As filed with the Securities and Exchange Commission on August ___, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UPPERSOLUTION.COM
(Exact name of registrant as specified in its charter)
| Nevada | 8999 | |
| (State or other jurisdiction of | (Primary standard industrial | (IRS employer |
| incorporation or organization) | classification code number) | identification number) |
153 Lake Mead Parkway #2240
Henderson, NV 89015
702-586-1338
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Harold P. Gewerter, Esq.
5536 S. Ft. Apache #102
Las Vegas, NV 89148
(702) 382-1714
Fax: (702) 382-1759
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Harold P. Gewerter, Esq.
5536 S. Ft. Apache #102
Las Vegas, NV 89148
(702) 382-1714
Fax: (702) 382-1759
E-mail: harold@gewerterlaw.com
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
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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, check the following box. [ ]
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 [ ] | Smaller reporting |
| company [ X ] | |||
| (Do not check if a smaller | |||
| reporting company) |
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of
Securities to be Registered |
Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Offering Price (2) | Amount of Registration Fee (3) | ||||||||||||
| Common stock, par | ||||||||||||||||
| value $.001 per share, | 2,500,000 | $ | 0.02 | $ | 50,000.00 | $ | 6.82 | |||||||||
| for sale by our | ||||||||||||||||
| Company |
(1) Registration fee has been paid via Fedwire.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c).
(3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.
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 this registration
statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION, DATED ____________ __, 2013.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.
PROSPECTUS
UPPERSOLUTION.COM
2,500,000 Shares of Common stock
This prospectus will allow us to issue up to 2,500,000 shares of our common stock in our initial public offering. The proceeds from the sale of these shares will be available for use by the company. There is no minimum amount of common stock that must be sold by the company, and that the proceeds from the offering will not be placed in escrow but will be immediately available for use by the company. T he Company may receive no proceeds or very minimal proceeds from the offering and potential investors may end up holding shares in a company that has not received enough proceeds from the offering to begin operations; and has no market for its shares. The Company intends to see to have its shares quoted on the OTCBB and the shares are not currently listed on any exchange.
| Proceeds to | ||||||||||||
| Offering Price | Offering | Our | ||||||||||
| Per Share | Expenses (1) | Company | ||||||||||
| Per Share (Initial Public Offering) | 0.02 | 0.004 | 0.0018 | |||||||||
| 25% of the Offering Filled | 0.02 | 10,500 | 2,000 | |||||||||
| 50% of the Offering Filled | 0.02 | 10,500 | 14,500 | |||||||||
| 75% of the Offering Filled | 0.02 | 10,500 | 27,000 | |||||||||
| Total | $ | 0.02 | $ | 10,500 | $ | 39,500 | ||||||
(1) Estimated expenses before payment of any underwriting or placement commissions, discounts or expense.
The Company is a Shell Company as defined by as defined in Rule 405. As such no shares will be eligible to be sold or transferred under Rule 144 until in excess of 1 year from the filing of the equivalent of Form 10 information by the Company with the SEC.
The company is not blank check company because the company has no plans or intentions to engage in a merger or acquisition with an unidentified company or person or, once it is a reporting company, to be used as a vehicle for a private company to become a reporting company.
The securities offered in this prospectus involve a high degree of risk. You should consider the risk factors beginning on page 4 before purchasing our common stock.
The offering will be open for 180 days.
The Company is an emerging growth company under the Jumpstart Our Business Startups Act.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus is August ___, 2013.
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Table of Contents
| Prospectus Summary | 5 |
| Risk Factors | 6 |
| Cautionary Note Regarding Forward-Looking Statements | 12 |
| Use of Proceeds | 12 |
| Capitalization | 13 |
| Dilution | 14 |
| Market for Common Equity and Related Stockholder Matters | 14 |
| Description of Business and Property | 14 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 |
| Our Management | 30 |
| Security Ownership of Certain Beneficial Owners and Management | 32 |
| Certain Relationships and Related Party Transactions | 32 |
| Description of Capital Stock | 33 |
| Plan of Distribution | 35 |
| Disclosure of Commission Position on Indemnification for Securities Act Liabilities | 37 |
| Legal Opinion | 37 |
| Experts | 37 |
| Interests of Named Experts and Counsel | 37 |
| Additional Information | 38 |
| Index to Financial Statements | 39 |
| Signatures | 42 |
Unless otherwise specified, the information in this prospectus is set forth as of August 16, 2013, and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer.
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PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. When we refer in this prospectus to the “Company,” “we,” “us,” and “our,” we mean UpperSolution.com, a Nevada corporation. This prospectus contains forward-looking statements and information relating to UpperSolution.com See Cautionary Note Regarding Forward Looking Statements on page 11.
Our Company
UpperSolution.com was formed on April 20, 2013.
Our business will be to create an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.
We are in the development stage of developing and commercializing a mobile app for existing cellular phone users. Our goal is to help consumers to save money each month by notifying them when a more cost-effective plan based on their actual usage is available.
Our mobile app, to be named “Upper Plan Monitor (“UPM”)”, will help consumers to keep track on new cellular plans from different cellular carriers, locate the closest phone dealer their your area, find the best cellular phone plan that fit their needs.
The company is not blank check company because the company has no plans or intentions to engage in a merger or acquisition with an unidentified company or person or, once it is a reporting company, to be used as a vehicle for a private company to become a reporting company.
Through
May 31, 2013, the Company has a net loss of $6,500. The company has only two officers and directors each of which will devote
approximately 10 hours per week to the Company.
The Company can operate even if no proceeds are generated from this offering but the growth of the company and speed of the implementation of the Company’s business plan will be slowed substantially. If the Company raises 25% of the proceeds, marketing efforts will be at a minimum and the Company anticipates that it will be approximately 12 months prior to the Company being able to generate a net profit. . If the Company raises 50% of the proceeds, marketing efforts will be at a medium level and the Company anticipates that it will be approximately 10 months prior to the Company being able to generate a net profit. . If the Company raises 75% of the proceeds, marketing efforts will be at a medium/high leval and the Company anticipates that it will be approximately 8 months prior to the Company being able to generate a net profit. . If the Company raises 100% of the proceeds, marketing efforts will be at a maximum level under the business plan and the Company anticipates that it will be approximately 6 months prior to the Company being able to generate a net profit.
Our executive offices are located at 153 W. Lake Mead Pwky #2240, Henderson NV 89015. Our telephone number is 702-586-1338.
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The Offering
This prospectus covers up to 2,500,000 shares to be issued and sold by the company at a price of $0.02 per share in a direct public offering.
ABOUT THIS OFFERING
| Securities Being Offered | |
| Up to 2,500,000 shares of common stock of UpperSolution.com to be sold by the company at a price of $0.02 per share. | |
| Initial Offering Price | |
| The company will sell up to 2,500,000 shares at a price of $0.02 per share. | |
|
The company will offer and sell the shares of its common stock at a price of $0.02 per share in a direct offering to the public.
The offering will conclude when the company has sold all of the 2,500,000 shares of common stock offered by it or a maximum of 180 days. The company may, in its sole discretion, decide to terminate the registration of the shares offered by the company. |
|
| Terms of the Offering | |
| An investment in our common stock is highly speculative and involves a high degree of risk. See Risk Factors beginning on page 4. | |
| Termination of the Offering | |
| The offering will be open for 180 days. |
RISK FACTORS
An investment in our common stock is highly speculative, involves a high degree of risk, and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including our financial statements and the related notes, before you decide to buy our common stock. Our most significant risks and uncertainties are described below; however, they are not the only risks we face. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein.
Risks Relating to the Early Stage of our Company
We are at a very early operational stage and our success is subject to the substantial risks inherent in the establishment of a new business venture.
The implementation of our business strategy is in a very early stage. Our business and operations should be considered to be in a very early stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business and operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.
We have a very limited operating history and our business plan is unproven and may not be successful.
Our company was formed in April 2013 but we have not yet begun full scale operations. We have not proven that our business model will allow us to generate a profit.
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We have suffered operating losses since inception and we may not be able to achieve profitability.
We had an accumulated deficit of $6,500 as of May 31, 2013. We are sustaining substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.
We may have difficulty raising additional capital, which could deprive us of necessary resources.
In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for development of competitive technology by others. Because our common stock is not listed on a major stock market, many investors may not be willing or allowed to purchase it or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.
If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities and other operations.
Failure to effectively manage our growth could place strains on our managerial, operational and financial resources and could adversely affect our business and operating results.
Our growth has placed, and is expected to continue to place, a strain on our managerial, operational and financial resources. Any further growth by us or an increase in the number of our strategic relationships will increase this strain on our managerial, operational and financial resources. This strain may inhibit our ability to achieve the rapid execution necessary to implement our business plan, and could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.
Risks Relating to Our Business
We have limited sales and marketing experience, which increases the risk that our business will fail.
Our officers, who will be responsible for marketing our app to potential users, have no experience in the social media or internet industries, and have only nominal sales and marketing experience. Further, we have budgeted only $10,000 toward sales and marketing efforts over the next 12 months, which by industry standards is a very limited amount of capital with which to launch our effort. Given the relatively small marketing budget and limited experience of our officers, there can be no assurance that such efforts will be successful. Further, if our initial efforts to create a market for our website are not successful, there can be no assurance that we will be able to attract and retain qualified individuals with marketing and sales expertise to attract subscribers to our apps. Our future success will depend, among other factors, upon whether our services can be sold at a profitable price and the extent to which consumers acquire, adopt, and continue to use them. There can be no assurance that our website will gain wide acceptance in its targeted markets or that we will be able to effectively market our services.
We may not be able to execute our business plan or stay in business without additional funding.
Our ability to generate future operating revenues depends in part on whether we can obtain the financing necessary to implement our business plan. We will likely require additional financing through the issuance of debt and/or equity in order to establish profitable operations, and such financing may not be forthcoming. As widely reported, the global and domestic financial markets have been extremely volatile in recent months. If such conditions and constraints continue or if there is no investor appetite to finance our specific business, we may not be able to acquire additional financing through credit markets or equity markets. Even if additional financing is available, it may not be available on terms favorable to us. At this time, we have not identified or secured sources of additional financing. Our failure to secure additional financing when it becomes required will have an adverse effect on our ability to remain in business.
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If our estimates related to future expenditures are erroneous or inaccurate, our business will fail and you could lose your entire investment.
