UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Swift Start Corp.

(Exact Name of Registrant in its Charter)

 

Delaware

 

7370

 

46-2336496

(State or other Jurisdiction

of Incorporation)

 

(Primary Standard Industrial

Classification Code)

 

(IRS Employer

Identification No.)

 

248 Hewes Street

Brooklyn, NY 11211

(718) 521-6949

(Address and Telephone Number of Registrant’s Principal

Executive Offices and Principal Place of Business)

 

Copies of communications to:

Gregg E. Jaclin, Esq.

Szaferman, Lakind, Blumstein & Blader, PC

101 Grovers Mill Road, Suite 200

Lawrenceville, NJ 08648

Phone: 609-275-0400

Fax: 609-275-4511

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.        x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.        ¨

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

 

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.

 

Large accelerated filer

¨

 

Accelerated filer

¨

Non-accelerated filer

¨

 

Smaller reporting company

x

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each
Class Of
Securities to
be Registered

 

Amount to
be
Registered

 

 

Proposed
Maximum
Aggregate
Offering
Price per
share

 

 

Proposed
Maximum
Aggregate
Offering
Price

 

 

Amount of
Registration
fee

 

Common Stock, $0.0001 par value per share

 

 

2,040,000

 

 

$

0.0166

 

 

$

34,000

 

 

$

4.38

 

 

(1) This Registration Statement covers the resale by our selling shareholders of up to 2,040,000 shares of common stock previously issued to such selling shareholders.

 

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.0166 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

 

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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

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 becomes 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.

 

2

 

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION ON NOVEMBER [  ], 2013

 

 

 

SWIFT START CORP.

 

2,040,000 SHARES OF COMMON STOCK

 

The selling security holders named in this prospectus are offering all of the shares of common stock offered through this prospectus.  The common stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section is common stock that are shares that have already been issued and are currently outstanding. We will not receive any proceeds from the sale of the common stock covered by this prospectus.

 

Our common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock.  Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.0166 per share until our common stock is quoted on the OTC Bulletin Board (“OTCBB”) and thereafter at a prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.

 

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and are subject to reduced public company reporting requirements.

 

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 9 to read about factors you should consider before buying shares of our common stock.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.   

 

3

 

The Date of This Prospectus is: November 7, 2013

 

 

TABLE OF CONTENTS

 

 

PAGE

Prospectus Summary

5

Summary Financials

8

Risk Factors

9

Use of Proceeds

14

Determination of Offering Price

14

Dilution

14

Selling Shareholders

15

Plan of Distribution

16

Description of Securities to be Registered

17

Interests of Named Experts and Counsel

17

Description of Business

18

Description of Property

19

Legal Proceedings

19

Market for Common Equity and Related Stockholder Matters

19

Index to Financial Statements

20

Management Discussion and Analysis of Financial Condition and Financial Results

28

Plan of Operations

28

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

32

Directors, Executive Officers, Promoters and Control Persons

32

Executive Compensation

33

Security Ownership of Certain Beneficial Owners and Management

34

Transactions with Related Persons, Promoters and Certain Control Persons

34

 

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

 

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

 

4

 

 

PROSPECTUS SUMMARY

 

This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the common stock.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “Swift Start,” “Company,” “we,” “us” and “our” refer to Swift Start Corp.

 

Plan

 

We plan to develop a website that will offer comprehensive online computer programming courses for anyone with any level of computer programming knowledge, from beginners to experts. We will offer courses for all major computer programming languages, such as: C#, .NET, C++, C, Objective C, Java, JavaScript, HTML, ASP, XML, JQuery, PHP, Flash, Python, SQL, PERL, VB.NET, AJAX, CSS and all Microsoft Office Products. Our video courses will be developed and taught by seasoned teachers with extensive experience in the computer programming fields. We plan on initially hiring three teachers to teach the computer programming courses.

 

Students will pay a fee of $99.00 per month for access to the website and its resources. After students have completed an online course, they will be directed to take a test. Upon passing this test, they will receive a certification from the Company, evidencing their completion of the course. Given the high demand for employees with computer programming training, this certification could prove to be a valuable asset to employers in today’s market.

 

In addition to the computer programming languages taught, we will also offer special online courses on android and iphone app development for a one-time fee of $299.99.

