rendered against us, your subscription could be seized in a garnishment proceeding. If we file a voluntary bankruptcy petition or our creditors file an involuntary bankruptcy petition, our assets will be seized by the bankruptcy trustee, including your subscription, and used to pay our creditors. If that happens, you will lose your investment, even if we fail to raise the minimum amount in this offering. As a result, you may lose your entire investment notwithstanding the purported minimum offering provisions because the funds are not held in an escrow account and are potentially subject to creditor claims.
We lack an operating history. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, our business will fail.
We were incorporated on September 29, 2009, have realized $128,336 in revenues and incurred $104,717 in operating costs since inception. As of February 28, 2011, we had $23,619 in retained earnings. We have a limited operating history upon which an evaluation of our future success or failure can be made. Based upon current plans, we expect to continue generating revenues. However our revenues may not be sufficient to cover our operating costs. We cannot guarantee that we will be successful in generating significant revenues in the future. Failure to achieve a sustainable sales level will cause us to go out of business.
We depend on key personnel.
Our future success will depend in part on the continued service of key personnel, particularly, Oleg Gabidulin, our President and Director, Marina Sherbatenko, our Secretary and Treasurer, Vadim Erofeev, our Treasurer, Chief Financial Officer and Director, and Ilia Burakov, our Director. We have entered into consulting agreements with Oleg Gabidulin, our President, and Vadim Erofeev, our Chief Financial Officer, on September 30, 2010. Either party can terminate these contracts with a sixty (60) day advance written notice. We have not entered into consulting or employment agreements with Mrs. Sherbatenko and Mr. Burakov. If any of our directors and officers will choose to leave the company, we will face significant difficulties in attracting potential candidates for replacement of our key personnel due to our limited financial resources and operating history. In addition, the loss of any key employees or the inability to attract or retain qualified personnel could delay our plan of operations and harm our ability to provide services to our current customers and harm the market’s perception of us.
Our officers, directors, consultants and advisors are not obligated to commit their time and attention exclusively to our business and therefore they may encounter conflicts of interest with respect to the allocation of time and business opportunities between our operations and those of other businesses.
Our directors are not obligated to commit their time and attention exclusively to our business and, accordingly, they may encounter conflicts of interest in allocating their own time, or any business opportunities which they may encounter, between our operations and those of other businesses.
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Currently, Oleg Gabidulin, our President, and Director, Vadim Erofeev our Treasurer, Chief Financial Officer and Director, Marina Sherbatenko our Secretary and Treasurer and Ilia Burakov, our Director each commit between 30% and 50% of their time to our business in their capacities as officers and directors. Nevertheless, if the execution of our business plan demands more time than is currently committed by any of our officers, directors, consultants or advisors, they will be under no obligation to commit such additional time, and their failure to do so may adversely affect our ability to carry on our business and successfully execute our business plan.
Additionally, all of our officers and directors, in the course of their other business activities, may become aware of investment, business or information which may be appropriate for presentation to us as well as to other entities to which they owe a fiduciary duty. They may also in the future become affiliated with entities that are engaged in business or other activities similar to those we intend to conduct. As a result, they may have conflicts of interest in determining to which entity particular opportunities or information should be presented. If, as a result of such conflict, we are deprived of investment, business or information, the execution of our business plan and our ability to effectively compete in the marketplace may be adversely affected.
Because our management has limited experience running a website development and online marketing company, our business has a higher risk of failure.
Our Directors have limited experience running a business that provides website development and online marketing services. As a result, we may not be able to recognize and take advantage of opportunities without the aid of qualified marketing, sales, and business development consultants. Our Directors’ decisions and choices may not be well thought out and our operations, earnings, and ultimate financial success may suffer irreparable harm as a result.
We do not intend to pay dividends and there will be less ways in which you can make a gain on any investment in Liberty Vision, Inc.
We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may likely prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in Liberty Vision, Inc. will need to come through appreciation of the stock’s price.
Because our Directors, who are also our sole promoters, will own 79.92% of our outstanding common stock, if the minimum amount of the offering will be sold, they could make and control corporate decisions that may be disadvantageous to other minority shareholders.
Our Directors own 100% of the outstanding shares of our common stock as of the date of this Offering. If the minimum amount of the shares will be sold, our Directors will own 79.92% of our outstanding common stock. Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets. They will also have the power to prevent or cause a change in control. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
There is no public (trading) market for our common stock and there is no assurance that the common stock will ever trade on a recognized exchange or dealers’ network; therefore, our investors may not be able to sell their shares.
Our common stock is not listed on any exchange or quoted on any similar quotation service, and there is currently no public market for our common stock. We have not taken any steps to enable our common stock to be quoted
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on the OTC Bulletin Board, and can provide no assurance that our common stock will ever be quoted on any quotation service or that any market for our common stock will ever develop. As a result, stockholders may be unable to liquidate their investments, or may encounter considerable delay in selling shares of our common stock. Neither we nor our selling stockholders have engaged an underwriter for this Offering, and we cannot assure you that any brokerage firm will act as a market maker of our securities. A trading market may not develop in the future, and if one does develop, it may not be sustained. If an active trading market does develop, the market price of our common stock is likely to be highly volatile due to, among other things, the nature of our business and because we are a new public company with a limited operating history. Further, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders. The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time. The market price of our common stock may also fluctuate significantly in response to the following factors, most of which are beyond our control:
- variations in our quarterly operating results;
- changes in general economic conditions;
- loss of a major customer, partner or joint venture participant; and
- the addition or loss of key managerial and collaborative personnel.
The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies' securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.
You could be diluted from our future issuance of capital stock and derivative securities.
As of February 28, 2011, we had 3,980,000 shares of common stock outstanding and no shares of preferred stock outstanding. We are authorized to issue up to 75,000,000 shares of common stock and no shares of preferred stock. To the extent of such authorization, our Board of Directors will have the ability, without seeking stockholder approval, to issue additional shares of common stock or preferred stock in the future for such consideration as the Board of Directors may consider sufficient. The issuance of additional common stock or preferred stock in the future may reduce your proportionate ownership and voting power.
If our common stock is accepted for quotation on the OTC Bulletin Board, the application of the “Penny Stock” rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares. The Securities and Exchange Commission has adopted Rule 3A51-1, which establishes the definition of a “Penny Stock,” for the purposes relevant to us, as any equity security that has market price of less than $5.00 per share or within an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15G-9 require:
- that a broker or dealer approve a person's account for transactions in penny stocks; and
- the broker or dealer receive from the investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the broker or dealer must:
- obtain financial information and investment experience objectives of the person; and
- make a reasonable determination that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
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The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
- sets forth the basis on which the broker or dealer made the suitability determination; and
- that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
You may face significant restrictions on the resale of your shares due to state “blue sky” laws.
Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.
We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.
Such forward-looking statements include statements regarding, among other things, (i) the potential markets for our products, our potential profitability and cash flows, (ii) our growth strategies, (iii) anticipated trends in the web development and marketing industry, (iv) our future financing plans and (v) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management's Plan of Operation" and "Description of Our Business and Properties," as well as in this Prospectus generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" and matters described in this Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.
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Although forward-looking statements in this Prospectus reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Prospectus. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Prospectus, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our Prospectus which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.
USE OF PROCEEDS
Our Offering is being made on a self underwritten basis - with a minimum of $50,000 in gross proceeds. The table below sets forth the use of proceeds if $50,000 (i.e. gross proceeds of the minimum offering) or $500,000 (i.e. gross proceeds of the maximum offering) of our common stock is sold.
Our Offering is being conducted on a best-efforts minimum 1,000,000/ maximum 10,000,000 basis. The offering scenarios presented below are for illustrative purposes only and the actual amount of proceeds, if any, may differ.
|
Minimum Offering Proceeds (Gross: $50,000) |
Maximum Offering Proceeds ( Gross: $500,000)
|
||||
Gross proceeds |
$ |
50,000 |
|
$ |
500,000 |
|
Offering expenses |
|
9,308 |
|
|
9,308 |
|
Net proceeds |
$ |
40,692 |
|
$ |
490,692 |
|
The net proceeds will be used as follows:
|
|
Minimum Offering Proceeds (Net: $40,692) |
|
|
Maximum Offering Proceeds ( Net: $490,692)
|
Liabilities |
$ |
7,481 |
|
$ |
7,481 |
Website Optimization Package Development |
|
2,500 |
|
|
2,500 |
Ad Serving and Management Solution Development |
|
30,000 |
|
|
30,000 |
Web Developer (Full time), Graphic Designer (Part-time) |
|
- |
|
|
120,000 |
Development of Web Publishing Suite of Services |
|
- |
|
|
300,000 |
General and administrative |
|
711 |
|
|
30,711 |
TOTAL |
$ |
40,692 |
|
$ |
490,692 |
Total offering expenses are approximately $9,308. Of the $9,308, the amounts to be paid from the proceeds for expenses of the offering are: $3,250 for accounting fees; $800 for filing fees; $4,200 for legal fees; $58 for registration fee; and $1,000 for transfer agent fees. We will use the rest of the funds (net of offering expenses)
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for paying off our current liabilities, hiring new personnel and implementation of our business plan.