Our success is dependent in part upon the accuracy of our management’s estimates of our future cost expenditures for legal and accounting services (including those we expect to incur as a publicly reporting company), for app marketing and development expenses, and for administrative expenses, which management estimates to be approximately between $25,000 and $45,000 over the next twelve months. If such estimates are erroneous or inaccurate, or if we encounter unforeseen costs, we may not be able to carry out our business plan, which could result in the failure of our business and the loss of your entire investment.
Our auditor has raised substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.
The company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares in this offering and, if necessary, through one or more private placement or public offerings. However, the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.
We will need to achieve commercial acceptance of our applications to generate revenues and achieve profitability.
Even if our development yields technologically superior apps, we may not successfully develop commercial apps, and even if we do, we may not do so on a timely basis. We cannot predict when significant commercial market acceptance for our apps and the affiliated products sold thereon will develop, if at all, and we cannot reliably estimate the projected size of any such potential market. If markets fail to accept our apps and related products, we may not be able to generate revenues from the commercial application of our technologies. Our revenue growth and achievement of profitability will depend substantially on our ability to introduce new products that are accepted by customers. If we are unable to cost-effectively achieve acceptance of our sites by customers, or if the associated products do not achieve wide market acceptance, our business will be materially and adversely affected.
Any significant disruption in our web presence or services could result in a loss of customers.
Our plans call for our customers to access our apps through our website. Our reputation and ability to attract, retain and serve our customers will be dependent upon the reliable performance of our website, network infrastructure and fulfillment processes (how we deliver services purchased by our customers). Prolonged or frequent interruptions in any of these systems could make our app unavailable or unusable, which could diminish the overall attractiveness of our subscription service to existing and potential customers.
Our servers will likely be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions and delays in our service and operations and loss, misuse or theft of data. It is likely that our website will periodically experience directed attacks intended to cause a disruption in service, which is not uncommon for web-based businesses. Any attempts by hackers to disrupt our website service or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation. Efforts to prevent hackers from entering our computer systems are expensive to implement and may limit the functionality of our services. Any significant disruption to our website or internal computer systems could result in a loss of subscribers and adversely affect our business and results of operations.
Our app may be displaced by newer technology.
The Internet and job seeking industries are undergoing rapid and significant technological change. Third parties may succeed in developing or marketing technologies and products that are more effective than those developed or marketed by us, or that would make our technology and apps obsolete or non-competitive. Accordingly, our success will depend, in part, on our ability to respond quickly to technological changes through the development and introduction of new apps and products. We may not have the resources to do this. If our apps or product candidates become obsolete and our efforts to secure and develop new products and apps do not result in any commercially successful apps or products, our sales and revenues will decline.
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We are in a competitive market which could impact our ability to gain market share which could harm our financial performance.
The business of niche of apps is very competitive. Barriers to entry are relatively low, and we face competitive pressures from companies anxious to join this niche. There are a number of successful apps operated by proven companies that offer similar niche service that will put together job seekers and employers, which may prevent us from gaining enough market share to become successful. These competitors have existing customers that may form a large part of our targeted client base, and such clients may be hesitant to switch over from already established competitors to our service. If we cannot gain enough market share, our business and our financial performance will be adversely affected.
We are a small company with limited resources relative to our competitors and we may not be able to compete effectively.
Our competitors have longer operating histories, greater resources and name recognition, and a larger base of customers than we have. As a result, these competitors will have greater credibility with our potential customers. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion, and sale of their services than we may be able to devote to our services. Therefore, we may not be able to compete effectively and our business may fail.
The loss of the services of either of our officers or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our app and sell our services.
The development of our app and the marketing of our services will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our executive officers, Yousef Dasuka and Mahmoud Dasuka who are developing our business, and on our ability to identify and retain competent consultants and employees with the skills required to execute our business objectives. The loss of the services of either of our officers or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our app and sell our services, which could adversely affect our financial results and impair our growth.
Our officers and directors have conflicts of interest in that they have other time commitments that will prevent them from devoting full-time to our operations, which may affect our operations.
Because our officers and directors, who are responsible for all our business activities, do not devote their full working time to operation and management of us, the implementation of our business plans may be impeded. Our officers and directors have other obligations and time commitments, which will slow our operations and may reduce our financial results and as a result, we may not be able to continue with our operations. Additionally, when they become unable to handle the daily operations on their own, we may not be able to hire additional qualified personnel to replace them in a timely manner. If this event should occur, we may not be able to reach profitability, which might result in the loss of some or all of your investment in our common stock.
Foreign Officers and Directors could result in difficulty enforcing rights.
The officers and directors of the Company are located in Israel and as such investors may have difficulty in enforcing their legal rights under the United States securities laws.
Risks Relating to our Stock
The Offering price of $0.02 per share is arbitrary.
The Offering price of $0.02 per share has been arbitrarily determined by our management and does not bear any relationship to the assets, net worth or projected earnings of the Company or any other generally accepted criteria of value.
We have no firm commitments to purchase any shares.
We have no firm commitment for the purchase of any shares. Therefore there is no assurance that a trading market will develop or be sustained. The Company has not engaged a placement agent or broker for the sale of the shares. The Company may be unable to identify investors to purchase the shares and may have inadequate capital to support its ongoing business obligations.
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State securities laws may limit resales of your securities.
State securities laws may limit resales of our securities. Because our shares will not be considered “Covered Securities” as defined in Section 18 of the Securities Act of 1933, resale of our shares may not be permitted unless our shares are qualified for trading under applicable state securities laws or there is an exemption for secondary trading in such state.
All proceeds from the sale of shares offered by the company will be immediately available for use by the company.
There is no minimum offering amount and we have not established an escrow to hold any of the proceeds from the sale of the shares offered by the company. As a result, all proceeds from the sale of shares offered by the company will be available for immediate use by the company. The proceeds of the sale may not be sufficient to implement the company’s business strategy.
We will apply to have our common stock traded over the counter, which may deprive stockholders of the full value of their shares.
We will apply to have our common stock quoted via the OTC Electronic Bulletin Board. Therefore, our common stock is expected to have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for the common stock. The Company may never be approved for trading on any exchange.
We will have broad discretion in how we use the proceeds of this offering and we may not use these proceeds effectively. This could affect our results of operations and cause the value of our common stock to decline.
Our management team will have considerable discretion in the application of the net proceeds of this offering, and you will not have the opportunity, as part of your investment decision, to assess whether we are using the proceeds appropriately. We currently intend to use the net proceeds that we receive from this offering as described in “Use of Proceeds” herein. We may use the net proceeds for corporate purposes that do not improve our results of operations or which cause our stock value to decline.
A low market price would severely limit the potential market for our common stock.
Our common stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker - dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock.
FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock.
In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker -dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.
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An investor’s ability to trade our common stock may be limited by trading volume.
A consistently active trading market for our common stock may not occur on the OTCBB. A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as they may otherwise desire.
Our company has a concentration of stock ownership and control, which may have the effect of delaying, preventing, or deterring a change of control.
Our common stock ownership is highly concentrated. Through ownership of shares of our common stock, two shareholders, Yousef Dasuka and Mahmoud Dasuka, beneficially own 100% of our total outstanding shares of common stock before this offering. As a result of the concentrated ownership of the stock, these stockholders, acting alone, will be able to control all matters requiring stockholder approval, including the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it may affect the market price of our common stock.
We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.
Recent federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors independence, audit committee oversight and the adoption of a code of ethics. While our Board of Directors has adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these corporate governance measures and, since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.
Because we will not pay dividends in the foreseeable future, stockholders will only benefit from owning common stock if it appreciates.
We have never paid dividends on our common stock and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our common stock.
There are doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.
The company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support our cost structure and has raised doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares in this offering and, if necessary through one or more private placement or public offerings. However, the doubts raised relating to our ability to continue as a going concern may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements. We have based these forward-looking statements largely on our current expectations
and projections about future events and financial trends affecting the financial condition of our
business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other
things:
Factors that might cause these differences include the following:
● the ability of the company to offer and sell the shares of common stock offered hereby;
● the integration of multiple technologies and programs;
● the ability to successfully complete development and commercialization of sites and our company’s expectations regarding market growth;
● changes in existing and potential relationships with collaborative partners;
● the ability to retain certain members of management;
● our expectations regarding general and administrative expenses;
● our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses;
● other factors detailed from time to time in filings with the SEC.
In addition, in this prospectus, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.
We undertake no obligation to update publicly or revise any forward -looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
USE OF PROCEEDS
With respect to up to 2,500,000 shares of common stock to be sold by us, unless we provide otherwise in a supplement to this prospectus, we intend to use the net proceeds from the sale of our securities for general corporate purposes, as follows:
| 12 |
* Offering Expenses $0.0042/share
Our management will have broad discretion in the allocation of the net proceeds of any offering. Pending such uses, we intend to invest the net proceeds in short-term, investment grade, interest-bearing securities. The Company could operate even with no proceeds from this offering but that the marketing and advertising efforts would be greatly diminished thus greatly slowing the growth of the Company.
CAPITALIZATION
The following table sets forth our capitalization as of May 31, 2013.
| May 31, 2013 | ||||
| Current Assets | $ | 5,000 | ||
| Current liabilities | 0 | |||
| Long-term liabilities | — | |||
| Stockholders equity | 5,000 | |||
| Preferred stock | — | |||
| Common stock | 11,500 | |||
| Additional paid-in capital | - | |||
| Accumulated deficit | (6,500 | ) | ||
| Total stockholders’ (deficit) equity | 5,000 | |||
| Total capitalization | $ | 5,000 |
| 13 |
DILUTION
The net tangible book value of our company as of May 31, 2013 was $5,000 or $0.001 per share of common stock. Net tangible book value per share is determined by dividing the tangible book value of the company (total tangible assets (not including deferred costs) minus total liabilities) by the number of outstanding shares of our common stock on May 31, 2013.
Our net tangible book value and our net tangible book value per share will be impacted by the 2,500,000 shares of common stock which may be sold by our company. The amount of dilution will depend on the number of shares sold by our company. The following example shows the dilution to new investors at an assumed offering price of $0.02 per share.