 

5

 

Where You Can Find Us

 

We presently maintain our principal offices at 248 Hewes Street, Brooklyn, NY 11211. Our telephone number is 718-521-6949. Our website is www.swiftstart.net .

 

Implications of Being an Emerging Growth Company

 

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

 

•

A requirement to have only two years of audited financial statements and only two years of related MD&A;

 

•

Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

 

•

Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

 

•

No non-binding advisory votes on executive compensation or golden parachute arrangements.

 

We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.

 

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

For more details regarding this exemption, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies.”

 

 

6

 
The Offering

 

Common stock offered by selling security holders

 

2,040,000 shares of common stock. This number represents 22.57% of our current outstanding common stock (1).

 

 

 

Common stock outstanding before the offering

 

9,040,000 shares

 

 

 

Common stock outstanding after the offering

 

9,040,000 shares

 

 

 

Terms of the Offering

 

The selling security holders will determine when and how they will sell the common stock offered in this prospectus. The selling security holders will sell at a fixed price of $0.0166 per share until our common stock is quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market.

 

 

 

Termination of the Offering

 

The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.

 

 

 

Trading Market

 

There is currently no trading market for our common stock. We intend to apply soon for quotation on the OTC Bulletin Board. We will require the assistance of a market-maker to apply for quotation and there is no guarantee that a market-maker will agree to assist us.

 

 

 

Use of proceeds

 

We are not selling any shares of the common stock covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the shares of common stock covered by this prospectus.

 

 

 

Risk Factors

 

The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 9.

 

(1)                Based on 9,040,000 shares of common stock outstanding as of November 7, 2013.

 

7

 
Summary of Financial Information

 

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from March 20, 2013 (inception) through September 30, 2013 are derived from our audited annual financial statements and unaudited interim financial statements. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.

 

Statement of Operations:

 

For the Period
From March 20,
2013 (Inception)
To September 30, 2013

Revenues

                        - 

Operating expenses

   $          19,197 

Loss from Operations

   $        (19,197)

Net Loss

   $        (19,197)

Loss per common share - Basic and Diluted

   $            (0.00)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted

          7,219,897 

 

Balance Sheet Data:

 

 

 

As of
September 30, 2013

Cash and cash equivalents

 

$

15,503

 

 

 

 

Total assets

 

 

15,503

Total current liabilities

 

 

-

Total liabilities

 

 

-

Total stockholders' equity

 

 

15,503

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$

15,503

 

 8


RISK FACTORS

 

The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire amount invested in the common stock. Accordingly, prospective investors should carefully consider, along with other matters referred to herein, the following risk factors in evaluating our business before purchasing any Units. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment.  You should carefully consider the risks described below and the other information in this process before investing in our common stock.

 

Risks Related to Our Business

 

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

 

The audited financial statements included in the registration statement have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern. We have incurred significant losses since our inception. We have funded these losses primarily through the sale of securities.

 

Based on our financial history since inception, in their report on the financial statements for the period from March 20, 2013 (inception) to September 30, 2013, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. We are a development stage company that has generated no revenue.

 

There can be no assurance that we will have adequate capital resources to fund planned operations or that any additional funds will be available to us when needed or at all, or, if available, will be available on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.

 

WE HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANY.

 

The Company was formed on March 20, 2013. Prior to that time, the Company had no operations upon which an evaluation of the Company and its prospects could be based. There can be no assurance that management of the Company will be successful in completing the Company’s development of an interactive website and service, implementing the corporate infrastructure to support operations at the levels called for by the Company’s business plan, devise a marketing plan to successfully reach students interested in learning in becoming certified in various computer programming languages who will purchase services marketed by the Company or that the Company will generate sufficient revenues to meet its expenses or to achieve or maintain profitability.

 

WE MAY BE UNABLE TO RAISE ENOUGH CAPITAL THROUGH THIS OFFERING TO IMPLEMENT OUR BUSINESS PLAN AND YOU COULD LOSE ALL OF YOUR INVESTMENT.

 

We largely depend on additional capital through this Offering to implement our business plan and support our operations. If the Company is not successful in obtaining subscriptions for this Offering, our management will have to seek other sources for funding. At the present time, we have not made any arrangements to raise additional cash, other than through this Offering. We cannot assure you that we will be able to raise the working capital as needed on terms acceptable to us, if at all. 