In the future, in addition to equity financing, we may rely on loans from our Directors and officers to continue our operations; however, there are no assurances that our Directors will provide us with any additional funds. Currently, we do not have any arrangements for additional financing. If we are not able to obtain needed financing and generate sufficient revenue from operations, we may have to cease operations.
DETERMINATION OF OFFERING PRICE
The offering price of $0.05 of our common stock has been arbitrarily determined in order for us to raise up to a total of $500,000 in this Offering and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering. In addition we took into consideration the most recent shares for debt settlement with our directors and officers at a deemed price of $0.05 per share. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.
DILUTION OF THE PRICE PER SHARE
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this Offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. As of February 28, 2011, the net tangible book value of our shares of common stock was $90,319 or approximately $0.023 per share based upon 3,980,000 shares outstanding.
If the maximum number of shares is sold:
Upon completion of this Offering, in the event all of the shares are sold, the net tangible book value of the 13,980,000 shares to be outstanding will be $581,011, or approximately $0.042 per share. The amount of dilution to the shareholders acquiring shares in this offering will be $0.008 per share. The net tangible book value of the shares held by our existing shareholder will be increased by $0.019 per share without any additional investment on their part. The shareholders acquiring shares in this Offering will incur an immediate dilution from $0.05 per share to $0.042 per share.
After completion of this Offering, if 10,000,000 shares are sold, the shareholders acquiring shares in this Offering will own approximately 71.53% of the total number of shares then outstanding for which the shareholders acquiring shares will have made cash investment of $500,000, or $0.05 per share. Our existing shareholders will own approximately 28.47% of the total number of shares then outstanding, for which they have made contributions of cash of $2,700, or $0.001 per share and provided consulting services valued at $64,000.
If the minimum number of shares is sold:
Upon completion of this Offering, in the event 1,000,000 shares are sold, the net tangible book value of the 4,980,000 shares to be outstanding will be $131,011 or approximately $ 0.026 per share. The amount of dilution
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to the shareholders acquiring shares in this offering will be $ 0.024 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.003 per share without any additional investment on their part. The shareholders acquiring shares in this offering will incur an immediate dilution from $0.05 per share to $ 0.026 per share.
After completion of this Offering, if 1,000,000 shares are sold, the shareholders acquiring shares in this Offering will own approximately 20.08% of the total number of shares then outstanding for which the shareholders acquiring shares have made cash investment of $50,000, or $0.05 per share. Our existing shareholders will own approximately 79.92% of the total number of shares then outstanding, for which they have made contributions of cash, totaling $2,700, or $0.001 per share and provided consulting services valued at $64,000.
The following table compares the differences of investment in our shares to the shareholders acquiring shares in this Offering with investment in our shares of our existing stockholders.
Existing stockholders if all of the shares are sold:
Price per share |
$ |
0.001 |
Net tangible book value per share before offering |
$ |
0.023 |
Net tangible book value per share after offering |
$ |
0.042 |
Increase to present stockholders in net tangible book value per share after offering |
$ |
0.019 |
Capital contributions (cash) |
$ |
2,700 |
Number of shares outstanding before the offering |
|
3,980,000 |
Number of shares after offering held by existing stockholders |
|
3,980,000 |
Percentage of ownership after offering |
|
28.47% |
Purchasers of shares in this Offering if all shares sold:
Price per share |
$ |
0.05 |
Dilution per share |
$ |
0.008 |
Capital contributions |
$ |
500,000 |
Number of shares after offering held by public investors |
|
10,000,000 |
Percentage of ownership after offering |
|
71.53% |
Existing stockholders if the minimum number of shares sold:
Price per share |
$ |
0.001 |
Net tangible book value per share before offering |
$ |
0.023 |
Net tangible book value per share after offering |
$ |
0.026 |
Increase to present stockholders in net tangible book value per share after offering |
$ |
0.003 |
Capital contributions (cash) |
$ |
2,700 |
Number of shares outstanding before the offering |
|
3,980,000 |
Number of shares after offering held by existing stockholders |
|
3,980,000 |
Percentage of ownership after offering |
|
79.92% |
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Purchasers of shares in this Offering if the minimum number of shares sold:
Price per share |
$ |
0.05 |
Dilution per share |
$ |
0.024 |
Capital contributions |
$ |
50,000 |
Number of shares after offering held by public investors |
|
1,000,000 |
Percentage of ownership after offering |
|
20.08% |
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
We are offering 1,000,000 shares of common stock minimum, 10,000,000 shares of common stock maximum in a direct public offering, without any involvement of underwriters or broker/dealers. The offering price is $0.05 per share. In the event that 1,000,000 shares are not sold within 180 days of the effective date of our Prospectus, or within an additional 90 days if we choose so, all money received by us will be promptly returned to you with interest and without deduction of any kind. We will return your funds to you in the form of a cashier’s check sent by Federal Express on the 181 st day or, if extended, on the 271 st day. If at least 1,000,000 shares are sold within 180 days of the effective date of our Prospectus or, if extended, within the additional 90 days, all money received by us will be retained by us and there will be no refund. Funds will be held in a separate bank account. Sold securities are deemed securities which have been paid for with collected funds prior to expiration of 180 days or, if extended, 270 days. Collected funds are deemed funds that have been paid by the drawee bank. The foregoing account is not an escrow, trust or similar account. It is merely a separate interest bearing savings account under our control where we have segregated your funds. There is no escrow, trust or similar account in which your subscription will be deposited. Only our officers and directors will have access to the account. You will not have the right to withdraw your funds during the offering. You will only receive your funds back if we do not raise the minimum amount of the offering within 180 days or, if extended, 270 days. As a result, if we are sued for any reason and a judgment is rendered against us, your subscription could be seized in a garnishment proceeding. If we file a voluntary bankruptcy petition or our creditors file an involuntary bankruptcy petition, our assets will be seized by the bankruptcy trustee, including your subscription, and used to pay our creditors. If that happens, you will lose your investment, even if we fail to raise the minimum amount in this offering. As a result, you may lose your entire investment notwithstanding the purported minimum offering provisions because the funds are not held in an escrow account and are potentially subject to creditor claims.
There are no finders involved in our distribution. Officers, directors, affiliates or anyone involved in marketing our shares will not be allowed to purchase shares in the Offering. You will not have the right to withdraw your funds during the Offering. You will only have the right to have your funds returned if we do not raise the minimum amount of the Offering or if there is a material change in the terms of the Offering. The following are material changes that would entitle you to a refund of your money:
- a change in the offering price;
- a change in the minimum sales requirement;
- a change in the amount of proceeds necessary to release the funds held in the separate bank account;
- a change to allow sales to affiliates in order to meet the minimum sales requirement; and
- an extension of the offering period beyond 270 days.
We will sell the shares in this Offering through our Directors, Oleg Gabidulin, Vadim Erofeev, Marina Sherbatenko and Ilia Burakov. They will receive no commission from the sale of any shares. They will not register as a broker-dealer under Section 15 of the Exchange Act in reliance upon Rule 3a4-1.
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Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer. The conditions are that:
1. The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,
2. The person is not compensated in connection with her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;
3. The person is not at the time of their participation, an associated person of a broker-dealer; and,
4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Securities Exchange Act 1934, as amended (the “Exchange Act”), in that she (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and (C) does not participate in selling and offering of securities for any issuer more than once every 12 months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Our Directors and officers are not statutorily disqualified, are not being compensated, and are not associated with a broker-dealer. They are and will continue to be our officers and Directors at the end of the Offering and have not been during the last 12 months and are currently not broker-dealers or associated with a broker-dealer. They have not during the last twelve months and will not in the next 12 months offer or sell securities for another corporation.
Only after our Prospectus is declared effective by the Securities and Exchange Commission (the “Commission”), we intend to distribute this Prospectus to potential investors at meetings and to our friends, business associates and relatives who are interested in us and a possible investment in the Offering. We will not utilize the Internet to advertise our Offering.
Section 15(g) of the Exchange Act
Our shares are covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $160,000 or $300,000 jointly with their spouses).
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.
Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
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Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.
Rule 15g-9 requires broker-dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the NASDs toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons.
The application of the penny stock rules may affect your ability to resell your shares.
Offering Period and Expiration Date
This Offering will start on the date of this Prospectus and continue for a period of up to 180 days, and an additional 90 days, if so elected by our Board of Directors. The extension of an additional 90 days would result in an offering period of up to 270 days total.
Procedures for Subscribing
If you decide to subscribe for any shares in this Offering, you must: (i) execute and deliver a subscription agreement; and (ii) deliver a check, money order or certified funds to us for acceptance or rejection. All checks, money orders or certified funds for subscriptions must be made payable to Liberty Vision, Inc.
Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We are a development stage corporation with limited operations and limited revenues from our business operations. To meet our needs for cash required for the implementation of our business plan we are attempting to raise money from this offering.
If we raise the minimum amount through this offering, we will be able to achieve short term goals of our business plan and to continue operations and remain in business for the next 12 months. If we are unable to generate revenues for any reason, or if we are unable to make a reasonable profit, we may have to cease operations. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and cannot raise it, we will either have to suspend implementation of our business plan until we do raise the cash, or cease operations entirely if revenue from operations will not be sufficient to cover our operating costs.
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If we raise the maximum amount, we believe we can implement our short term and long-term business plan and achieve profitable operations, however, we cannot guarantee that proceeds from this offering will be sufficient for us to continue as going concern for the next five years. If we raise less than the maximum amount and we need more money, we will have to revert to obtaining additional money through a second public offering, a private placement of securities, or loans. Other than as described in this paragraph, we have no other financing plans.