We are registering 2,500,000 shares of common stock for sale by our company. If all shares are sold at the offering price of $0.02 per share, and estimated offering expenses of $10,500, our net tangible book value as of May 31, 2013 would have been $44,500 or approximately $0.003 per share. Such an offering would represent an immediate increase in net tangible book value to existing stockholders of $0.002 per share and an immediate dilution to new stockholders of $0.017 per share. The following table illustrates the per share dilution:
| Assumed public offering price per share | $ | 0.02 | ||
| Net tangible book value per share before this offering | $ | 0.001 | ||
| Increase attributable to new investors | $ | 0.002 | ||
| Net tangible book value per share after this offering | $ | 0.003 | ||
| Dilution per share to new stockholders | $ | 0.017 |
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is not currently traded on any exchange. We cannot assure that any market for the shares will develop or be sustained.
We have not paid any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of our business. We cannot assure you that we will ever pay cash dividends. Whether we pay cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements and any other factors that the Board of Directors decides are relevant. See Management’s Discussion and Analysis of Financial Condition and Results of Operations.
DESCRIPTION OF BUSINESS AND PROPERTY
General
PRINCIPAL PRODUCTS AND SERVICES
Our business will be to create an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.
We are in the development stage of developing and commercializing a mobile app for existing cellular phone users. Our goal is to help consumers to save money each month by notifying them when a more cost-effective plan based on their actual usage is available.
| 14 |
Our mobile app, to be named “Upper Plan Monitor (“UPM”)”, will help consumers to keep track on new cellular plans from different cellular carriers, locate the closest phone dealer their your area, find the best cellular phone plan that fit their needs.
Once developed, UPM will eliminate the need to manually check if a better cellular phone plan is available with the current cellular carrier or other cellular carriers. Convenience and money-savings will be our main selling features. We plan to develop UPM for the Apple's iPhone phones, in the future if resources we allow us we will develop an app for an Android based mobile phones.
When a user launches the UPM app for the first time on his phone, he will be asked to select his existing cellular plan from a pre-loaded list, in case that the user can’t find his cellular plan he will be able to enter his existing cellular plan by minutes, data and text message. Then the user will be asked to choose what is the most important to him in a cellular plan, and rate 3 features: talk, data and text. At this point UPM will gather this information and build a profile on the user based on his existing cellular phone plan and his own preferences. The last step will be to choose the carriers he would like to get notifications when new plans are available.
UPM will run in the background and automatically checks if a new cellular plan is available, in case that a new plan is available it will match the 3 parameters (talk, data and text messages) to the users existing plan. In the case that the new plan is better or cheaper than the current plan a pop-up notification will appear on the user’s screen to notify him.
At this stage in our development, there can be no assurance that we will be successful in generating revenues from our app or that existing phone users will be receptive to our application.
REVENUE MODEL
We plan to generate revenue from the following sources:
SALE OF UPM
We plan to sell UPM on Apple’s App Store site, for $1.99. Apple takes 30 percent of all revenue generated through apps, and 70 percent goes to the app publisher.
IN-APP ADS
One of the major benefits of advertising on an app is that advertisers can take advantage of the users' geographic and demographic information and target their ads appropriately. We plan to use
Admob by Google as a way to insert advertisements into our app. AdMob is one of the world's largest mobile advertising networks, and offers the ability for app developers to earn revenue by publishing ads in their software. Revenue is generated according to the PPC (Pay Per Click) model, where advertisers pay the hosting service a flat rate each time the ad is clicked.
THE MARKET OPPORTUNITY
The following is taken from: http://mobithinking.com/mobile-marketing-tools/latest-mobile-stats/a
| 15 |
1) Mobile subscribers worldwide
At
the end of 2012, there were 6.8 billion mobile subscriptions
, estimates
The
International Telecommunication Union
(February
2013). That is equivalent to 96 percent of the world population (7.1 billion according to the ITU). And is a huge increase from
6.0 billion mobile subscribers in 2011 and 5.4 billion in 2010.
• Mobile subscribers in the developed world is rapidly reaching saturation point with at least
one mobile subscription per person. Mobile penetration in developed nations is around 128 percent of the population. This means
market growth is being driven by demand developing world, led by rapid mobile adoption in China and India, the world's most populous
nations. Mobile penetration in developing nations is around 89 percent of the population, according to the ITU.
• At the end of 2012 there were 5.2 billion mobile subscriptions in the developing world (76.6
percent of global subscriptions). Mobile penetration in the developing world now is 89 percent, with Africa being the lowest region
worldwide at 63 percent.
• Portio Research – in the excellent free
Mobile
Factbook 2013
predicts that mobile subscribers worldwide will reach 7.0 billion by the end of 2013, 7.5 billion by
the end of 2014 and 8.5 billion by the end of 2016.
• Over half of the world’s mobile subscribers are in Asia Pacific. Portio estimates t
hat
Asia Pacific’s share of the mobile subscribers will rise from 51.3 percent in 2012, to 52.3 percent in 2013 and 54.3 percent
in 2016. By 2016 Africa and Middle East will overtake Europe as the second largest region for mobile subscribers.
• mobiThinking note:
Mobile subscriptions
outnumber fixed lines 6:1 (more so in developing nations); Mobile broadband outnumbers fixed broadband 3:1. With stats like this,
it is easy to see why the experts predict that mobile Web usage will overtake PC-based Web usage. This will happen more quickly
in developing nations – in China and
other countries
it already has – where fixed Web penetration remains low. In developed nations, this will happen more slowly.
IDC
believes that mobile Web usage will not overtake PC Web usage in the US until 2015. Regardless of the timescale, this
in
evitability makes your mobile Web strategy more
important than your PC Web strategy in the long term.
• See
Section
B:
fo
r
all the stats on Mobile Web; 3G etc
| 16 |
1b) Mobile subscriptions v unique mobile users
Please
note that mobile subscriptions refers to the number of SIM cards being used in each country, not the number of people using a
mobile device. Some people have two mobile accounts on the go at a one time, possibly in two devices, possibly in a single dual-SIM
device (which are becoming increasingly common in the developing world and are forecast by
Strategy
Analytics
to reach 20 percent of handsets by 2016).
•
Wireless
Intelligence
(October 2012) estimates that there are 6.6 billion total connections in 2012 globally, excluding M2M.
Of these it believes 10 percent are inactive, bringing the total down to 5.9 billion. Estimating that consumers use on average
1.85 SIM cards each, Wireless Intelligence concludes that unique mobile users worldwide currently stands at 3.2 billion. That
means unique subscriber penetration is just 45 percent in 2012.
• Wireless Intelligence forecasts that unique mobile
users will grow to 4 billion in five years.
•
Ericsson
(N
ovember 2012) believes global mobile
penetration reached 91 percent in Q3 2012 and mobile subscriptions now total around 6.4 billion. However, the actual number of
subscribers is around 4.3 billion, since many people have several subscriptions e.g. work handset, home handset, PC dongle and/or
tablet. Also operators are slow to remove inactive accounts from their databases. (This is why you commonly see countries with
mobile penetration above 100 percent). It should also be noted that in some developing regions, it is common for several people
to share one subscription.
• Ericsson forecasts that mobile subscriptions will
reach 6.6 billion at the end of 2012 and 9.3 billion in 2018.
• Ericsson forecasts that global mobile broadband
subscriptions reach 1.5 billion at the end of 2012, and 6.5 billion in 2018.
• See t
he
100 million club
fo
r
more analysis.
2) Top mobile markets: The 100 million club
There
are 10 countries in the world with over 100 million mobile subscriptions
, ranging from China with over a billion to Nigeria
which passed the 100 million mark in August 2012. There are several countries such as Bangladesh and Mexico knocking at the door.
• The top 10 countries account for more than 55 percent of the world’s total mobile subscriptions.
• 30 percent of the world’s mobile users live in India and China. Subscriber numbers in either country dwarf the number
of subscribers in third place USA.
| 17 |
•
See the
100 million club
for more analysis.
• See mobiThinking’s guides to mobile in:
Nigeria
•
Brazil
•
Japan
•
Germany
•
USA
•
India
•
2b) Top mobile markets: China mobile subscribers by operator
| 18 |
Further reading:
•
China: 1 billion mobile subscribers, 400 million
mobile Web users and No1 smartphone market
•
Mobile Web overtakes PC Web in China
•
The dos and don’ts of building and marketing
your mobile site in China
“We
had more than 425 million mobile monthly active users in December 2011. In 2011, mobile usage of Facebook increased in markets
around the world, including major developed markets such as the United States where smartphone penetration grew rapidly…
Improving our mobile products and increasing mobile usage of Facebook are key company priorities that we believe are critical
to help us maintain and grow our user base and engagement over the long term. We expect consumers around the world will continue
to increase the amount of time they spend and the information they share and consume through mobile devices.”
–
Facebook IPO statement
(February, 2012).
• How will Facebook make money from all its mobile visitors? Se
e:
Section C:
for al
l the stats on mobile marketing,
advertising and messaging
Mobile device shipments
Today
feature phones (non smartphones) outsell smartphones; and PCs and portable PCs (notebooks/laptops) both outsell tablets. In the
future that is expected to change.
• What is and what isn’t a mobile, smart or connected device and which categories may or
may not compete is a matter of conjecture.
• With the amount of publicity that smartphones receive companies might be forgiven for thinking
that everyone has one. They majority of people don’t, and won’t for some time yet. Today feature phones still outsell
smartphones, according to
Gartner (February 2013)
and
Canalys (January 2013)
. Both analysts predict that marginally more
smartphones will be sold in 2013 than feature phones. Canalys believes that by 2016 smartphones will outsell feature phones by
a considerable margin.
• The tablet is oft touted as a replacement for the desktop or portable PC, but today both continue
to outsell tablets. But
Canalys (January 2013)
pre
dicts
that tablets could outsell the portable PC in 2014.
| Worldwide mobile device shipments in 2012 and 2016 (millions of units), according to Canalys | Smart connected device market by product category (shipments in millions), according to IDC | ||||||
| Type of device | 2012 shipments | 2016 shipments | 2012-16 Growth | Type of device | 2012 shipments | 2012 market share | |
| Basic phone | 122.0 | 58.0 | -17.0% | Smartphone | 722.4m | 60.1% | |
| Feature phone | 770.8 | 660.9 | -3.8% | Tablet | 128.3m | 10.7% | |
| Smartphone | 694.8 | 1,342.5 | 17.9% | Portable PC | 202m | 16.8% | |
| Tablet | 114.6 | 383.5 | 35.3% | Desktop PC | 148.4 | 12.4% | |
| Notebook | 215.7 | 169.1 | -5.9% | ||||
| Netbook | 18.3 | 0.3 | -65.4% | ||||
| Total | 1,936.2 | 2,614.2 | 7.8% | Total | 1201.1m | 100.0% | |
| Source: © Canalys (Feb 2013) Source: © IDC (Feb 2013) | |||||||
| Via: © mobiThinking | |||||||
| 19 |
3) Mobile phone shipments
3a)
There were 1.7 billion mobile phones sold in 2012, which was similar to the number sold in 2011.