 

If we are unable to raise capital as needed, we are required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results, or cease our operations entirely, in which case, you will lose all your investment.

 

9

YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.

 

If we raise additional capital subsequent to this Offering through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution.  In addition, we may also have to issue securities that may have rights, preferences and privileges senior to our Common Stock. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense.  

 

WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

 

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect these costs to be approximately $25,000 per year. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.

 

WE ARE AN “EMERGING GROWTH COMPANY,” AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO “EMERGING GROWTH COMPANIES” COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

 

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we expect and fully intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  We have elected to opt in to the extended transition period for complying with the revised accounting standards. We have elected to rely on these exemptions and reduced disclosure requirements applicable to “emerging growth companies” and expect to continue to do so.

 

THE JOBS ACT ALLOWS US TO DELAY THE ADOPTION OF NEW OR REVISED ACCOUNTING STANDARDS THAT HAVE DIFFERENT EFFECTIVE DATES FOR PUBLIC AND PRIVATE COMPANIES.

 

Since we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

 

10

 

OUR COMMON SHARES WILL NOT BE REGISTERED UNDER THE EXCHANGE ACT AND AS A RESULT WE WILL HAVE LIMITED REPORTING DUTIES WHICH COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

 

Our common shares are not registered under the Exchange Act. As a result, we will not be subject to the federal proxy rules and our directors, executive officers and 10% beneficial holders will not be subject to Section 16 of the Exchange Act. In addition, our reporting obligations under Section 15(d) of the Exchange Act may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our fiscal year. Our common shares are not registered under the Securities Exchange Act of 1934, as amended, and we do not intend to register our common shares under the Exchange Act for the foreseeable future, provided that, we will register our common shares under the Exchange Act if we have, after the last day of our fiscal year, more than either (i) 2000 persons; or (ii) 500 shareholders of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act. As a result, although, upon the effectiveness of the registration statement of which this prospectus forms a part, we will be required to file annual, quarterly, and current reports pursuant to Section 15(d) of the Exchange Act, as long as our common shares are not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the Securities and Exchange Commission a proxy statement and form of proxy complying with the proxy rules. In addition, so long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directs, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers, and beneficial holders will only be available through this (and any subsequent) registration statement, and periodic reports we file thereunder. Furthermore, so long as our common shares are not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.

 

BECAUSE OUR COMMON STOCK IS NOT REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OUR REPORTING OBLIGATIONS UNDER SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, MAY BE SUSPENDED AUTOMATICALLY IF WE HAVE FEWER THAN 300 SHAREHOLDERS OF RECORD ON THE FIRST DAY OF OUR FISCAL YEAR.

 

Our common stock is not registered under the Exchange Act, and we do not intend to register our common stock under the Exchange Act for the foreseeable future (provided that, we will register our common stock under the Exchange Act if we have, after the last day of our fiscal year, $10,000,000 in total assets and either more than 2,000 shareholders of record or 500 shareholders of record who are not accredited investors (as such term is defined by the Securities and Exchange Commission), in accordance with Section 12(g) of the Exchange Act).   As long as our common stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record.  This suspension is automatic and does not require any filing with the SEC.  In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.

 

 

OUR ARTICLES   OF INCORPORATION AND BY-LAWS PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.  

 

The Company’s Certificate of Incorporation and By-Laws include provisions that eliminate the personal liability of the directors of the Company for monetary damages to the fullest extent possible under the laws of the State of Delaware or other applicable law. These provisions eliminate the liability of directors to the Company and its stockholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Delaware law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director’s duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director’s liabilities under the federal securities laws or the recovery of damages by third parties.

 

 

11

 

REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.

 

The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.

  

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

 

We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.

 

In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

 

The increased costs associated with operating as a public company may decrease our net income or increase our net loss, and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

 

IF WE ARE NOT ABLE TO IMPLEMENT THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT IN A TIMELY MANNER OR WITH ADEQUATE COMPLIANCE, WE MAY BE SUBJECT TO SANCTIONS BY REGULATORY AUTHORITIES.