Limited Operating History; Need for Additional Capital
There is limited historical financial information about us upon which to base an evaluation of our performance. We are in the development stage of operations and cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns, such as increases in advertizing and marketing costs, increases in administration expenditures associated with daily operations, increases in accounting and audit fees, increases in legal fees related to filings and regulatory compliance.
We anticipate relying on equity sales of our common stock in order to continue to fund implementation of our business plan. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing for to fund our planned business activities. We may also rely on loans from our Directors; however, there are no assurances that our Directors will provide us with any additional funds.
Currently, we do not have any arrangements for additional financing. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of Operations
From Inception on September 29, 2009 through February 28, 2011.
Our results of operations, as reported in our consolidated financial statements, incorporate results of operations of our wholly owned Canadian subsidiary. All significant intercompany balances and transactions have been eliminated on consolidation.
We were formed on September 29, 2009, and commenced our operations during the year ended February 28, 2010. Liberty Vision, Inc. is a provider of services that enable individuals and small businesses to establish, maintain and evolve an online presence.
During the period from September 29, 2009 (inception), through February 28, 2011, we have generated $128,336 in revenues from sales and incurred $104,717 in operating costs since inception. We generate revenue from sales of our services such as website development, web marketing, social media marketing and search engine optimization consulting. Our cost of revenues consisted of salaries and wages, professional fees, office rent, officers’ compensation expense, and other general and administrative expenses.
As of February 28, 2011, we incurred $104,717 in operating costs including $44,000 for consulting fees; $20,000 for management fees, $20,175 for salaries and wages, $6,493 for rent, $855 for organization costs and $13,194 for other general and administrative costs.
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We have hired consultants in the areas of bookkeeping and accounting. We have retained an attorney in relation to this Registration Statement, and an auditor to audit our financial statements. As of the date of this prospectus we have two full-time employees. We plan to hire additional personnel, subject to financing and our cash flow from operations, within twelve months from the effective date of our registration statement.
Since inception, we have sold 2,700,000 shares of common stock at $0.001 per share to our Directors for total proceeds of $2,700 and issued 1,280,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amounts owed to the Company’s President and Chief Financial Officer for consulting and management services.
Liquidity and Capital Resources
As of February 28, 2011, our total assets of $100,843 consisted of cash of $84,665, accounts receivable of $12,660 and computer equipment of $3,518 and our total liabilities were $10,524 for a total working capital of $86,801. During the period from September 29, 2009 (inception) through February 28, 2011, we have financed our operations through the issuance of 2,700,000 shares of common stock at $0.001 per share to our Directors for total proceeds of $2,700, issuance of 1,280,000 shares of common stock at a deemed price of $0.05 per share for consulting and management services and revenues of $128,336.
As of February 28, 2011, we had cash of $84,665 and accounts receivable of $12,660. We believe that we need approximately an additional $50,000 (gross) to implement our short-term business plan and meet our working capital requirements over the next 12 months. Our intention is to obtain this money through this offering. We intend to use the proceeds from this offering to finance our ongoing operations and implementation of our short-term (12 months) business plan (see Plan of Operations, page 26). As of the date of this Registration Statement we do not have any other arrangements of sources of financing beside anticipated proceeds from this offering and proceeds from future sales.
We anticipate future capital requirements for financing of our ongoing operations to be approximately $100,000 per year. In addition we will require approximately $330,000 over the five-year period for development and introduction of the new products.
To date, our cash flow requirements have been primarily met by cash generated from revenues and equity financings. Management expects to keep operating costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek, in addition to equity financing, other sources of financing (e.g. bank loan, line of credit, shareholder loan) on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all. If we are unable to generate profits sufficient to cover our operating costs or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations. Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company’s operations.
DESCRIPTION OF OUR BUSINESS AND PROPERTIES
You should rely only on the information contained in this Prospectus or any supplement hereto. We have not authorized anyone to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not making an offer to sell the shares in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front cover of this Prospectus regardless of the date of delivery of this Prospectus or any supplement hereto, or the sale of the shares. Our business, financial condition, results of operations and prospects may have changed since that date.
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We were formed on September 29, 2009. Liberty Vision, Inc. is a provider of services that enable individuals and small businesses to establish, maintain and evolve an online presence. We offer a full range of web services, including custom web design, website usability consulting, website maintenance, web analytics implementation, web marketing services, social and viral marketing campaigns and search engine optimization consulting.
On January 27, 2011 we have incorporated a wholly owned (ownership interest 100%) subsidiary Liberty Vision Media, Inc. Our consolidated financial statements include the accounts of our subsidiary. All significant intercompany balances and transactions have been eliminated on consolidation.
References in this Prospectus to Liberty Vision refer to Liberty Vision, Inc. and its subsidiary, on a consolidated basis, unless otherwise indicated or the context otherwise requires.
Web Design and Online Marketing Industry
Web Design
The internet has become the primary source for information for many people as well as a way to purchase goods and services, socialize and access the most up to date news. While most large corporations already use the internet to market and sell to customers around the world, many small and new businesses have not capitalized on the global reach and ease of communication a website provides. In todays world it is essential for companies who want to attract new consumers to have a website that is professional and informative. Many new businesses and small businesses that do not yet have an online presence are using web developers to help design and launch their websites. With a large number of web development companies, both large and small, and the demand for professionally designed websites, the web development industry is highly competitive.
There are many reasons for a business to invest in developing a website. Some advantages of having a website include:
· Businesses with a website are open to customers for business 24 hours a day and potential customers in different time zones do not have to conform to regular office hours in order to purchase products or find more information about a business. Online forms can be used to allow potential customers to request quotes or other information, without the cost of a long distance call.
· A website is also much easier and cost effective to update than any printed material, which allows companies to provide consumers with more comprehensive and up to date information.
· Another advantage of having an online presence is the ability to sell your products through an online store. This allows a potential customer to browse through a companys products and purchase them from the comfort of their homes. It also allows customers to purchase products that are not available in their local stores.
· A website can also be used as an effective recruiting tool. Many businesses are posting job opportunities on their websites as well as descriptions about the companys benefits and culture.
Online Marketing
Online marketing is relatively inexpensive when compared to traditional advertising. Companies can reach a wide audience for a small fraction of a traditional advertising budget. Many consumers now use the internet as one of the primary sources to gather information about companies and purchase goods and services. Online marketing allows companies to target those consumers and bring them directly to their website with a fairly low marketing budget.
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A big advantage of online marketing is the ability to measure statistics easily and relatively inexpensively. Nearly all aspects of an Internet marketing campaign can be tracked, measured, and tested. Companies who use online marketing can use a variety of methods to track the results of their campaigns through the use of such tracking devices as web analytics. Therefore, marketers can determine which messages or offerings are more appealing to the audience. The results of campaigns can be measured and tracked immediately because online marketing initiatives usually require users to click on an advertisement, visit a website, and perform a targeted action. Such measurement cannot be achieved through billboard advertising, where an individual may be interested but has to take additional steps, such as visiting a store or researching online to obtain more information or purchase the product or service being advertised.
Due to the effectiveness of online advertising and the relatively low cost, many companies are now using online marketing alongside traditional marketing. For small businesses that do not have a large marketing budget, online marketing is sometimes the only way they can advertise their business to consumers.
Online Marketing tools include:
- Paid Search Advertising. Paid search advertising refers to search engine advertising such as Google AdWords (Yahoo and MSN have similar paid search programs available). With paid search advertising, companies only pay each time someone clicks from their ad on the search engine (e.g. Google) through to their website. The main benefit of this type of online advertising is an immediate increase in targeted website traffic and potential new clients.
- Email Marketing. Email marketing is an integral part of an effective online marketing strategy. While being targeted, measurable and effective, and at half the cost of traditional direct marketing efforts, e-marketing campaigns and newsletters have provided a form of communication that many companies are now adding to their marketing initiatives.
- Social Media Marketing. Social Media Marketing is a popular web marketing method. With high traffic sites like Facebook, YouTube and Twitter available to help businesses, smart business owners are investing in this highly profitable niche to not only drive traffic to their sites, but to get people talking about their company and its products.
- Blogging. Blogging is another popular online marketing tool that allows companies to write about new developments in their business in an informal and relatable way as well as constantly add new content to their websites and increase their search engine optimization.
Competition
Competition in the web development and online advertising industry is intense and highly fragmented. Our competition is any company that provides one or more of our company’s core service offerings. Our competition includes Advertising Firms, Public Relations Companies, Web Design Companies, Graphic Design Companies, and Search Engine Optimization Firms. Our competitors range in size from small, local independent firms and individuals to very large conglomerates. Such fragmentation can mean that a small business owner can employ more than one web services provider to get a needed mix of web design and online marketing services for their desired budget. The web services industry is always evolving with thousands of new competitors entering the market every year. It is becoming very difficult for companies to distinguish themselves in the market and gain new customers.
In addition to competitors, many businesses are deciding to design their own websites and execute online advertising campaigns themselves, reducing the number of potential customers. There are a large number of
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companies that provide website templates that a business can purchase and change easily, without the need to hire a web development company. While basic coding knowledge is needed to effectively customize a template to fit an individual businesss needs, many new businesses are choosing to use an existing template versus paying for a new website design.