•
IDC (January 2013)
:
1.736 billion handsets were sold in 2012, up 1.2 percent compared with 2011.
•
Gartner (February 2013)
: 1.746 billion
handsets were sold in 2012, down 1.7 percent from 2011.
•
Strategy Analytics (January 2013)
: 1.575
billion handsets were sold in 2012, up 1.9 percent compared with 2011.
• These figures include feature phones (around 59 percent of handsets sold in 2012) and smartphones
(31-32 percent of handsets sold in 2011). Smartphone sales are broken out
below
.
•
Gartner (February 2013)
: predicts mobile
device sales will grow to reach 1.9 billion units in 2013. Smartphone sales are expected to hit 1 billion units in 2013, which
means that for the first time smartphones will outsell feature phones.
• The star performer is Samsung, which accounted for more than 20-24 percent of all handsets
sold in 2012 and more than 30 percent of smartphones. See:
Why Samsung is number one
handset/smartphone vendor: why your mobile strategy should emulate Samsung
• mobiThinking note:
Mobile phone sales stats are often confused with handset market
penetration. The breakdown of handsets sold in a given period is not a very accurate indication of what handsets people are actually
using, as most people retain the same handset for 18 months, 24 months (depending on their contract) or longer. That’s why
you won’t find quarterly sales stats in the Mobile stats compendium – they can be very misleading. Yearly sales give
a better indication of market penetration, but looking at sales over a two or even three year period will provide a more accurate
picture.
| 20 |
3b) Mobile device market penetration
In
the absence of publicly available research based on sales of handsets (analysts keep this data for their paying customers) the
best indication of mobile device market penetration is research based on surveys of consumers. There are no global figures –
surveys are only conducted in a few of the most developed mobile markets. While survey data is useful, it should be noted that
these figures are based on the responses of a few thousand people in markets of 30-330 million mobile subscribers, a
nd
thus should only be considered as estimates of market penetration.
•
ComScore
(Q
4
2011): The top device manufacturer by market penetration in Western Europe is Nokia, in the US is Samsung and in Japan is Sharp.
•
ComScore
(Q4 2011) estimates that in UK and Spain smartphones
now outnumber feature phones (which is remarkable considering that smartphones were 31-32 percent of handsets sold in 2011).
• Smartphone market penetration are broken out by manufacturer
and operating system
below
.
• The estimates below are based surveys conducted ComScore
in Q4 2011.
"Mobile handsets are in an excellent position to become the primary digital channel for providers
of banking and related financial services in emerging markets” –
Berg
Insight
.
• See Section F: for all the stats and research on mobile payment, NFC, m-commerce, m-ticketing and m-coupons; and Section G: for all the stats and research on mobile financial services (MFS) and m-banking.
4a) Smartphone shipments by manufacturer
Smartphone
sales showed strong growth worldwide in 2012
•
IDC (January 2013)
: Total shipments
in 2012 were 712.6 million units up 44.1 percent from 2011. This makes smartphones 41.1 percent of all handsets shipped.
•
Strategy Analytics (February 2013)
:
Total shipments in 2012 were 700.1 million units up 42.7 percent from 2011. This makes smartphones 44.5 percent of all handsets
shipped.
•
Gartner (February 2013)
: predicts that
there will be close to 1 billion smartphones sold in 2013, which will mean that smartphones will outsell feature phones for the
first time.
•
Canalys (January 2013)
: predicts that
837 million smartphones will be sold worldwide in 2013. It also expects smartphone sales to surpass feature phones sales. 29 percent
o
f smartphones sold will be sold in China. • For more on the world’s largest smartphone
market, see
Section 4b
,
belo
w.
| 21 |
•
mobiThinking reality check on smartphones:
The media tends to overegg the importance of smartphones and Apple in particular. Before media hype
lulls you into focusing your marketing/development budget on smartphones or the Apple platform exclusively, consider this:
• 55-59 percent of handsets sold globally in 2012 were not smartphones, they were feature phones;
92 percent of all phones sold were not Apple.
• Beware of the unpredictability of the smartphone market – just two years ago in 2010,
Nokia and RIM were the top two smartphone vendors sharing 50 percent of the smartphone market (see
IDC’s
stats
, for example), in 2012 they accounted for 10 percent. In 2012, Samsung and Apple shared 50 percent of the market
– but in 2014, will they still be sitting pretty? Does your mobile strategy depend on their continued dominance, or do you
follow a platform-agnostic strategy i.e. mobile Web and mobile messaging?
• Smartphone sales is not the same as market penetration. Market penetration of smartphones is
lower. There were 6 billion mobile subscriptions worldwide at the end of 2011 (Source:
ITU
).
It is estimated that there are currently *only* 1 billion smartphones in use worldwide (source:
Strategy
Analytics October, 2012
). That means only 16.7 percent of mobile subscriptions smartphones.
Gartner
(February 2013)
forecasts that 1 billion smartphones will be sold in 2013 – even if none of these replace the
previous billion (which of course they will) then smartphones would still only be one-third of mobile subscriptions. Make sure
your mobile strategy includes the non-smartphone-owning majority.
• See
smartphone penetration
below.
4b) Top markets for smartphone sales
China is now the top market for smartphone sales, but growth is expected to be strongest in India, Indonesia, Russia and Brazil .
•
China overtook the US as the largest smartphone market
in Q3 2011, according to
Strategy Analytics (November 2011)
or Q1 2012,
according to
Canalys (May 2012)
, and has not looked back since.
•
IDC (August 2012)
estimates that China’s
share of the global smartphone market in 2012 was 26.5 percent.
•
Canalys (January 2013)
: predicts that
240 million smartphones will be sold in China in 2013. That is 29 percent of the 837 million smartphones Canalys expects to be
sold in 2013. It is almost double the 125 million smartphones Canalys forecasts will be sold in the US in 2013.
| 22 |
•
IDC
believes the Chinese market is being
driven by sub-US$200 Android devices and expects prices to fall below $100 as competition, particularly from domestic vendors,
intensifies.
Canalys
also believes that competitively priced handsets from
local vendors will do best in China’s huge smartphone market.
•
Brazil, Russia, India, China and Indonesia, collectively known as the BRICI economies are expected by
IDC
and
Canalys
to be the fast-growth smartphone markets over the
next few years, as smartphone growth stagnates in developed economies
(such the US and UK). IDC expects India and Brazil to catch up and overtake the UK (currently the world’s third largest
smartphone market) by 2016.
• The IDC chart below does not include sales, but knowing from
IDC’s
year-end figures
that total smartphone shipments in 2012 were 712.6 (which was in line with IDC’s expectations),
you can extrapolate sales forecasts for
each country in 2012 – China: 190.1 million;
USA: 127.7 million; UK: 32.3 million; India: 17.9 million; Brazil: 16.5 million; rest of world: 332.9 million. N.B. The Canalys
chart is not the top five, but focused on the fast-growing BRICI economies – we have included the US for comparison.
| Top five markets by share of global smartphone sales 2011, 2012, and 2016 according to IDC | Smartphone sales forecasts for BRICI economies compared with US according to Canalys. | |||||||||
| Country |
2011
market share |
2012
market share |
2016
market share |
Growth
2011-16 |
Country |
2013
shipments |
2013
market share |
2012-13
growth |
||
| China | 18.3% | 26.5% | 23.0% | 26.2% | China | 239.8m | 28.7% | 29.1 | ||
| USA | 21.3% | 17.8% | 14.5% | 11.6% | USA | 125m | 14.9% | N/A | ||
| India | 2.2% | 2.5% | 8.5% | 57.5% | India | 26.5m | 3.2% | 61.4% | ||
| Brazil | 1.8% | 2.3% | 4.4% | 44.0% | Russia | 18.8 | 2.3% | 30.7% | ||
| United Kingdom | 5.3% | 4.5% | 3.6% | 11.5% | Brazil | 17.2 | 2.1% | 40.0% | ||
| Rest of World | 51.1% | 46.4% | 46.0% | 18.1% | Indonesia | 15.7m | 1.9% | 51.7% | ||
| Grand total | 837.0m | 100% | 22.5% | |||||||
| Source: © IDC (Aug 2012) | Source: © Canalys (January 2013) | |||||||||
| Via: © mobiThinking | ||||||||||
4c) Smartphone shipments by operating system market share
Android
is the dominant operating system for new smartphones sold in 2012.
•
IDC
(February 2013): 68.8 percent of
smartphones shipped in 2012, shipped with Google’s free Android OS. That is more than three times the number shipped with
Apple’s iOS (18.8 percent) and dwarfs BlackBerry OS (4.5 percent) and Nokia’s Symbian (3.3 percent).
•
In 2016,
IDC
(Dec 2012) predicts that market shares will look pretty similar
to 2012, except for the rapid rise of Windows to take 11.4 percent of the market.
• IDC does not expect the new Linux-based, Web friendly smartphone operating systems including
Tizen (Samsung, Intel etc), Firefox (Mozilla) and SailFish (Jolla) to make significant inroads into the market. Other analysts
reserve judgment.