 

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal controls over financial reporting and, beginning with our annual report for fiscal year 2013, provide a management report on the internal control over financial reporting. We are in the preliminary stages of seeking consultants to assist us with a review of our existing internal controls and the design and implementation of additional internal controls that we may determine are appropriate. If we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. We will be evaluating our internal controls systems to allow management to report on, and eventually allow our independent auditors to attest to, our internal controls. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

 

We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, we may be subject to sanctions or investigation by regulatory authorities, such as the SEC or a stock exchange on which our securities may be listed in the future. Any such action could adversely affect our financial results or investors’ confidence in us and could cause our stock price to fall. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls that are deemed to be material weaknesses, we could be subject to sanctions or investigations by the SEC, any stock exchange on which our securities may be listed in the future, or other regulatory authorities, which would entail expenditure of additional financial and management resources and could materially adversely affect our stock price. Inferior internal controls could also cause us to fail to meet our reporting obligations or cause investors to lose confidence in our reported financial information, which could have a negative effect on our stock price.

 

To date, we have not evaluated the effectiveness of our internal controls over financial reporting, or the effectiveness of our disclosure controls and procedures, and we will not be required to evaluate our internal controls over financial reporting or disclose the results of such evaluation until the filing of our second annual report. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event an investor could lose his entire investment in our company.

 

 

12

 
 

Risks Related to Our Common Stock

 

THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.

 

There is no established public trading market for our Common Stock and there can be no assurance that one will ever develop. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result, holders of our securities may not find purchasers for our securities should they to sell securities held by them. Consequently, our securities should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite period of time.

 

WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.

 

We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any dividends in the foreseeable future, but will review this policy as circumstances dictate.

 

THE OFFERING PRICE OF THE COMMON STOCK WAS DETERMINED BASED ON THE PRICE OF OUR PRIVATE OFFERING, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO OUR ACTUAL VALUE, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.

 

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.0166 per share for the shares of common stock was determined based on the price of our private offering. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

 

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

 

We may be subject now and in the future to the SEC’s “penny stock” rules if our shares of Common Stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

 

In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our Common Stock. As long as our shares of Common Stock are subject to the penny stock rules, the holders of such shares of Common Stock may find it more difficult to sell their securities.

 

 

13

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The information contained in this report, including in the documents incorporated by reference into this report, includes some statement that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and their management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 

The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions.

 

Use of Proceeds

 

We will not receive any proceeds from the sale of common stock by the selling security holders. All of the net proceeds from the sale of our common stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”.  We have agreed to bear the expenses relating to the registration of the common stock for the selling security holders.

 

Determination of Offering Price

 

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was determined by the price of the common stock that was sold to our security holders pursuant to an exemption under Regulation S promulgated under the Securities Act of 1933.

 

The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

 

Although our common stock is not listed on a public exchange, we will be filing to obtain a quotation on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

 

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

 

Dilution

 

The common stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

 

14

 

 

Selling Security Holders

 

The common shares being offered for resale by the selling security holders consist of 2,040,000 shares of our common stock held by 34 shareholders. Such shareholders include the holders of 2,040,000 shares sold in our private offering pursuant to Regulation S sold through September 2013 at an offering price of $0.0166 per share.

  

The following table sets forth the names of the selling security holders, the number of shares of common stock beneficially owned by each of the selling stockholders as of September 12, 2013 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

 

Name

Shares
Beneficially
Owned
Prior
to Offering

Shares to
be Offered

Amount
Beneficially
Owned
After
Offering

Percent
Beneficially
Owned
After
Offering(1)

 

Amram Yehuda Raichman

 

 

60,000

60,000

0

0

%

Avital Salomon

 

 

60,000

60,000

0

0

%

Avram Samels

 

 

60,000

60,000

0

0

%

Chaim Meir Berezovsky

 

 

60,000

60,000

0

0

%

Chaim Yair Gotfrid

 

 

60,000

60,000

0

0

%

Chmuel Fridman

 

 

60,000

60,000

0

0

%

Chym Gotfrid

 

 

60,000

60,000

0

0

%

Eli Kriyeger

 

 

60,000

60,000

0

0

%

Eliyahu Bernstein

 

 

60,000

60,000

0

0

%

Eliyahu Zvulun Benedikt

 

 

60,000

60,000

0

0

%

Hava Hersh

 