Our Business
Description of Business
Liberty Vision is a full service web design and online marketing agency. We provide services such as web design and development and online marketing solutions that enable small businesses to build and maintain an effective online presence. To date, we have focused on providing one-off services such as development of a fully functioning website to small business clients. We plan to expand our service offerings to include subscription-based service packages.
Our current services include:
Website Development and Consulting
Website Design Services
We design websites to suit small business needs, whether its a fully interactive flash-driven site or a simple informational page. Our custom design service includes the development of a unique website look and layout that is created specifically for our client.
Website Usability Consulting
Through our website usability consulting services, we help our customers ensure that their website is as intuitive and easy to use as possible for their visitors. Areas we consult on include design and layout, information architecture, ease of navigation, functionality, accessibility, content and search engine optimization requirements.
Website Maintenance
Keeping a website up to date is crucial to ensure effective communication with the website visitors and clients of the business. It also improves the website's search engine optimization if the content is being updated on a regular basis.
Web Analytics Implementation
It is essential to know who is coming to a website, where they are coming from, what keywords they are using to find the site, and what they are interested in once they have arrived. Liberty Vision helps with implementation of Google Analytics, a web statistics package that provides all this information.
Paid Search Advertising
Paid search advertising refers to search engine advertising such as Google AdWords (Yahoo and MSN have similar paid search programs available). Search advertisements are targeted to match key search terms (called keywords) entered on search engines. We help our clients manage their search campaigns by:
· Selecting targeted keywords and monitoring their effectiveness.
· Creating relevant ad text that is likely to convert leads into new clients.
· Structuring and optimizing campaigns for better performance and maximum results.
24
· Providing monthly client reporting to communicate the strategies we’ve implemented and recommendations for future improvement.
· Developing and researching possible new avenues of online marketing to build the new client base.
Online Marketing Review
We provide feedback and recommendations on how to improve areas such as: website design and layout, information architecture, ease of navigation, functionality, accessibility, content and search engine optimization requirements.
Landing Page Development
There are times when an advertising campaign needs to send users to a specific 'landing page' on a website as opposed to the homepage or another general site page. We assist with landing page development which is a must have for any sort of paid search advertising.
Blogging
A blog is an efficient way to improve search engine optimization while encouraging repeat visitors and increasing visitor retention. We can implement a customized blog that blends seamlessly into the design of an existing website.
Social and Viral Marketing Campaigns
We help companies to create innovative, interactive online campaigns that build brand awareness.
Social Media Consulting
We provide consulting services on social media outlet management, such as corporate Facebook pages and Twitter account updates.
Custom Facebook Page Design
We help ensure that the company’s presence on Facebook reflects the look and feel of the company's brand and website.
Maintaining and managing an active and effective Twitter account requires regular attention. Our twitter management services include: monitoring the account and Twitter in general, responding to specific comments from followers, responding to general comments related to our client’s business and adding new followers.
Keyword Strategy
Proper keyword selection is the foundation of any good search engine effort. We run predictive queries to determine the level of search traffic and go after terms that have sufficient search volume. Potential for conversion is evaluated against the level of search traffic. Our goal is to get the site high quality traffic, not just quantity. We evaluate the competitiveness of the keywords to be targeted. The level of competitiveness of our client’s keywords helps us to evaluate which In-page and Off- page strategies that will be necessary to get results.
25
In-page Strategy
We review the website to implement changes that are required for the site to rank well for the terms identified in the Keyword Strategy. We examine what impediments are preventing search engine spiders from crawling the site and how they can be rectified.
Content Strategy / Authority Building:
Quality content is one of the fundamental keys to attracting relevant quality links from other sites, and therefore in securing superior search engine rankings. Quality content is the only strategy condoned by Google, Yahoo, and Bing.
With the advent of Universal Search, many types of content now exist, and provide opportunities to rank. Some opportunities are:
a. textual content
b. images/picture
c. videos
d. user ratings and reviews
e. widgets and calculators
f. user generated content
g. press releases/news
h. location on a map (Google Local)
When done properly, content is not only distinctive, but can position the author as an authority in his/her space. Being viewed as an authority has many advantages, including the attraction of many more opportunities related to quality relevant links.
Plan of Operations
We expect to complete our offering within three to six months from the effective date of our registration statement.
To date, we have focused on providing individualized services to clients on a contract basis. Our plan over the next twelve months is to expand our client base, to develop a suite of subscription-based services that will allow us to generate a steady stream of revenue and to incorporate online ad management services to our services offered.
We plan to develop a suite of subscription-based services to offer to our existing clients and to new customers starting in the fourth quarter of 2011. The scope of services offered will depend on the amount raised through this offering.
If we raise the minimum amount, we plan to develop and offer the following services:
a) Website Optimization Monthly Package.
In order to receive the most effective results from website optimization, SEO solutions should be implemented and refined on an ongoing basis. Regular optimization efforts are very important, as search engines are known for revising their algorithms. We plan to offer 3-4 different packages of monthly website optimization services, based on service hours provided. The allotment of hours may be used towards solutions such as keyword research, SEO copywriting, optimized website coding, naming strategy improvements, internal link building or inbound link building. We expect to spend approximately $2,500 to develop this service.
26
b) Ad Serving and Management.
Our customers may want to serve online ads on their website, or may need to implement a Pay Per Click advertising campaign to advertise their goods and services. We plan to develop a range of services to address both publishers (websites that serve ads from ad networks) and advertisers needs. By purchasing a monthly subscription package, a Liberty Vision client will get custom designed ads, whether text-only or graphic banners, management, scheduling and prioritizing of their ads, and implementation with online ad serving solutions such as Google DoubleClick for Publishers or Google Adwords. We expect to spend approximately $30,000 to develop this range of services.
If we do not sell the minimum amount of shares, we will be forced to indefinitely postpone the development and launch of these services.
If we raise the maximum amount, we plan to develop and offer the Website Optimization Monthly Package and Ad Serving and Management services, as well as, hire a full-time web developer and a part-time graphic designer. We expect these hires to cost approximately $120,000 per year. All future hiring will be subject to financing and sufficient cash flow from operations. If we raise the minimum amount of proceeds from this offering we may not be able to hire additional employees.
Additionally, we plan to develop a suite of services that will allow a customer to design, build and publish their own website using a simple interface that does not require any knowledge of HTML coding. We expect to spend approximately $300,000 on this project and launch it within 2 years of completion of the offering, if we raise the maximum amount. The project will consist of a standalone website that will feature monthly subscription-based websites that the user can create, edit and publish using a simple intuitive interface.
Long-term Plan of Operations
Our long-term, five-year plan is to expand our client base, introduce new services subject to financing and sufficient cash flow from operations, and continue marketing our services to potential clients. There is no assurance we will be successful in completing our short-term plan of operations or achieving profitable operations necessary to implement our long-term plan.
Financing
We intend to raise a minimum of $50,000 and up to a maximum of $500,000 of gross proceeds from this Offering. Management believes that if we raise the minimum amount we will have sufficient cash flow to implement our short-term business plan and to meet our capital requirements for at least the next 12 months. Management expects to keep operating costs to a minimum until cash is available through financing or operating activities. If we are unable to generate profits or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations.
Description of Property
We do not hold ownership or leasehold interest in any property.
DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
Our executive officers and Directors and their respective ages as of the date of this Prospectus are as follows:
27
The Directors will serve as Directors until our next annual shareholder meeting or until a successor is elected who accepts the position. Directors are elected for one-year terms. Officers hold their positions at the will of the Board of Directors, absent any employment agreement. There are no arrangements, agreements, or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of Liberty Vision affairs.
Oleg Gabidulin. Mr. O.Gabidulin earned his Information Systems and Technology engineering degree from Moscow Technical University of Communications and Informatics (MTUCI). For the past eleven years he has worked as a freelance computer programmer and designer on a contract basis.
Vadim Erofeev. Mr. V.Erofeev holds a Master of Engineering in Logistics degree and has more than twenty years experience in the field of logistics and supply chain management. For the past seven years, Mr. Erofeev has operated his own logistics and freight management company Erofeev Logistics Inc.
Marina Sherbatenko. Mrs. M.Sherbatenko holds degree in Information Management. Throughout her career she had worked as an Engineer of Automation and Control Systems, and for the past six years has been employed by Arbis Soft, where she is involved in consulting, project management, technical support, automation software design and development.
Ilia Burakov. Mr. I.Burakov studied computer science and is currently employed by Atapy Software, a company that specializes in contract programming in the fields of OCR/ICR, document imaging/management and data capture as a software developer.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation paid by us to our officers from inception on September 29, 2009 through February 28, 2011, our fiscal year end.