•
Canalys
(February 2013): Android powered
68 percent of smartphones sold in 2012. Canalys predicts that Android will peak in 2013 with 71 percent, declining to 66 percent
in 2016.
| 23 |
| Global smartphone operating system share in 2012 and 2016, according to IDC | Global smartphone operating system share in 2012, 2013 and 2016, according to Canalys | |||||||||
| Operating System | 2012 sales (millions) | 2012 market share | 2016 market share | 2012-16 Growth | Operating System | 2012 market share | 2013 market share | 2016 market share | ||
| Android | 497.1m | 68.8% | 63.8% | 16.3% | Android | 68% | 71% | 66% | ||
| iOS | 135.9m | 18.8% | 19.1% | 18.8 | iOS | 20% | N/A | N/A | ||
| BlackBerry OS | 32.5m | 4.5% | 4.1% | 14.6% | BlackBerry OS | 5% | N/A | N/A | ||
| Symbian | 23.9m | 3.3% | N/A | N/A | ||||||
| Windows Phone | 17.9m | 2.5% | 11.4% | 71.3 | ||||||
| Linux | N/A | 2.0% | 1.5% | 10.5% | ||||||
| Others | 15.1m | 2.1% | 0.1% | N/A> | ||||||
| Total | 722.4m | 100.0% | 100.0% | 100.0% | Total | 100.0% | 100.0% | 100.0% | ||
| Source: © IDC (Feb 2013); IDC (Dec 2012) | Source: © Canalys (Feb 2013) | |||||||||
| Via: © mobiThinking | ||||||||||
Looking for inspiration for your mobile campaigns, Website, service or app?
Check out mobiThinking’s extensive library of case study videos from the mobile work that has won awards at Cannes Lions • Global Mobile Awards • EMMAs • MMA Awards • WSA Awards . Why make it up for yourselves, when you can borrow ideas from the best in the business?
5) Smartphone market penetration
The
number of smartphones in use worldwide has now broken the 1 billion mark.
With the
ITU
,
estimating global mobile subscriptions at 6 billion at the end of 2011, mobiThinking calculates that global smartphone penetration
is now 16.7 percent.
•
Strategy Analytics
(October, 2012) calculates
that at the end of Q3, 2012 the number of smartphones in use worldwide reached 1.038 billion units. This time last year there
were 708 million smartphones in use worldwide. That’s 46.6 percent growth rate in a year. But growth hasn’t always
been that strong.
• It has taken 16 years for smartphone penetration to reach 1 billion. The first major smartphone
is commonly accepted to be the Nokia Communicator in 1996 - 11 years before Apple’s iPhone. But Strategy Analytics believes
that it will only take three years to achieve the next billion.
• Android and Apple iOS combined will account for the significant majority of the global smartphone
installed base in 2012. The former top smartphone operating system Symbian continues to decline, following Nokia’s shocking
decision to
dump
the OS in favor of Microsoft in early 2011.
•
Ericsson
(November 2012) fore
casts
smartphone subscriptions worldwide will be 1.1 billion by the end of 2012 growing to 3.3 billion in 2018. Over that time the majority
of mobile subscriptions will be for feature phones. Feature phones (and inactive) subscriptions will remain at around 5 billion
in the coming years.
| 24 |
5b) Smartphone market penetration by manufacturer and operating system
Data
on smartphone penetration by country, by manufacturer or operating system is not freely available from research analysts (they
save this for their paying customers). However data from surveys conducted by
ComScore
suggest that in some developed markets smartphone penetration in some countries is much higher than the global average:
•
ComScore
(Q4 2011): In Western Europe
smartphone penetration is 44.0 percent. In the US smartphone penetration is 41.8 percent. In the Japan smartphone penetration
is 17 percent. The Android operating system leads in Western Europe (31.2 percent), just ahead of Nokia’s Symbian, US (47
percent) and Japan (60.5 percent), considerably ahead of Apple’s iOS in all three markets.
• The estimates below are based surveys conducted ComScore in Q4 2011.
• mobiThinking note:
While survey data is useful, it should be noted that these figures
are based on the responses of a few thousand people in markets of 30-330 million mobile subscribers, and thus should only be considered
as estimates of market penetration.
• mobiThinking note:
The most remarkable statistic here (if correct) is the relatively
low penetration of smartphones in Japan, a market with some of the highest mobile Web usage in the world. This shatters the misconception
that you need a smartphone to access the mobile Web. Companies ignore feature phone users at their peril.
• See Section B: for all the stats on mobile
Web, 3G etc.
• mobiThinking note:
Smartphone penetration in the UK and Spain seems remarkably high,
considering that smartphones were only 35 percent of handsets sold globally in 2011 and considerably less in 2010.
COMPETITION AND COMPETITIVE STRATEGY
Competition within the mobile app industry is intense. We believe there is no one app on the market that allows existing cellular phone users to get notifications when a better cellular plan is available according to their individual choices. Although we couldn’t find iPhone app that do that, there are many websites that offer similar service of cellular phone plan comparison.
| 25 |
Many of our competitors have longer operating histories, greater financial, sales, marketing and technological resources and longer established client relationships than we do. However, we believe that UPM all-in-one bundle and relatively low price point of $1.99 (flat rate) will differentiate us from the competitors listed below:
Whistle Out (www.whistleout.com) -
MARKETING & SALES STRATEGY
We plan for our app to be marketed on five fronts:
* Social Media: We intend to spread word of UPM through popular social network platforms such as Twitter, Facebook, MySpace, blogs etc. We will create forums for users to engage with and support our product, such as a facebook fan page, blog entries and tweets that followers can re-post or link to.
* App review websites: Send out promo keys to app review websites and blogs such as www.appvee.com, www.androinica.com, www.techcrunch.com and www.macworld.com.
* "Send-it-to-your-friend" linkage: UPM standard "send it to your friend" link will enable for consumers to send it to their colleagues or recommend it for download.
* Advertising: We plan to advertise on mobile ad networks, such as Admob, Quattro, and Millenial Media. Mobile ad networks can target users by country, device, and category. We have budgeted $5,000 for this purpose assuming we are able to raise at least $39,100 gross in this Offering.
* Press Releases: We will send out a press release in order get UPM noticed by the traditional media - newspapers and magazines.
Employees
As of August 16, 2013, we had no employees with the company’s work being done by management.
Description of Property
We currently utilize office space at 153 W. Lake Mead #2240, Henderson, NV 89015, as our corporate registered office at a cost of $150 per year. Most of the company’s business is undertaken at the homes of the officers and directors and such space is provided free of charge. We believe these facilities are in good condition, but that we may need to expand our leased space as our expansion efforts increase.
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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with (i) our audited financial statements as of May 31, 2013 that appear elsewhere in this registration
statement. This registration statement contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this discussion, including, without limitation, statements containing the words "believes", "anticipates," "expects" and the like, constitute "forward - looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). However, as we will issue ―penny stock, as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments. For information regarding risk factors that could have a material adverse effect on our business, refer to the Risk Factors section of this prospectus beginning on page 4.
PLAN OF OPERATION
We are in the development stage of developing and commercializing an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.
Our goal is to help consumers to keep track on new cellular plans from different cellular carriers, locate the closest phone dealer their your area, find the best cellular phone plan that fit their needs.
Our goals over the next 12 months are to:
Goal 1: Create an iPhone Application
● Allows users to pick the service providers they want to get notifications from.
● Allows users to pick their existing rate plan.
● Allows users to enter their plan details: Mins, Data.
● Sends notifications to users showing that there is a better plan available
● Lets users see a list of plans that are considered better than their existing plans
● Lets the users call the phone service providers from the app.
Goal 2: Create a web portal for creating, editing, saving the plans & supporting the iOS App
● Allows site admins to login and make changes
● Allows site admins to create new plans for different service providers
● Allows site admins to rank plans by minutes
● Allows site admins to rank plans by data
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● Keeps record of all the users who have signed up and their plans and their preferences (data vs mins)
● Generates push notifications based on whether the plan is better than app user’s current plan
● Create a simple algorithm that decides if the plan is better based on mins & data entered
Our current business objectives are:
* To become a recognized brand of an unbiased mobile app that finds the best deal available.
* to execute our marketing plan and to create interest in our app;
ACTIVITIES TO DATE
We were incorporated in Nevada on April 20, 2013. We are a development stage company that only recently commenced with its business operations and we currently have no revenue and no significant assets. Our executive offices are located at 153 W. Lake Mead #2240, Henderson, NV 89015. The office is a location at which the Company receives mail, has office services and can hold meetings. Our officers, Yousef Dasuka and Mahmoud Dasuka work on Company business from their respective residences in Israel.
MILESTONES
Below is a brief description of our planned activities, which we expect to commence immediately after the offering is completed and the proceeds have been received and accepted.
MONTHS 1 TO 3
The anticipated activities undertaken during months 1 to 3 following the completion of this offering assume that we will be able to raise at least $40,000 gross in this Offering or through other financing means. If we are not able to raise sufficient capital, we will scale our business development accordingly. There can be no assurance that we will be able to raise the required $50,000, or any funds at all, to implement our business plan as laid out below.
During the first three months, we plan to:
REQUIREMENTS & UX DESIGN
Our management team will work with a third-party Web development company to gather the requirements and agree on the UX (User Experience) options using wire-framing techniques. Once the UX design was defined , it will be developed into a UI (User Interface) design. Once the UX & UI are complete, it will be passed on to the development team. Outcome of this phase will be a complete design for the iPhone Application.
MONTHS 4 TO 6
During the following three months, we expect to achieve the following:
* Development of UPM;
The third-part Web development company will build the admin web portal using .Net technology. The iPhone Application will be built using native objective-C code. Android Application will be built using native java code. Once the architecture has been finalized, the development of the iPhone application and the admin web portal will occur in parallel.
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MONTHS 7 TO 12
● TESTING /DEPLOYMENT
MONTHS 7 TO 12
During the following six months, we expect to achieve the following:
* Correct any detected discovered defects;
* Submission of UPM to the App Store;
* Promote UPM to freelancers and small sized businesses.
* Support multi-user.
iPhone application will be tested on an iPhone 5. Once satisfied, app will be released in the app store and will be made available to download.
App Store Submission: The software developer will facilitate the App Store submission process and manage approval issues. Once submitted Apple will review the application to ensure the application is reliable and is free of explicit and offensive material. We expect to be completed by the end of month 8 after defects have been fixed. Once submitted to the App Store we expect the review process to take 3-4 weeks.
Promote UPM: If we are not able to raise $50,000 gross from this Offering we do not anticipate spending any money on the promoting of UPM. We will then promote UPM in free venues: we will submit a description of UPM to app review website, promote it on
our own website and on Twitter and Facebook this task will be performed by our management. If we are able to raise 50,000 gross we have budgeted $4,000 to place advertisements on mobile ad networks. The mobile ad networks can target users by different criteria, our target market is existing cell phone users.