 

60,000

60,000

0

0

%

Ihosua Shelsinger

 

 

60,000

60,000

0

0

%

Israel Katz

 

 

60,000

60,000

0

0

%

Israel Elharar

 

 

60,000

60,000

0

0

%

Israel Haizraeli

 

 

60,000

60,000

0

0

%

Kalonmus Kalman Adilman

 

 

60,000

60,000

0

0

%

Liber Mordehai Parush

 

 

60,000

60,000

0

0

%

Moshe Ehezkel Semiuals

 

 

60,000

60,000

0

0

%

Nahman Salem

 

 

60,000

60,000

0

0

%

Natan Nisan

 

 

60,000

60,000

0

0

%

Pinhas Zaltzman

 

 

60,000

60,000

0

0

%

Rahel Salem

 

 

60,000

60,000

0

0

%

Rivka Avlin

 

 

60,000

60,000

0

0

%

Shaina Gitel Aker

 

 

60,000

60,000

0

0

%

Shaul Hersh

 

 

60,000

60,000

0

0

%

Shneor Zalman Aker

 

 

60,000

60,000

0

0

%

Shulamit Elharar

 

 

60,000

60,000

0

0

%

Yechiel Barnstin

 

 

60,000

60,000

0

0

%

Yehoshua Shimhon Brizel

 

 

60,000

60,000

0

0

%

Yichak Aingber

 

 

60,000

60,000

0

0

%

Yochanan Shlomo Herzel

 

 

60,000

 

 

 

60,000

 

 

 

0

 

 

 

0

%

Yohanan Zaltzsman

 

 

60,000

 

 

 

60,000

 

 

 

0

 

 

 

0

%

Yosef Feldman

 

 

60,000

 

 

 

60,000

 

 

 

0

 

 

 

0

%

Yosef Salomon

 

 

60,000

 

 

 

60,000

 

 

 

0

 

 

 

0

%

TOTAL

 

 

2,040,000

2,040,000

0

22.57

%

 

(1)

Based on 9,040,000 shares outstanding as of September 12, 2013.

 

 

There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.

 

None of the selling shareholders or their beneficial owners:

-

has had a material relationship with us other than as a shareholder at any time within the past three years; or

 

-

has ever been one of our officers or directors or an officer or director of our predecessors or affiliates

 

-

are broker-dealers or affiliated with broker-dealers.

 

15

 
 

Plan of Distribution

 

The selling security holders may sell some or all of their shares at a fixed price of $0.0166 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTC Bulletin Board, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a quotation on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.0166 until a market develops for the stock. 

 

Once a market has developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders, who may be deemed to be underwriters, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

 

 

-

ordinary brokers transactions, which may include long or short sales,

 

-

transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,

 

-

through direct sales to purchasers or sales effected through agents,

 

-

through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or

 

-

any combination of the foregoing.

 

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. None of the selling security holders are broker-dealers or affiliates of broker dealers.

 

We will advise the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

 

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $32,000.

 

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

 

16

 

Description of Securities

 

General

 

We are authorized to issue an aggregate number of 200,000,000 shares of capital stock, 200,000,000 of which are common stock, $0.0001 par value per share.

 

Common Stock

 

We are authorized to issue 200,000,000 shares of common stock, $0.0001 par value per share. Currently we have 9,040,000 shares of common stock issued and outstanding. 

 

Each share of common stock shall have one (1) vote per share for all purpose. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of Board of Directors.

 

 

Dividends

 

We have not paid any cash dividends to our shareholders.  The declaration of any future cash dividends is at the discretion of our board of directors and depends  upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

 

Warrants

 

There are no outstanding warrants to purchase our securities.

 

Options

 

There are no outstanding options to purchase our securities.

 

Transfer Agent and Registrar

 

Currently we do not have a stock transfer agent. However, upon filing this Registration Statement, we do intend to engage a transfer agent to issue physical certificates to our shareholders.

 

Interests of Named Experts and Counsel

 

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

Szaferman, Lakind, Blumstein & Blader, P.C. located at 101 Grovers Mill Road, Suite 200, Lawrenceville, NJ 08648 will pass on the validity of the common stock being offered pursuant to this registration statement.