28
Summary Compensation Table
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
Pension |
|
|
|
|
|
|
|
|
|
Value & |
|
|
|
|
|
|
|
|
|
Nonquali- |
|
|
|
|
|
|
|
|
Non-Equity |
fied |
|
|
|
|
|
|
|
|
Incentive |
Deferred |
All |
|
|
|
|
|
|
|
Plan |
Compen- |
Other |
|
|
|
|
|
Stock |
Option |
Compen- |
sation |
Compen- |
|
Name and Principal |
|
Salary |
Bonus |
Awards |
Awards |
sation |
Earnings |
sation |
Totals |
Position [1] |
Year |
($)** |
($) |
($) |
($) |
(S) |
($) |
($)* |
($) |
Oleg Gabidulin |
2011 |
10,000 |
0 |
0 |
0 |
0 |
0 |
14,000 |
24,000 |
President, CEO |
2010 |
0 |
0 |
0 |
0 |
0 |
0 |
8,000 |
8,000 |
|
|
|
|
|
|
|
|
|
|
Vadim Erofeev, CFO, |
2011 |
10,000 |
0 |
0 |
0 |
0 |
0 |
14,000 |
24,000 |
Treasurer, |
2010 |
0 |
0 |
0 |
0 |
0 |
0 |
8,000 |
8,000 |
|
|
|
|
|
|
|
|
|
|
Marina Sherbatenko |
2011 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Secretary |
2010 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
|
|
|
|
|
|
|
|
|
|
* - The company's president and chief financial officer provided consulting services to the company as per unwritten arrangement with the company at $2,000 per month during the period from November 1, 2009 to September 30, 2010. These services include: overseeing daily operations; identifying new customers, corresponding with customers, vendors, business partners, professional firms and regulatory authorities; monitoring the companys reporting and compliance activities.
** - The company's president and chief financial officer provided consulting services to the company as per Consulting Agreements with the company at $2,000 per month during the period from October 1, 2010 to February 28, 2011. These services include: implementing new business opportunities, overseeing daily operations; identifying new customers, corresponding with customers, vendors, business partners, professional firms and regulatory authorities; monitoring the companys reporting and compliance activities.
We have entered into Consulting Agreements with Oleg Gabidulin, our President, and Vadim Erofeev, our Chief Financial Officer, on September 30, 2010 (Exhibits 10.1 and 10.2). During the period from November 1, 2009 to September 30, 2010, both Mr. Gabidulin and Mr. Erofeev provided consulting services to the company as per unwritten arrangement at $2,000 per month. On February 16, 2011 the Company issued 1,280,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amounts totalling $64,000 owed to the Companys President and Chief Financial Officer.
The following table sets forth information with respect to compensation paid by us to our directors during the period from inception on September 29, 2009 through February 28, 2011.
29
Director Compensation Table
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
Pension |
|
|
|
Fees |
|
|
|
Value and |
|
|
|
Earned |
|
|
Non-Equity |
Nonqualified |
All |
|
|
or |
|
|
Incentive |
Deferred |
Other |
|
|
Paid in |
Stock |
Option |
Plan |
Compensation |
Compen- |
|
|
Cash |
Awards |
Awards |
Compensation |
Earnings |
sation |
Total |
Name |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
|
|
|
|
|
|
|
|
Oleg Gabidulin |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Vadim Erofeev |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Marina Sherbatenko |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Ilia Burakov |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
|
|
|
|
|
|
|
|
All compensation received by our officers and directors has been disclosed. There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Compensation of Directors
Our directors do not receive any compensation for serving as a member of the board of directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the ownership, as of February 28, 2011, and April 12, 2011 of our common stock by each of our Directors, and by all executive officers and Directors as a group, and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of February 28, 2011, and April 12, 2011, there were 3,980,000 common shares issued and outstanding. All persons named have sole voting and investment power with respect to the shares, except as otherwise noted.
30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have not entered into transactions with our officers, Directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock or family members of these persons wherein the amount involved exceeds the lesser of $120,000 or one percent company's total assets at year end for the last completed fiscal year.
The President of the Company provides management consulting services to the Company. During the year ended February 28, 2011, management consulting services of $24,000 (February 28, 2010: $8,000) were charged to operations. During the last quarter of fiscal 2011 the Company issued 640,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amount owed to the Companys President.
The Chief Financial Officer of the Company provides consulting services to the Company. During the year ended February 28, 2011, consulting services of $24,000 (February 28, 2010: $8,000) were charged to operations. During the last quarter of fiscal 2011 the Company issued 640,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amount owed to the Companys Chief Financial Officer.
In addition during the period from September 29, 2009 (inception) to February 28, 2011, the Company issued 2,700,000 shares of common stock at $0.001 per share to its Directors and officers for total proceeds of $2,700.
We did not have any promoters besides our directors at any time during the past five fiscal years.
31
DESCRIPTION OF SECURITIES
Common Stock
The authorized capital stock of Liberty Vision, Inc. consists of 75,000,000 common shares, $0.001 par value. Holders of the common stock have no preemptive rights to purchase additional shares of common stock or other subscription rights. The common stock carries no conversion rights and is not subject to redemption or to any sinking fund provisions. All shares of common stock are entitled to share equally in dividends from sources legally available, therefore, when, as and if declared by the Board of Directors, and upon liquidation or dissolution of Liberty Vision, whether voluntary or involuntary, to share equally in the assets of Liberty Vision available for distribution to stockholders.
The Board of Directors is authorized to issue additional shares of common stock not to exceed the amount authorized by Liberty Vision' Articles of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action.
Voting Rights
Each holder of common stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote. Since the shares of common stock do not have cumulative voting rights, the holders of more than 50% of the shares voting for the election of Directors can elect all the Directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to the Board of Directors.
Dividend Policy
Holders of Liberty Vision common stock are entitled to dividends if declared by the Board of Directors out of funds legally available. Liberty Vision does not anticipate the declaration or payment of any dividends in the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy will be subject to the discretion of the Board of Directors and will be contingent upon future earnings, if any, Liberty Vision financial condition, capital requirements, general business conditions, and other factors. Therefore, there can be no assurance that any dividends of any kind will ever be paid.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares of our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
SHARES ELIGIBLE FOR FUTURE SALE
The re-sales of 10,000,000 shares of common stock registered in this Offering must either be registered or rely upon an exemption from registration.
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No shares held by our "affiliates" (officers, directors or 10% shareholders) are being registered hereunder. Our 3,980,000 issued and outstanding shares have been held since February, 2011, and are subject to the sale limitations imposed by Rule 144. Under Rule 144, since our Directors an affiliate as defined in that rule, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition.
The eventual availability for sale of substantial amounts of common stock under Rule 144 could adversely affect prevailing market prices for our securities.
ANTI-TAKEOVER PROVISIONS
There are no Nevada anti-takeover provisions that may have the effect of delaying or preventing a change in control.
LEGAL PROCEEDINGS
No officer, Director, or persons nominated for these positions, and no promoter or significant employee of our corporation has been involved in legal proceedings that would be material to an evaluation of our management. We are not aware of any pending or threatened legal proceedings which involve Liberty Vision, Inc.
During the past ten years, Mr. Gabidulin, Mr. Erofeev, Mrs. Sherbatenko and Mr. Burakov have not been the subject of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr. Gabidulin, Mr. Erofeev, Mrs. Sherbatenko or Mr. Burakov were a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Gabidulin’s, Mr. Erofeev’s, Mrs. Sherbatenko’s or Mr. Burakov’s involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our Directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.
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INTEREST OF NAMED EXPERTS AND COUNSEL
Our financial statements included in this Prospectus and the Registration Statement have been audited by Ronald R. Chadwick P.C., Registered Certified Public Accountants, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
Synergen Law Group, our legal counsel, has provided an opinion on the validity of our common stock. We retained the counsel solely for the purpose of providing this opinion and have not received any other legal services from this firm.
ADDITIONAL INFORMATION
We have filed with the Commission a Registration Statement on Form S-1 under the 1933 Act with respect to the securities offered by this Prospectus. This Prospectus, which forms a part of the Registration Statement, does not contain all the information set forth in the Registration Statement, as permitted by the rules and regulations of the Commission. For further information with respect to us and the securities offered by this Prospectus, reference is made to the Registration Statement. The Registration Statement and other information may be read and copied at the Commissions Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission.
REPORTS TO SECURITY HOLDERS
Upon effectiveness of this Prospectus, we will be subject to the reporting and other requirements of the Exchange Act and we intend to furnish our shareholders annual reports containing financial statements audited by our registered independent auditors and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year.
FINANCIAL STATEMENTS
34
LIBERTY VISION, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2011 AND 2010
Consolidated Statements of Operations for the Year Ended February 28, 2011, for the
period from Inception through February 28, 2010, and Cumulative from Inception
Consolidated Statement of Stockholders Equity for the period from Inception
through February 28, 2011
Consolidated Statements of Cash Flows for the
Year Ended February 28, 2011, for the
period from Inception through February 28, 2010,
and Cumulative from Inception
Financial Statements
Consolidated Balance Sheets as of February 28, 2011, and 2010
F-2
F-3
F-4
F-5
Notes to Consolidated Financial Statements
February 28
, 2011 and 2010
F-6
F-1
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
Board of Directors
Liberty Vision, Inc.
Carson City, Nevada
I have audited the accompanying consolidated balance sheets of Liberty Vision, Inc. (a development stage company) as of February 28, 2011 and 2010 and the related consolidated statements of operations, stockholders' equity and cash flows for the year ended February 28, 2011, the period from September 29, 2009 (inception) through February 28, 2010, and for the period from September 29, 2009 (inception) through February 28, 2011. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Liberty Vision, Inc. as of February 28, 2011 and 2010, and the consolidated results of its operations and its cash flows for the year ended February 28, 2011, the period from September 29, 2009 (inception) through February 28, 2010, and for the period from September 29, 2009 (inception) through February 28, 2011 in conformity with accounting principles generally accepted in the United States of America.