Liquidity and Capital Resources
At May 31, 2013 we had $5,000 in current assets consisting solely of cash. Current liabilities at May 31, 2013 totaled $0.
We have no material commitments for the next twelve months, aside from independent contractor fees. We will however require additional capital to meet our liquidity needs. Currently the Company has determined that its anticipated monthly cash flow needs should not exceed of $20,000 for the first 6 months. Expenses are expected to increase in the first half of 2014 due to a projected need to increase personnel. We anticipate that we will receive sufficient proceeds from investors through this offering, to continue operations for at least the next twelve months; however, there is no assurance that such proceeds will be received and there are no agreements or understandings currently in effect from any potential investors. It is anticipated that the company will receive revenues from operations in the coming year, however, since the Company has made no revenues to date, it is difficult to anticipate what those revenues might be, if any, and therefore, management has assumed for planning purposes only that it may need to sell common stock, take loans or advances from officers, directors or shareholders or enter into debt financing agreements in order to meet our cash needs over the coming 12 months.
If the Company raises 25% of the proceeds, marketing efforts will be at a minimum and the Company anticipates that it will be approximately 12 months prior to the Company being able to generate a net profit. . If the Company raises 50% of the proceeds, marketing efforts will be at a medium level and the Company anticipates that it will be approximately 10 months prior to the Company being able to generate a net profit. . If the Company raises 75% of the proceeds, marketing efforts will be at a medium/high level and the Company anticipates that it will be approximately 8 months prior to the Company being able to generate a net profit. . If the Company raises 100% of the proceeds, marketing efforts will be at a maximum level under the business plan and the Company anticipates that it will be approximately 6 months prior to the Company being able to generate a net profit.
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Results of Operations
We did not generate any revenue from April 20, 2013 (inception) to May 31, 2013. For the period from inception (April 20, 2013) to May 31, 2013 our expenses were $6,500. Expenses consisted of professional fees of $6,100. As a result, we have reported a net loss of $6,500 for the period ended May 31, 2013.
The Company’s revenues are expected to be derived primarily from sales of the Company’s apps. The Company has suffered operating losses since its inception, primarily as a result of start up costs including professional fees.
Going Concern
The future of our company is dependent upon its ability to obtain financing and upon future profitable operations.. Management has plans to seek additional capital through a private placement and public offering of its common stock if necessary. These conditions raise substantial doubt about our company's ability to continue as a going concern.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We
regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's
estimates are based on historical experience, on information from third party
professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results
could differ from those estimates made by management.
Cash and Cash Equivalents. The Company considers all highly liquid short-term investments with maturities of less than three months when acquired to be cash equivalents.
Loss Per Common Share. Basic net loss per share is calculated by dividing the net loss by the weighted - average number of common shares outstanding for the period, without consideration for common stock equivalents
OUR MANAGEMENT
Directors, Executive Officers, Promoters and Control Persons
Directors, Executive Officers
| Name | Age | Position |
| Yousef Dasuka | 28 | Chairman of the Board, President |
| Mahmoud Dasuka | 25 | Secretary, Treasurer, Director |
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Mr. Yousef Dasuka
Mr. Yousef Dasuka is our President, CEO and a Director. He has served in these capacities since we were incorporated on March 19, 2013. He received an industrial engineering and management Diploma from the College Academy of Netanya, Israel in 2005 and a Director of Sales Certificate from the University of Haifa, Israel in 2006. From 2007 to 2008 he worked for DSNR Ltd, a digital marketing and business development in the internet environment, in the customer service department. From 2008 to 2010 he worked for RE - Marc advanced outsourcing solutions Ltd., who specializes in providing outsourcing services in the field of telemarketing. He was trained as a telemarketer and perform calls to customers to offer products and services. Since 2010 he has been working for HOT, a communication company in Israel that offers customers a variety of communication services, including multi-channel television, fast internet infrastructure and mobile phone service. He is a field sales representative, his dutes includes working outside the office environment sourcing potential customers and maximising the sales of the company’s products and services, cold calling an scheduling meetings with potential customers.
These experiences, qualifications and attributes have led to our conclusion that Mr. Dasuka should be serving as a member of our Board of Directors in light of our business and structure
Mr. Mahmoud Dasuka
Mr. Mahmoud Dasuka is our Secretary, Treasurer and a Director. He has served in these capacities since we were incorporated on March 19, 2013. Since 2007 Mr. Dasuka has been working for is a leading Israeli provider of telecommunications services (cellular, fixed-line telephony and internet services) under the orange™ brand. Partner provides a broad range of high-standard services to over 3 million cellular customers, representing a market share of approximately 32%. His duties include attracting potential customers, suggesting information about products and services, opening customer accounts by recording account information and maintaining customer records. Between 2008 and 2009 he took sales and marketing courses such as customer behavior, advertising and public relations and salesmanship. These experiences, qualifications and attributes have led to our conclusion that Mr. Dasuka should be serving as a member of our Board of Directors in light of our business and structure.
Each officer will devote approximately 10 hours per week to the company.
Family Relationships. The officers and directors are brothers.
Code of Conduct and Ethics. We have adopted a code of business conduct and ethics that applies to our directors, officers and all employees. The code of business conduct and ethics may be obtained free of charge by writing to UpperSolution.com, Attn: Chief Financial Officer, 153 W. Lake Mead #2240, Henderson, NV 89015.
Executive Compensation
Summary Compensation Table. The following table sets forth certain information concerning the annual and long-term compensation of our Chief Executive Officer and our other executive officers during the last fiscal year for the last two fiscal years.
| (a) | (b) | (c) | ||||||||||||||||||||||
| Name and Principal Position | Year | Salary* | Bonus |
Option
Awards |
All Other Compensation |
Total
Compensation |
||||||||||||||||||
| Yousef Dasuka | 2013 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||
| Chairman of the Board, CEO | 2012 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||
| President | ||||||||||||||||||||||||
| Mahmoud Dasuka | 2013 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||
| Secretary, Treasurer, CFO, CAO | 2012 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
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Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of May 31, 2013.
Compensation of Non-Employee Directors. We currently have no non-employee directors and no compensation was paid to non-employee directors in the period ended May 31, 2013. We intend during 2013 to identify qualified candidates to serve on the Board of Directors and to develop a compensation package to offer to members of the Board of Directors and its Committees.
Audit, Compensation and Nominating Committees
As noted above, we intend to apply for listing our common stock on the OTC Electronic Bulletin Board, which does not require companies to maintain audit, compensation or nominating committees. Considering the fact that we are an early stage company, we do not maintain standing audit, compensation or nominating committees. The functions typically associated with these committees are performed by the entire Board of Directors which currently consists of one member who is not considered independent.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Principal Stockholders, Directors, Nominees and Executive Officers and Related Stockholder Matters
The following table sets forth, as of May 31, 2013, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than 5 percent of our outstanding shares of common stock, (ii) each director or nominee for director of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address:
| Number of Shares | Percent of | ||||||
| Beneficial Owner | Beneficially Owned (*) | Class (**) | |||||
| Yousef Dasuka | 5,750,000 | 50 | % | ||||
| Mahmoud Dasuka | 5,750,000 | 50 | % | ||||
| All directors and officers as a group (2 persons) | 11,500,00 | 100 | % |
(*) Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household.
(**) Percent of class is calculated on the basis of the number of shares outstanding on May 31, 2013(11,500,000).
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
It is our practice and policy to comply with all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related person is an executive officer, director or more than 5% stockholder of UpperSolution.com, including any immediate family members, and any entity owned or controlled by such persons. Our Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and a special committee of our Board of Directors is established to negotiate the terms of such transactions. In considering related-person transactions, our Board of Directors takes into account all relevant available facts and circumstances.
On or about May 20, 2013,Mahmoud Dasuka and Yousef Dasuka each purchased 5,750,000 common share of the company’s common stock for $5,750 each or $0.001 per share. These shares were exempt from registration under Section 4(2) of the Securities Act of 1933 as there was no solicitation and both officers and directors were in possession of full information about the registrant.
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Director Independence
Our
Board of Directors has adopted the definition of “independence” as described under the Sarbanes Oxley Act of 2002
(Sarbanes-Oxley) Section 301, Rule 10A-3 under the Securities Exchange Act of 1934 (the Exchange Act) and NASDAQ Rules 4200 and
4350. Our Board of Directors has determined that its member does not meet the independence requirements.
DESCRIPTION OF CAPITAL STOCK
| Authorized and Issued Stock | ||||||||
| Number of Shares at May 31, 2013 | ||||||||
| Title of Class | Authorized | Outstanding | ||||||
| Common stock, $0.001 par value per share | 75,000,000 | 11,500,000 | ||||||
Common stock
Dividends. Each share of common stock is entitled to receive an equal dividend, if one is declared, which is unlikely. We have never paid dividends on our common stock and do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. See Risk Factors.
Liquidation. If our company is liquidated, any assets that remain after the creditors are paid, and the owners of preferred stock receive any liquidation preferences, will be distributed to the owners of our common stock pro-rata.
Voting Rights. Each share of our common stock entitles the owner to one vote. There is no cumulative voting. A simple majority can elect all of the directors at a given meeting and the minority would not be able to elect any directors at that meeting.
Preemptive Rights. Owners of our common stock have no preemptive rights. We may sell shares of our common stock to third parties without first offering it to current stockholders.
Redemption Rights. We do not have the right to buy back shares of our common stock except in extraordinary transactions such as mergers and court approved bankruptcy reorganizations. Owners of our common stock do not ordinarily have the right to require us to buy their common stock. We do not have a sinking fund to provide assets for any buy back.
Conversion Rights. Shares of our common stock cannot be converted into any other kind of stock except in extraordinary transactions, such as mergers and court approved bankruptcy reorganizations.
Nevada Anti-Takeover Laws
Some features of the Nevada Revised Statutes (NRS), which are further described below, may have the effect of deterring third parties from making takeover bids for control of our company or may be used to hinder or delay a takeover bid. This would decrease the chance that our stockholders would realize a premium over market price for their shares of common stock as a result of a takeover bid.
Acquisition of Controlling Interest. The Nevada Revised Statutes contain a provision governing Acquisition of Controlling Interest. This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires control shares whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges:
(a) 20 to 33 1/3%,
(b) 33 1/3 to 50%, or
(c) more than 50%.
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A control share acquisition is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition act.