 

The financial statements as of September 30, 2013 and for the period from March 20, 2013 (inception) to September 30, 2013 included in this prospectus and the registration statement have been audited by Weinberg & Baer LLC, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

17

 

Information about the Registrant

 

DESCRIPTION OF BUSINESS

 

Overview

 

We were incorporated on March 20, 2013 under the laws of the state of Delaware. We plan to develop a website that will offer comprehensive online computer programming courses for anyone with any level of computer programming knowledge, from beginners to experts. We will offer courses for all major computer programming languages, such as: C#, .NET, C++, C, Objective C, Java, JavaScript, HTML, ASP, XML, JQuery, PHP, Flash, Python, SQL, PERL, VB.NET, AJAX, CSS and all Microsoft Office Products. Our video courses will be developed and taught by seasoned teachers with extensive experience in the computer programming fields. We plan on initially hiring three teachers to teach the computer programming courses.

 

We plan to generate revenue by charging our clients $99.00 per month for access to our website and its resources. Additional revenue will be earned by charging a flat fee of $299.99 for special courses on android and iphone app development.  

 

We are currently a development stage company. Since inception, our operations are limited to forming the Company and raising capital resource. We have not generated any revenues to date. We do not currently engage in any business activities that provide cash flow. At the date hereof, we have no cash at hand. We require additional capital to implement our business and fund our operations. See “Management’s Discussion and Analysis “on page 28.

 

The Company’s fiscal year end is December 31. The Company’s principal executive office and mailing address is 248 Hewes Street, Brooklyn, NY 11211. Our telephone number is 718-521-6949. The company’s website is www.swiftstart.net.

 

OUR BUSINESS

 

We were incorporated on March 20, 2013 under the laws of the state of Delaware. We plan to develop a website that will offer comprehensive online computer programming courses for anyone with any level of computer programming knowledge, from beginners to experts. We will offer courses for all major computer programming languages, such as: C#, .NET, C++, C, Objective C, Java, JavaScript, HTML, ASP, XML, JQuery, PHP, Flash, Python, SQL, PERL, VB.NET, AJAX, CSS and all Microsoft Office Products. Our video courses will be developed and taught by seasoned teachers with extensive experience in the computer programming fields. We plan on initially hiring three teachers to teach the computer programming courses.

 

Students will pay a fee of $99.00 per month for access to the website and its resources. After students have completed an online course, they will be directed to take a test. Upon passing this test, they will receive a certification from the Company, evidencing their completion of the course. Given the high demand for employees with computer programming training, this certification could prove to be a valuable asset to employers in today’s market.

 

In addition to the computer programming languages taught, we will also offer special online courses on android and iphone app development for a one-time fee of $299.99.

 

Target Market

 

We plan to target the general public as the video lessons will be suitable for all levels of programming, from beginners to advanced programmers.

 

Marketing and Sales

 

At this early stage of our operation, our President and Secretary are expected to handle all marketing and sales efforts. After our first year of operation, we hope to have generated enough revenue to develop a marketing campaign to promote and publicize our website and service.

 

Competition

 

There are a number of companies that offer online computer programming training. Our main competitors are Code School ( www.codeschool.com ), Learn Street ( www.learnstreet.com ), CodeHS ( www.codehs.com ), PluralSight ( http://pluralsight.com ), and Tutsplus ( https://tutsplus.com ). These competitors offer a smaller selection of programming languages than we plan on offering to our clients.

 

Strategic Alliances

 

              We have no strategic alliances at this time.

 

Services Pricing

 

Swift Start will charge a monthly fee of $99.00 for access the Company’s website and the courses it provides. There will be an additional fee of $299.99 for an online course on android and iphone app development.  

 

Employees

 

We presently have no employees apart from our founding officers.

 

 

18

 

DESCRIPTION OF PROPERTY

 

Our principal executive office is located at 248 Hewes Street, Brooklyn, New York 11211, and our telephone number is 718-521-6949.The principal executive office is also the personal residence of our Company’s president. As our Company grows and more space is needed, we will consider acquiring real estate solely for Company operations.

 

 

LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

There is presently no public market for our shares of common stock. We anticipate applying for quoting of our common stock on the OTCBB upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be quoted on the OTCBB or, if quoted, that a public market will materialize.