Aurora, Colorado /s/ Ronald R. Chadwick, P.C.
March 22, 2011 RONALD R. CHADWICK, P.C.
F-2
F-3
F-4
F-5
F-6
LIBERTY VISION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2011 AND 2010
NOTE 1 – ORGANIZATION AND OPERATIONS
Liberty Vision, Inc. (the “Company”), was incorporated under the laws of the State of Nevada on September 29, 2009. The Company is in the development stage, and its business plan is to provide web design and web marketing services for private and public companies.
On January 27, 2011, the Company formed a wholly owned subsidiary, Liberty Vision Media, Inc., an Ontario, Canada Corporation (“LVMI”).
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The accompanying consolidated financial statements include all of the accounts of the Company as of February 28, 2011 and 2010, and for the year ended February 28, 2011, and for the period from September 29, 2009 (inception) through February 28, 2010, and cumulative from inception. LVMI is included as of February 28, 2011 and for the period from September 29, 2009 (date of formation) through February 28, 2011 . All intercompany balances and transactions have been eliminated.
Development stage company
The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification . Although the Company has recognized sufficient revenue to cover its operating costs, the Company is still devoting substantially all of its efforts on establishing the business. All retained earnings accumulated since inception have been considered as part of the Company’s development stage activities.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Significant estimates include the estimated useful lives of property and equipment, software copyright and technology. Actual results could differ from those estimates.
Fiscal year end
The Company elected February 28 as its fiscal year end date.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.
Accounts receivable
Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing
F-7
accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense is included in general and administrative expenses, if any. At February 28, 2011, there was no allowance for doubtful accounts.
Outstanding account balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
The Company does not have any off-balance-sheet credit exposure to its customers.
Property and equipment
Property and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life. At February 28, 2011 and 2010 the Company had an office equipment balance of $3,518 and $Nil. No depreciation expense was recorded for 2011 and 2010 since the equipment was purchased at the end of fiscal 2011.
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
|
|
|
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. |
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid rent, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at February 28, 2011; no gains or losses are reported in the consolidated statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the year ended February 28, 2011, for the period from September 29, 2009 (inception) through February 28, 2010, and cumulative since inception.
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Revenue recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (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. The Company derives its revenues from sales contracts with its
F-8
customer with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.
Foreign currency transactions
The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company’s reporting currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the reporting currency and the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows upon settlement of the transaction. That increase or decrease in expected reporting currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.
Income taxes
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.
The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification . Paragraph 740-10-25-13 .addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13 , the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.
Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13 .
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There were no potentially dilutive shares outstanding at the reporting date for the year ended February 28, 2011, for the period from September 29, 2009 (inception) through February 28, 2010, and cumulative since inception.
F-9
Cash flows reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (Indirect method) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification .
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued . Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recently issued accounting pronouncements
In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements , which provides amendments to Subtopic 820-10 that requires new disclosures as follows:
1. Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
2. Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).
This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
1. Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
2. Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.
This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
In April 2010, the FASB issued ASU No. 2010-13, CompensationStock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (ASU 2010-13). This update provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entitys equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010.
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In August 2010, the FASB issued ASU 2010-21, Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies (ASU 2010-21) , was issued to conform the SECs reporting requirements to the terminology and provisions in ASC 805, Business Combinations , and in ASC 810-10, Consolidation . ASU No. 2010-21 was issued to reflect SEC Release No. 33-9026, Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies, which was effective April 23, 2009. The ASU also proposes additions or modifications to the XBRL taxonomy as a result of the amendments in the update.
In August 2010, the FASB issued ASU 2010-22, Accounting for Various Topics: Technical Corrections to SEC Paragraphs (ASU 2010-22) , which amends various SEC paragraphs based on external comments received and the issuance of SEC Staff Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain SAB topics. The topics affected include reporting of inventories in condensed financial statements for Form 10-Q, debt issue costs in conjunction with a business combination, sales of stock by subsidiary, gain recognition on sales of business, business combinations prior to an initial public offering, loss contingent and liability assumed in business combination, divestitures, and oil and gas exchange offers.
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 IntangiblesGoodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (ASU 2010-28). Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations (ASU 2010-29). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only.
The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
NOTE 3 RELATED PARTY TRANSACTIONS
Consulting services from President and Chief Financial Officer
The President of the Company provides management consulting services to the Company. During the year ended February 28, 2011, management consulting services of $24,000 (February 28, 2010: $8,000) were charged to operations. During the last quarter of fiscal 2011 the Company issued 640,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amount owed to the Companys President.
The Chief Financial Officer of the Company provides consulting services to the Company. During the year ended February 28, 2011, consulting services of $24,000 (February 28, 2010: $8,000) were charged to operations. During the last quarter of fiscal 2011 the Company issued 640,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amount owed to the Companys Chief Financial Officer.
NOTE 4 STOCKHOLDERS EQUITY
Common stock
The Company was incorporated on September 29, 2009 and is authorized to issue up to 75,000,000 shares of common stock with $0.001 par value.
F-11
On February 5, 2011, the Company sold 2,700,000 shares of common stock at par to the Company Directors for $2,700 in cash.
On February 16, 2011 the Company issued 1,280,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amounts owed to the Companys President and Chief Financial Officer.
NOTE 5 INCOME TAX
Deferred tax assets
At February 28, 2011 and 2010, the Company had net operating income of $21,886 and $1,733 respectively. As a result the company was not qualified for deferred tax benefits that may be offset against future taxable income.
NOTE 6 SUBSEQUENT EVENTS
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed .
F-12
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses to be paid in connection with the common stock being registered, all of which will be paid by Liberty Vision, Inc. (on behalf of itself and the selling stockholders) in connection with this Offering. All amounts are estimates:
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Accounting and audit fees |
$ |
3,250 |
Filing fees |
|
800 |
Legal fees and expenses |
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4,200 |
Securities and Exchange Commission registration fee |
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58 |
Transfer Agent Fees |
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1,000 |
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Total: |
$ |
9,308 |
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IDEMNIFICATION OF DIRECTORS AND OFFICERS
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or Director who is made a party to any proceeding, including a lawsuit, because of his/her position, if he/she acted in good faith and in a manner he/she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or Director is successful on the merits in a proceeding as to which he/she is to be indemnified, we must indemnify him/her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or Director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to Directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
RECENT SALES OF UNREGISTERED SECURITIES
We completed an offering of 2,700,000 shares of our common stock at a price of $0.001 per share to our Directors Oleg Gabidulin (1,000,000), Vadim Erofeev (500,000), Marina Sherbatenko (700,000) and Ilia Burakov (500,000) on February 5, 2011. The total amount received from this Offering was $2,700. We completed this offering pursuant to Regulation S of the Securities Act.
On February 16, 2011 we issued 640,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amounts owed to the Companys President and Chief Financial Officer.
The offer and sale of all shares of our common stock listed above were affected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Regulation S promulgated under the Securities Act. The investor acknowledged the following: subscriber is not a United States Person, nor is the subscriber acquiring the shares directly or indirectly for the account or benefit of a United States Person. None of the funds used by the subscriber to purchase the units have been obtained from United States Persons. For purposes of the Subscription Agreement, United States Person within the meaning of U.S. tax laws, means a citizen or resident
II-1
of the United States, any former U.S. citizen subject to Section 877 of the Internal Revenue Code, any corporation, or partnership organized or existing under the laws of the United States of America or any state, jurisdiction, territory or possession thereof and any estate or trust the income of which is subject to U.S. federal income tax irrespective of its source, and within the meaning of U.S. securities laws, as defined in Rule 902(o) of Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if organized under the laws of any foreign jurisdiction, and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENT SCHEDULES
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
EXHIBITS
The exhibits listed under here below are filed as part of this Form S-1:
3.1 |
Articles of Incorporation |
3.2 4.2 |
Bylaws Subscription Agreement |
5.1 |
Legal Opinion |
10.1 |
Consulting Agreement , President |
10.2 |
Consulting Agreement, C.F.O. |
10.3 |
Debt Settlement Agreement, President |
10.4 |
Debt Settlement Agreement, C.F.O. |
23.1 |
Consent of Independent Registered Certified Public Accountants
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UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a post- effective amendment to this registration statement to:
(a) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(b) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this 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
II-2
deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus 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
(c) include any additional or changed material information on the plan of distribution.
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, 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 hereby which remain unsold at the termination of the offering.
4. That, for determining our liability under the Securities Act to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities 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, we 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 that we file relating to the offering required to be filed pursuant to Rule 424 (Section 230.424 of this chapter);
(ii) any free writing prospectus relating to the offering prepared by or on our behalf or used or referred to by us;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about us or our securities provided by or on behalf of us; and
(iv) any other communication that is an offer in the offering made by us to the purchaser.
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
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In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we 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 is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Durham, State of North Carolina, on April 12, 2011.