The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the act. An “Issuing Corporation” is a Nevada corporation, which:
(a) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; and
(b) does business in Nevada directly or through an affiliated corporation.
At this time, we do not have 100 stockholders of record resident of Nevada nor do we do business in Nevada directly or through an affiliated corporation. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of our company, regardless of whether such acquisition may be in the interest of our stockholders.
Combination with Interested Stockholder. The Nevada Combination with Interested Stockholders Statute may also have an effect of delaying or making it more difficult to effect a change in control of our company. This statute prevents an interested stockholder and a resident domestic Nevada corporation from entering into a combination, unless certain conditions are met. The statute defines combination to include any merger or consolidation with an interested stockholder, or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an interested stockholder having:
(a) an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation;
(b) an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or
(c) representing 10 percent or more of the earning power or net income of the corporation.
An interested stockholder means the beneficial owner of 10 percent or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a combination within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three -year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of:
(a) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher;
(b) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or
(c) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock.
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Limitations on Stockholder Actions
Chapter 78 of the Nevada Revised Statutes ("NRS") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he is not liable pursuant to NRS Section 78.138 or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. NRS Chapter 78 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he is not liable pursuant to NRS Section 78.138 or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court or other court of competent jurisdiction in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court or other court of competent jurisdiction shall deem proper.
Our bylaws provide that it may indemnify its officers, directors, agents and any other persons to the fullest extent permitted by the NRS.
PLAN OF DISTRIBUTION
We may sell the shares of our common stock subject to this prospectus from time to time in any manner permitted by the Securities Act, including any one or more of the following ways:
● directly to investors;
● to investors through agents;
● to dealers; and/or
The offering will be open for 180 days.
The shares shall be sold only in the state of Israel with sales only to qualified purchasers.
The distribution of the shares of common stock may be effected from time to time in one or more transactions:
● at a fixed price or prices, which may be changed;
● at market prices prevailing at the time of sale;
● at prices related to such prevailing market prices; or
● at negotiated prices.
Any of the prices may represent a discount from prevailing market prices.
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Shares of common stock sold pursuant to the registration statement of which this prospectus is a part may not be listed or traded on any exchange or automated quotations system, but may be listed on the OTC Electronic Bulletin Board. The Bulletin Board is a quotation service, not an issuer listing service, market or exchange; and a market maker, not the company, must file an application to have the company’s common stock quoted on the OTCBB. The company may not be successful in securing a market maker to do so.
To comply with applicable state securities laws, the shares offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, shares may not be sold in some states unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
How to Invest :
Subscriptions for purchase of shares offered by this prospectus can be made by completing, signing and delivering to us, the following:
1) an executed copy of the Subscription Agreement, available from the company; and
2) a check payable to the order of UpperSolution.com in the amount of $0.02 for each share you want to purchase.
OTC Electronic Bulletin Board Considerations
We intend to apply to have our stock traded on the OTC Electronic Bulletin Board. The OTC Electronic Bulletin Board is separate and distinct from the NASDAQ stock market and other stock exchanges. NASDAQ has no business relationship with issuers of securities quoted on the OTC Electronic Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Electronic Bulletin Board. The Bulletin Board is a quotation service, not an issuer listing service, market or exchange; and a market maker, not the company, must file an application to have the company’s common stock quoted on the OTCBB. The company may not be successful in securing a market maker to do so.
Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Electronic Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. The FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the OTC Electronic Bulletin Board is that the issuer be current in its reporting requirements with the SEC.
Investors must contact a broker-dealer to trade OTC Electronic Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.
Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders — an order to buy or sell a specific number of shares at the current market price — it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.
Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.
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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 78.138 of the NRS (“Section 78.138”) provides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against expenses (including attorneys‟ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. Section 78.138 also provides that directors and officers may also indemnified against expenses (including attorneys‟ fees) incurred by them in connection with a derivative suit if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.
Article XI, Section 43 of our bylaws contains provisions which require that our company indemnify its officers, directors, employees and agents, in substantially the same language as Section 78.7502.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification 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 (other than the payment by the small business issuer of expenses incurred or paid by a directors, officers or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
LEGAL OPINION
The validity of the shares offered hereby has been passed upon for us by Harold P. Gewerter, Esq.
EXPERTS
The financial statements included in this prospectus for the period from inception (April 20, 2013) and ended May 31, 2013 have been audited by Goldman Accounting Services CPA, PLLC, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No experts or counsel to the company have any shares or other interests in UpperSolution.com
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ADDITIONAL INFORMATION
Upon the filing of a Form 8A, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 233 Broadway, New York, New York 10279. You can obtain copies of these materials from the Public Reference Section of the SEC upon payment of fees prescribed by the SEC. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1 - 800-SEC-0330. The SEC’s Web site contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that site is http://www.sec.gov.
We have filed a Registration Statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a Registration Statement, does not contain all of the information set forth in the Registration Statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document which is filed as an exhibit to the Registration Statement. The Registration Statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates.
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PART I — FINANCIAL INFORMATION
| 39 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
UpperSolution.com
(A Development Stage Company)
We have audited the accompanying balance sheet of UpperSolution.com (A Development Stage Company) (the “Company”) as of May 31, 2013, and the related statements of operations, stockholders’ equity and cash flows for the period from April 20, 2013 (inception) through May 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of UpperSolution.com. as of May 31, 2013, and the results of its operations and its cash flows for the period from April 20, 2013 (inception) through May 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note B to the financial statements, the Company is a development stage company with the principal business objective of developing and marketing software application. There is substantial doubt about the Company’s ability to continue as a going concern because of the Company’s uncertainty to raise capital and the uncertainty of management’s ability to execute on its business plan. Management’s plans concerning these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
/s/ Goldman Accounting Services CPA, PLLC
Goldman Accounting Services CPA, PLLC
Suffern, NY
August 14, 2013
| F- 1 |
| F- 2 |
| F- 3 |
| F- 4 |
| F- 5 |
UpperSolution.com
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Inception Period from April 20, 2013 to May 31, 2013
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies of UpperSolution.com (A Development Stage Company) (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with ASC 915, “Development Stage Entities”, formerly known as SFAS 7, “ Accounting and Reporting by Development State Enterprises.”
Organization, Nature of Business and Trade Name
UpperSolution.com (the Company) was incorporated in the State of Nevada on April 20, 2013. UpperSolution.com is a development stage company with the principal business objective of developing and marketing apps.
Basis of Presentation
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.
Use of Estimates
The preparation of financial statements in accounting principles generally accepted in the United States of America 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 reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on UpperSolution.com’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. UpperSolution.com’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Capital Stock
The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001. Currently, there were eleven million five hundred thousand (11,500,000) shares of common stock have been issued and outstanding as of May 31, 2013.
Income Taxes
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.
| F- 6 |
Basic and Diluted Net Loss Per Share
Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted earnings loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items.
Recently Issued Accounting Pronouncements
Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.
NOTE B – GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.
Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock and from acquiring loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse affect upon it and its shareholders.
In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.
As of the date of the financial statements, there were no commitments to receive funds from any of the above transactions. Management estimates the minimum amount of additional funding necessary to remove the threat and enable the Company to remain viable for at least the twelve months following the date of the financial statements is approximately $18,000. Management intends to finance operating costs over the next twelve months with existing cash on hand and from the issuance of common shares.
| F- 7 |
NOTE C – COMMON STOCK
On or about May 20, 2013,Mahmoud Dasuka and Yousef Dasuka each purchased 5,750,000 common share of the company’s common stock for $5,750 each or $0.001 per share.
NOTE D – INCOME TAXES
Due to the Company’s net loss position from inception on from April 20, 2013 to May 31, 2013, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded at May 31, 2013.
The components of net deferred tax assets are as follows:
| Income tax provision at the federal statutory rate | 35 | % | ||
| Effect on operating losses | (35 | %) | ||
| — |
Changes in the net deferred tax assets consist of the following:
|
Since
Inception |
||||
| Net operating loss carry forward | $ | 6,500 | ||
| Valuation allowance | (6,500 | ) | ||
| Net deferred tax asset | $ | — | ||
A reconciliation of income taxes computed at the statutory rate is as follows:
|
Since
Inception |
||||
| Tax at statutory rate (35%) | $ | 2,275 | ||
| Increase in valuation allowance | (2,275 | ) | ||
| Net deferred tax asset | $ | — | ||
NOTE E – OFFICE
We currently utilize office space at 153 W. Lake Mead #2240, Henderson, NV 89015, as our corporate registered office at a cost of $150 per year (with such fee beginning in the second year). Most of the company’s business is undertaken at the homes of the officers and directors and such space is provided free of charge. We believe these facilities are in good condition, but that we may need to expand our leased space as our expansion efforts increase.
NOTE F – SUBSEQUENT EVENT
The Company evaluated all events or transactions that occurred after May 31, 2013 through the date of this filing. The Company determined that it does not have any other subsequent event requiring recording or disclosure in the financial statements for the period ended May 31, 2013.
| F- 8 |
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses expected to be incurred in connection with the issuance and distribution of the securities being registered.
| SEC Registration | $ | 6 | ||
| Legal Fees and Expenses* | $ | 6,500 | ||
| Accounting Fees* | $ | 3,500 | ||
| Miscellaneous* | $ | 494 | ||
| Total | $ | 10,500 |
* Estimated.
Item
14. Indemnification of Directors and Officers.
Article XI, Section 43 of our bylaws contains provisions which require that the company indemnify its officers, directors, employees and agents, in substantially the same language as Section 78.7502 of the Nevada Revised Statutes. Article 12 of the Company’s Articles of Incorporation provides for the Company’s ability to indemnify it’s officers, directors, employees and agents, subject to the limitations provided in Nevada Revised Statutes 78.7502, for expenses actually and reasonably incurred. No indemnification shall be made if the proposed party has been adjudged to be liable to the company or where the matter was settled without court approval. Indemnification must be made upon a determination by a majority of the uninterested Board, and if not available, by the shareholders or by a court of competent jurisdiction.
Item
15. Recent Sales of Unregistered Securities
On or about May 20, 2013,Mahmoud Dasuka and Yousef Dasuka each purchased 5,750,000 common share of the company’s common stock for $5,750 each or $0.001 per share. The issuances of the shares to the investors were exempt from registration under Section 4(2) of the Securities Act of 1933 as there was no general solicitation and both holders had complete knowledge of the company being its only officers and director.