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Liberty Vision, Inc. |
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By: |
/s/ Oleg Gabidulin |
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Oleg Gabidulin |
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President, Chief Executive Officer (Principal Executive Officer) and Director |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURES |
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TITLE |
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DATE |
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/s/ Oleg Gabidulin |
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President, CEO and Director |
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April 12, 2011 |
Oleg Gabidulin |
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/s/ Vadim Erofeev |
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Treasurer, CFO, Principal Accounting Officer, Principal Financial Officer and Director |
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April 12, 2011 |
Vadim Erofeev
/s/ Marina Sherbatenko |
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Secretary and Director |
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April 12, 2011 |
Marina Sherbatenko
/s/ Ilia Burakov |
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Director |
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April 12, 2011 |
Ilia Burakov |
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II-4
BYLAWS
of
LIBERTY VISION, INC.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.
Section 6 - Quorum
a) No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.
b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.
c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.
Section 7 - Voting
Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.
Section 8 - Motions
No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.
Section 10 - Dispute as to Entitlement to Vote
In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.
Section 11 - Proxy
a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a shareholder of the Corporation.
b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.
b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.
c) A casual vacancy occurring in the Board may be filled by the remaining Directors.
d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.
e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
a) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 3 - Meetings of Directors
a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.
b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.
c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.
d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.
e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.
f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.
g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.
h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.
i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.
j) All Directors of the Corporation shall have equal voting power.
Section 4 - Removal
One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.
Section 5 - Committees
a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.
b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
a) The Corporations officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice
presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.
b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.
c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.
Section 2 - Resignation
Any officer may resign at any time by giving written notice of such resignation to the Corporation.
Section 3 - Removal
Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
Section 4 - Remuneration
The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 5 - Conflict of Interest
Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.
ARTICLE IV: SHARES OF STOCK
Section 1 - Certificate of Stock
a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.
b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
e) if a share certificate:
(i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or
(iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.
Section 2 - Transfers of Shares
a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.
b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
Section 3 - Record Date
a) The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.
b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.
Section 4 - Fractional Shares
Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.
ARTICLE V: DIVIDENDS
a) Dividends may be declared and paid out of any funds available therefore, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.
b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:
(i) a majority of the current shareholders of the class or series to be issued approve the issue; or
(ii) there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.
ARTICLE VI: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and
(iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).
b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.
ARTICLE VII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.
ARTICLE VIII: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.
ARTICLE IX: AMENDMENTS
Section 1 - By Shareholders
All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.
Section 2 - By Directors
The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.
ARTICLE X: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.
b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to:
(i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;
(ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;
(iii) a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.
d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.
e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.
ARTICLE XI: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation.
ARTICLE XII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.
CERTIFIED TO BE THE BYLAWS OF:
LIBERTY VISION, INC.
per:
/s/Oleg Gabidulin
OLEG GABIDULIN , President
SUBSCRIPTION AGREEMENT
LIBERTY VISION, INC.
2530 Meridian Parkway, Unit 200
Durham, NC 27713
The undersigned (the "Purchaser") hereby irrevocably subscribes for and agrees to purchase the number of shares of common stock in the capital of Liberty Vision, Inc. (the Company), a Nevada company, disclosed on page 5 of this Agreement at a price of US$0.05 per share for the aggregate price disclosed on page 5 of this Agreement (U.S. dollars) (the "Funds"). Together with this Subscription Agreement, the Purchaser is delivering to the Company the full amount of the purchase price for the Shares in respect of which it is subscribing.
1. Terms. The Company is offering a minimum of 1,000,000 and up to a maximum of 10,000,000 shares of common stock (the Offering). Funds from this Offering will be placed in a separate, non-interest bearing bank account. This account is not an escrow, trust or similar account. The Company will hold the Funds in this account until the Company receives a minimum of $50,000, at which time the Funds will be appropriated by transferring to the Companys current bank account. Any Funds received by the Company thereafter will be immediately available for the Company use.
If the Company does not receive the minimum amount of $50,000 within 180 days of the effective date of the Company Prospectus, or within an additional 90 days, if the Company extends the offering period, all Funds will be promptly returned to the Purchasers acquiring shares in this Offering without a deduction of any kind. During the 180 day period and possible additional 90 day period, no funds will be returned to the Purchasers acquiring shares in this Offering. The Purchasers acquiring shares in this Offering will only receive a refund of the Funds if the Company does not raise a minimum of $50,000 within the 180 day period referred to above, which could be expanded by an additional 90 days at the Companys discretion for a total of 270 days.
Officers, Directors, affiliates or anyone involved in marketing of the Company shares will not be allowed to purchase shares in the Offering. The Purchaser will not have the right to withdraw the subscription funds advanced to the Company during the Offering period of up to 270 days. The Purchaser will only have the right to have the funds returned if the Company does not raise the minimum amount of the Offering, or if there is a material change in the terms of the Offering. The following are material changes that would entitle the Purchaser to a refund of the Funds:
- a change in the offering price;
- a change in the minimum sales requirement;
- a change in the amount of proceeds necessary to release the funds held in the separate bank account;
- a change to allow sales to affiliates in order to meet the minimum sales requirement; and
- an extension of the offering period beyond 270 days.
If any of the above material changes occur, a new offering may be made by means of a post-effective amendment.
2. Purchasers Representation and Warranties. In order to induce the Company to accept this subscription, the Purchaser hereby represents and warrants to, and covenants with, the Company as follows:
A. The Purchaser is a resident of the State/Country ______________________________;
(Print name of state/country)
B. The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement is a legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms;
C. The Purchaser agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Act;
3. Company Representations. The Company represents and warrants to the Purchaser that:
A. The Company is duly incorporated under the laws of the State of Nevada and is in good standing in accordance with all applicable federal and state laws;
B. The execution, delivery and performance of this Agreement by the Company and the performance of its obligations hereunder do not and will not constitute a breach or violation of any of the terms and provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Companys Articles of Incorporation or By-laws, (ii) any indenture, mortgage, deed of trust, agreement or any instrument to which the Company is a party or by which it or any of its property is bound, (iii) any applicable statute or regulation, or (iv) any judgment, decree or order of any court or government body having jurisdiction over the Company or any of its property;
C. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within the Companys corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of the Company;
D. There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof;
E. The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of
any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or
other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties;
F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to this Agreement.
4. Non-Binding Until Accepted. The Purchaser understands that this subscription is not binding upon the Company until the Company accepts it, which acceptance is at the sole discretion of the Company and is to be evidenced by the Companys execution of this Agreement where indicated. The funds advanced by the Purchaser cannot be used by the Company until the Company has accepted the subscription, executed this Agreement and the minimum amount of $50,000 will be raised from all purchasers collectively within 180 days of the effective date of the Companys Prospectus, or, if extended, within additional 90 days.
5. Non-Assignability. Neither this Agreement nor any of the rights of the Purchaser hereunder may be transferred or assigned by the Purchaser.
6. Modification/Entire Agreement.
This Agreement:
a) May only be modified by a written instruction executed by the Purchaser and the Company;
b) Sets forth the entire agreement of the Purchaser and the Company with respect to the subject matter hereof; and
c) Shall enure to the heirs, legal representatives, successors and permitted assigns.
7. Governing Law. This Agreement will be construed and enforced in accordance with and governed by the laws of the State of Nevada.
8. Notices. All Notices or other communication hereunder shall be in writing and shall be deemed to have been duly given if delivered personally (including courier service) or mailed by certified or registered mail, return receipt requested, postage prepaid.
IN WITNESS WHEREOF the Purchaser has executed this Securities Subscription Agreement on the date set forth below.
The Subscriber hereby offers to subscribe for ___________ Shares on the terms and conditions of this Agreement and agrees to pay the Funds and delivers herewith a certified check, money order or bank draft in the sum of $ ____________(U.S.) made payable to the Company.
DATED: _________________________
(sign below if Subscriber is an individual)
SIGNED, SEALED AND DELIVERED by the Subscriber in the presence of:
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Signature of the Subscriber
Printed Name of Subscriber
Residential Address of Subscriber
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(sign below if Subscriber is a corporation)
EXECUTED by ___________________________ in the presence of:
Witness |
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___________________________ per:
Authorized Signatory |
Acceptance by the Company
This Agreement is accepted by the Company as of the ____ day of _________, .
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LIBERTY VISION, INC.
per:
Authorized Signatory |
April 11, 2011 | ||
Board of Directors | Via Email Only | |
Liberty Vision, Inc. | ||
2530 Meridian Parkway, Suite 200 | ||
Durham, NC 27713 | ||
Re: | Legal Opinion Pursuant to SEC Form S-1 | |
Registration Statement Liberty Vision, Inc. | ||
Dear Lady and Gentel men : |
You have requested my opinion as special counsel for Liberty Vision, Inc., a Nevada corporation (the "Company") for the limited purpose of rendering this opinion in connection with the Company's Registration Statement on Form S-1 and the Prospectus included therein (collectively the "Registration Statement") relating to a proposed offering by the Company to the public of a minimum of 1,000,000 and a maximum of 10,000,000 shares of the Company's Common Stock, $0.001 par value (the "Shares"), to be filed with the Securities and Exchange Commission.
The foregoing opinion is limited to the federal laws of the United States of America and the General Corporation Law of the State of Nevada, including all statues, including the rules and regulations underlying those provisions, applicable judicial and regulatory determinations, and provisions of the Nevada Constitution that affect the interpretation of the General Corporation Law of the State of Nevada.