Item
16. Exhibits.
| Exhibit | ||||
| Number | Exhibit Description | |||
| 3.1 | Articles of Incorporation of UpperSolution.com dated April 20, 2013 | |||
| 3.2 | Bylaws dated April 20, 2013 | |||
| 5.1 | Opinion of Harold P. Gewerter, Esq. | |||
| 10.7 | Subscription Agreement. | |||
| 23.1 | Consent of Goldman Accounting Services CPA, PLLC | |||
| 23.2 | Consent of Harold P. Gewerter, Esq. (included in Exhibit 5.1 herein). | |||
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Item 17. Undertakings.
The undersigned hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to:
(i) include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information
in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) include any additional or changed material information on the plan of distribution.
(2) that for determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
(3) to file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
(4) that for determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification 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 (other than the payment by the registrant of expenses incurred or paid by a directors, officers or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, NV on August 16, 2013.
| UpperSolution.com | |
| By: | /s/ Yousef Dasuka |
| Yousef Dasuka, Chairman of the Board, CEO, President | |
| By: | /s/ Mahmoud Dasuka |
| Mahmoud Dasuka, Secretary, Treasurer, CFO, CAO | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on August 16, 2013.
| UpperSolution.com | |
| By: | /s/ Yousef Dasuka |
| Yousef Dasuka, Chairman of the Board, CEO, President | |
| By: | /s/ Mahmoud Dasuka |
| Mahmoud Dasuka, Secretary, Treasurer, CFO, CAO | |
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BYLAWS
OF
Uppersolution.com
Article I: Offices
The principal office of Uppersolution.com (“Corporation”) in the State of Nevada shall be located in Las Vegas, County of Clark. The Corporation may have such other offices, either within or without the State of Nevada, as the Board of Directors my designate or as the business of the Corporation may require from time to time.
Article II: Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders shall be held during the first ten (10) days in the month of January in each year, or on such other date during the calendar year as may be designated by the Board of Directors. If the day fixed for the annual meeting shall be a legal holiday in the State of Nevada, such meeting shall be held on the next succeeding business day. If the election of Directors shall be held on the day designated herein for any annual meeting of the shareholders or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than ten percent (10%) of all the outstanding shares of the Corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors my designate any place, either within our without the State of Nevada, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within our without the State of Nevada, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the Corporation.
Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least fifteen (15) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than thirty (30) days and, in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
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Section 6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such lists shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.
Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his or duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors my be had by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting under such circumstances shall constitute presence at the meeting.
Section 9. Voting of Shares by Certain Holders. Shares standing in the name of another Corporation may be voted by such officer, agent or proxy as the Bylaws of such Corporation may prescribe or, in the absence of such provision, as the Board of Directors of such Corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be voted by him either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority to do so be contained in an appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not be voted directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.
Section 10. Informal Action by Shareholders. 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 if a consent in writing, setting forth the action so taken, shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof.
Article III: Board of Directors
Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of Directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one ( 1 ). Each Director shall hold office until the next annual meeting of shareholder and until his successor shall have been elected and qualified.
Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution.
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Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.
Section 5. Notice. Notice of any special meeting shall be given at least one (1) day previous thereto by written notice delivered personally or mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United Sates mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Directors may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. Quorum. A majority of the number of Directors fixed by Section 2 of the Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 8. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by a majority of the Directors.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.
Section 10. Compensation. By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as a Director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation thereof.
Section 11. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Article IV: Officers
Section 1. Number. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person. Officers may be Directors or shareholders of the Corporation.
Section 2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.
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Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever, in its judgement, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be terminable at will.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman shall preside. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deed, mortgages, bonds, contract, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by there Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors, If there is more than one Vice President, each Vice President shall succeed to the duties of the President in order of rank as determined by the Board of Directors. If no such rank has been determined, then each Vice President shall succeed to the duties of the President in order of date of election, the earliest date having the first rank.
Section 7. Secretary. The Secretary shall: (a) keep the minutes of the Board of Directors in one or more minute books provided for the purpose; (b) see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President certificates for share of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation, and (g) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.
Section 9. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.
Article V: Indemnity
Section 1. Definitions. For purposes of this Article, “Indemnitee” shall mean each Director or Officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a Director or Officer of this Corporation or is or was serving in any capacity at the request of this Corporation as a Director, Officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation, partnership, joint venture, trust, or other enterprise. The term “Proceeding” shall mean any threatened, pending or completed action or suit (including, without limitation, an action, suit or proceeding by or in the right of this Corporation), whether civil, criminal, administrative or investigative.
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Section 2. Indemnification. Each Indemnitee shall be indemnified and held harmless by this Corporation for all actions taken by him or her, and for all omissions (regardless of the date of any such action or omission), to the fullest extent permitted by Nevada law, against all expense, liability and loss (including, without limitation, attorney fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding. Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors and administrators. This Corporation may, by action of its Board of Directors, and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees. The rights to indemnification as provided in this Article shall be non-exclusive of any other rights that any person may have or hereafter acquire under an statute, provision of this Corporation’s Articles of Incorporation or Bylaws, agreement, vote of stockholders or Directors, or otherwise.
Section 3. Financial Arrangements. This Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a Director, Officer, employee or agent of this Corporation, or is or was serving at the request of this Corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in such capacity, whether or not this Corporation has the authority to indemnify him or her against such liability and expenses.
The other financial arrangements which may be made by this Corporation may include, but are not limited to, (a) creating a trust fund; (b) establishing a program of self-insurance; (c) securing its obligation of indemnification by granting a security interest or other lien on any of this Corporation’s assets, and (d) establishing a letter of credit, guarantee or surety. No financial arrangement made pursuant to this section may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancing expenses or indemnification ordered by a court. Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by this Corporation or any other person approved by the Board of Directors, even if all or part of the other person’s stock or other securities is owned by this Corporation. In the absence of fraud:
(a) the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section, and the choice of the person to provide the insurance or other financial arrangement is conclusive; and
(b) the insurance or other financial arrangement is not void or voidable; does not subject any Director approving it to personal liability for his action; and even if a Director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.
Section 4. Contract of Indemnification. The provisions of this Article relating to indemnification shall constitute a contract between this Corporation and each of its Directors and Officers, which may be modified as to any Director or Officer only with that person’s consent or as specifically provided in this section. Notwithstanding any other provision of the Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any Director or Officer shall apply to such Director or Officer only on a prospective basis and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of this Article so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of the Directors of this Corporation then serving, or (b) the stockholders as set forth in Article XII hereof; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.
Section 5. Nevada Law. References in this Article to Nevada law or to any provision thereof shall be to such law as it existed on the date these Bylaws were adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of an Indemnitee or limits the indemnification rights or the rights to advancement of expenses which this Corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Corporation’s Articles of Incorporation, these Bylaws, or both shall continue as theretofore to the extent permitted by law; and (b) if such change permits this Corporation, without the requirement of any further action by stockholders or Directors, to limit further the liability of Indemnitees or to provide broader indemnification rights or rights to the advancement of expenses than this Corporation was permitted to provide prior to such change, liability thereupon shall be so limited and the rights to indemnification and advancement of expenses shall be so broadened to the extent permitted by law. The Corporation shall indemnify its Directors, officers and employees as follows:
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Article VI: Contracts, Loans, Checks, and Deposits
Section 1. Contracts. The Board of Directors may authorize any office or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Article VII: Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, expect that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes, Provided, however, that upon any action undertaken by the shareholder to elect S Corporation status pursuant to Section 1362 of the Internal Revenue Code and upon any shareholders agreement thereto restricting the transfer of said shares so as to disqualify said S Corporation status, said restriction on transfer shall be made a part of the Bylaws so long as said agreements is in force and effect.
Article VIII: Fiscal Year
The fiscal year of the Corporation shall begin on the 1 st day of January and end on the 31 st day of December of each year.
Article IX: Dividends
The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and condition provided by law and its Articles of Incorporation.
Article X: Corporate Seal
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal."
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Article XI: Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the Corporation under the provision of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XII: Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors, or by the shareholder as any regular or special meeting of the shareholders.
The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 1 st day of May, 2013.
/s/ Yousef Dasuka
Yousef Dasuka, Director
/s/ Mahmoud Dasuka
______________________________
Mahmoud Dasuka, Director
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August 16, 2013
Board of Directors
UpperSolution.com
153 Lake Mead Parkway #2240
Henderson, NV 89015
Re: Registration Statement on Form S-1 for UpperSolution.com, a Nevada
corporation (the "Company")
Dear Ladies and Gentlemen:
I have acted a counsel to the company in regards to the above referenced filing. This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission with respect to the registration of 2,500,000 shares for direct public sale of the Company's common stock, $0.001 par value, to be sold by the issuer.
In connection therewith, I have examined and relied upon original, certified, conformed, Photostat or other copies of the following documents:
| i. | The Certificate of Incorporation of the Company; |
| ii. | The Registration Statement and the Exhibits thereto; and |
| iii. | Such other documents and matters of law, as I have deemed necessary for the expression of the opinion herein contained. |
In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals or certified documents of all copies submitted to me as conformed, Photostat or other copies. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.
Based on the foregoing, I am of the opinion that the Shares will upon the effectiveness of the registration and the issuance of the shares be duly and validly issued, duly authorized and are fully paid and non-assessable.
This opinion is limited to federal and Nevada law, including all applicable statutory provisions of the law and the reported judicial decisions interpreting such laws, as in effect on the date of the effectiveness of the registration statement, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel " in the prospectus comprising part of the Registration Statement.
| Sincerely yours, | |
| HAROLD P. GEWERTER, ESQ., LTD | |
| /s/Harold P. Gewerter, Esq | |
| Harold P. Gewerter, Esq. |
.
.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
UpperSolution.com
153 Lake Mead Parkway #2240
Henderson, NV 89015
We hereby consent to the use of our audit report dated August 14, 2013 in this Registration Statement on Form S-1, with respect to the balance sheet of UpperSolution.com as of May 31, 2013, and the related statements of operations, stockholders’ equity and cash flows for the period from April 20, 2013 (inception) through May 31, 2013. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Goldman Accounting Services CPA, PLLC
Goldman Accounting Services CPA, PLLC
Suffern, New York
August 16, 2013