The Shares are to be offered by the Company in a best efforts, direct public offering without any involvement of underwriters, as described in the Registration Statement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, certificates and written and oral statements of officers and accountants of the Company and of public officials, and other documents that we have considered necessary and appropriate for this opinion.
Upon the basis of the foregoing, we are of the opinion that the Shares, when sold pursuant to and in accordance with the Registration Statement and the documents described therein, will be validly issued, fully paid and nonassessable.
DEL MAR OFFICE | SOUTH BAY OFFICE | |
12625 H IGH B LUFF D RIVE , S UITE 111 | T EL . 619.475.7882 | 819 A NCHORAGE P LACE , S UITE 28 |
S AN D IEGO , C ALIFORNIA 92130 | F AX . 866.352.4342 | C HULA V ISTA , C ALIFORNIA 91914 |
Board of Directors
April 11, 2011
P a ge
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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, the use of our name under the caption "Interest of Named Experts and Counsel" in the Registration Statement.
Regards,
SYNERGEN LAW GROUP
/s/ Karen A. Batcher
Karen A. Batcher, Esq.
kbatcher@synergenlaw.com
Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the Agreement ) made as of the 30 th day of September, 2010.
BETWEEN:
LIBERTY VISION, INC. , a corporation incorporated under the laws of the State of Nevada
(the Company )
- and -
OLEG GABIDULIN, an individual of 2530 Meridian Parkway, Unit 200, Durham, NC 27713
(the Consultant )
WHEREAS the Company is desirous of engaging the Consultant and the Consultant is desirous of accepting such mandate, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
NOW THEREFORE
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The Consultant will provide services to the Company in his capacity as the President and Chief Executive Officer of the Company. In this capacity the Consultant will fulfill all senior officer duties as required by the Company including sourcing and implementing new business opportunities, raising financing reasonably required from time to time by the Company, overseeing a coordinator for all required accounting, reporting and disclosure and fulfilling any other needed non-administrative functions (the Consulting Services ). |
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In consideration of the provisions of the Consulting Services, the Company shall pay to the Consultant the sum of US$2,000 per month, on the 15 th day of each calendar month for the duration of the Agreement. The first monthly payment shall be due on October 15, 2010. |
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This Consulting Agreement shall continue indefinitely unless terminated by either party with sixty (60) days advance written notice to the other party. |
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This Agreement shall be governed by the laws of the State of Nevada, without reference to conflict of laws principles. |
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This Consulting Agreement may be executed in counterparts, which execution may be by facsimile, each of which shall be an original, but all of which shall constitute one and the same agreement. |
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IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day and year first above written. |
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LIBERTY VISION, INC. |
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By: |
/s/Vadim Erofeev |
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Authorized Signatory |
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OLEG GABIDULIN |
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By: |
/s/ Oleg Gabidulin | |
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Oleg Gabidulin |
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Exhibit 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the Agreement ) made as of the 30 th day of September, 2010.
BETWEEN:
LIBERTY VISION, INC. , a corporation incorporated under the laws of the State of Nevada
(the Company )
- and -
VADIM EROFEEV, an individual of 2530 Meridian Parkway, Unit 200, Durham, NC 27713
(the Consultant )
WHEREAS the Company is desirous of engaging the Consultant and the Consultant is desirous of accepting such mandate, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
NOW THEREFORE
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The Consultant will provide services to the Company in his capacity as Treasurer and Chief Financial Officer of the Company. In this capacity the Consultant will fulfill all senior officer duties as required by the Company including, but not limited to, accounting, coordination of annual audits and quarterly reviews, management and review of legal documentation and ensuring timely fulfillment of all regulatory filings (the Consulting Services ). |
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In consideration of the provisions of the Consulting Services, the Company shall pay to the Consultant the sum of US$2,000 per month, on the 15 th day of each calendar month for the duration of the Agreement. The first monthly payment shall be due on October 15, 2010. |
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This Consulting Agreement shall continue indefinitely unless terminated by either party with sixty (60) days advance written notice to the other party. |
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This Agreement shall be governed by the laws of the State of Nevada, without reference to conflict of laws principles. |
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This Consulting Agreement may be executed in counterparts, which execution may be by facsimile, each of which shall be an original, but all of which shall constitute one and the same agreement. |
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IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day and year first above written. |
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LIBERTY VISION, INC. |
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By: |
/s/ Oleg Gabidulin | |
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Authorized Signatory |
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VADIM EROFEEV |
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By: |
/s/ Vadim Erofeev | |
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Vadim Erofeev |
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Exhibit 10.3
THIS DEBT SETTLEMENT AGREEMENT made as of the 16 th day of February, 2011.
BETWEEN:
LIBERTY VISION, INC., a company duly incorporated under the laws of the State of Nevada and having its registered office situated at 1802 North Carson Street, Suite 108, Carson City, Nevada 89701
(hereinafter called the "Debtor")
OF THE FIRST PART
AND:
OLEG GABIDULIN, an individual of 2530 Meridian Parkway, Unit 200, Durham, NC 27713
(hereinafter called the "Creditor")
OF THE SECOND PART
WHEREAS :
A. As at the date hereof, the Debtor is indebted to the Creditor in the amount of $32,000.00 (the "Debt");
B. The Debtor has agreed to issue to the Creditor 640,000 common shares (the "Shares") in the capital stock of the Debtor at a deemed price of $0.05 per share;
C. The Creditor has agreed to accept the said Shares in full satisfaction of the Debt.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:
l. The Creditor hereby agrees to accept from the Debtor the Shares in full satisfaction of the Debt.
2. The Creditor hereby agrees that upon the issuance to it of the Shares, the Creditor releases and forever discharges the Debtor, its successors and assigns from all manner of actions, suits, debts due, accounts, bonds, contracts, claims and demands whatsoever which against the Debtor it ever had or now has in connection to the Debt.
3. This Agreement shall be governed by and be construed in accordance with the laws of the State of Nevada. The courts of the State of Nevada shall have sole jurisdiction to hear and determine all manner of disputes and claims arising out of or in any way connected with the construction, breach or alleged, threatened or anticipated breach of this Agreement and determine all questions as to the validity, existence or enforceability thereof.
4. Time shall be of the essence of this Agreement.
5. This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6. This Agreement shall enure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.
The Common Seal of LIBERTY VISION, INC. )
was hereunto affixed in the presence of: )
)
) C/S
/s/ Vadim Erofeev )
Authorized Signatory )
)
)
/s/ Marina Sherbatenko )
Authorized Signatory )
/s/ Oleg Gabidulin
OLEG GABIDULIN
Exhibit 10.4
THIS DEBT SETTLEMENT AGREEMENT made as of the 16 th day of February, 2011.
BETWEEN:
LIBERTY VISION, INC., a company duly incorporated under the laws of the State of Nevada and having its registered office situated at 1802 North Carson Street, Suite 108, Carson City, Nevada 89701
(hereinafter called the "Debtor")
OF THE FIRST PART
AND:
VADIM EROFEEV, an individual of 2530 Meridian Parkway, Unit 200, Durham, NC 27713
(hereinafter called the "Creditor")
OF THE SECOND PART
WHEREAS :
A. As at the date hereof, the Debtor is indebted to the Creditor in the amount of $32,000.00 (the "Debt");
B. The Debtor has agreed to issue to the Creditor 640,000 common shares (the "Shares") in the capital stock of the Debtor at a deemed price of $0.05 per share;
C. The Creditor has agreed to accept the said Shares in full satisfaction of the Debt.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:
l. The Creditor hereby agrees to accept from the Debtor the Shares in full satisfaction of the Debt.
2. The Creditor hereby agrees that upon the issuance to it of the Shares, the Creditor releases and forever discharges the Debtor, its successors and assigns from all manner of actions, suits, debts due, accounts, bonds, contracts, claims and demands whatsoever which against the Debtor it ever had or now has in connection to the Debt.
3. This Agreement shall be governed by and be construed in accordance with the laws of the State of Nevada. The courts of the State of Nevada shall have sole jurisdiction to hear and determine all manner of disputes and claims arising out of or in any way connected with the construction, breach or alleged, threatened or anticipated breach of this Agreement and determine all questions as to the validity, existence or enforceability thereof.
4. Time shall be of the essence of this Agreement.
5. This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6. This Agreement shall enure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.
The Common Seal of LIBERTY VISION, INC. )
was hereunto affixed in the presence of: )
)
) C/S
/s/ Oleg Gabidulin )
Authorized Signatory )
)
)
/s/ Marina Sherbatenko )
Authorized Signatory )
/s/ Vadim Erofeev
VADIM EROFEEV
Ronald R. Chadwick, P.C.
Certified Public Accountant
2851 South Parker Road
Suite 720
Aurora, Colorado 80014
Phone (303)306-1967
Fax (303)306-1944
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
I consent to the use in the Registration Statement of Liberty Vision, Inc. on Form S-1 of my Report of Independent Registered Public Accounting Firm dated March 22, 2011, on the consolidated balance sheets of Liberty Vision, Inc. as at February 28, 2011 and 2010, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year ended February 28, 2011, the period from September 29, 2009 (inception) through February 28, 2010, and for the period from September 29, 2009 (inception) through February 28, 2011.
In addition, I consent to the reference to me under the heading Experts in the Registration Statement.
RONALD R. CHADWICK, P.C.
Aurora, Colorado
April 11 , 2011 /s/ Ronald R. Chadwick, P.C.