 

Holders of Capital Stock

 

As of the date of this registration statement, we had 36 holders of our common stock.

 

Rule 144 Shares

 

As of the date of this registration statement, we do not have any shares of our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.

 

Stock Option Grants

 

We do not have a stock option plan in place and have not granted any stock options at this time.

 

 

19

 

 

 SWIFT START CORP.

( A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 

Report of Independent Registered Public Accounting Firm

F-1

 

Balance Sheet as of September 30, 2013

F-2

 

Statement of Operations for the period from March 20, 2013 (Inception) through September 30, 2013

F-3

 

Statement of Changes in Stockholders ’ Equity for the Period from March 20, 2013 (Inception) through September 30, 2013

F-4

 

Statement of Cash Flows For the Period from March 20, 2013 (Inception) through September 30, 2013

F-5

 

Notes to Financial Statements

F-6

 

 

20

 


 

 

REPORT OF REGISTERED INDEPENDENT AUDITORS

 

 

To the Board of Directors of:

Swift Start Corp.

(A Development Stage Company)

 

We have audited the accompanying balance sheet of Swift Start Corp. (a Delaware corporation in the development stage) as of September 30, 2013 and the related statements of operations, stockholders’ equity, and cash flows for the period from inception (March 20, 2013) through September 30, 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 audit.

 

We conducted our audit in accordance with 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 audit 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Swift Start Corp. as of September 30, 2013 and the results of its operations and its cash flows from inception (March 20, 2013)  through September 30, 2013 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of September 30, 2013, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 6 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Respectfully submitted,

 

Weinberg & Baer LLC

Baltimore, Maryland

November 4, 2013

 

 

F-1

 

 

 

SWIFT START CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

 

September 30,

               2013 

ASSETS

Current Assets:

Cash

   $       15,503 

Total current assets

            15,503 

Total assets

   $       15,503 

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Total current liabilities

   $                 - 

Stockholders' Equity:

Common stock, 200,000,000 shares authorized, par value $0.0001,

9,040,000 shares issued and outstanding

                 904 

Additional paid in capital

            33,796 

Deficit accumulated during the development stage

          (19,197)

Total stockholders' equity

            15,503 

Total liabilities and stockholders' equity

   $       15,503 

The accompanying notes are an integral part of these financial statements.

 

  

F-2

 

SWIFT START CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

 

March 20, 2013

(Inception) to

September 30, 2013

Revenue

   $                                   - 

General and Administrative expenses

                              19,197 

Operating loss

                            (19,197)

Loss before income taxes

                            (19,197)

Provision for Income Taxes

                                        - 

Net loss

   $                        (19,197)

Basic and Diluted

Loss Per Common Share

   $                            (0.00)

Weighted Average Number of

Common Shares Outstanding

                         7,219,897 

The accompanying notes are an integral part of these financial statements.

 

F-3

 

 

SWIFT START CORP

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM MARCH 20, 2013 (INCEPTION) TO SEPTEMBER 30, 2013

 

 

Common Stock

Additional

Paid in

Capital

 

Deficit

Accumulated

During the

Development

Stage

 

Total

Stockholders'

Equity (Deficit )

Shares

 

Amount

Balances - March 20, 2013 (Inception )

                     -

 

   $       -

   $            -

 

   $              - 

 

  $              - 

 

 

 

Common stock issued to directors for services ($0.0001 per share)

      7,000,000

 

       700

                -

 

                   - 

 

             700 

Common stock issued for cash ($0.017 per share)

      2,040,000

 

       204

       33,796

 

                   - 

 

        34,000 

Net loss for the period

                     -

 

            -

                -

 

       (19,197)

 

      (19,197)

Balance - September 30, 2013

      9,040,000

 

       904

       33,796

 

       (19,197)

 

        15,503 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

F- 4

 

 

SWIFT START CORP

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

 

March 20, 2013

(Inception) to

September 30,

2013

OPERATING ACTIVITIES:

Net loss

   $                  (19,197)

Adjustments to reconcile net loss to cash used in

in operating activities:

Shares issued for services

                              700 

Net cash used in operating activities

                       (18,497)

 FINANCING ACTIVITIES:

Proceeds from stock issued

                         34,000 

Cash provided by financing activities

                         34,000 

Net change in cash

                         15,503 

Cash, Beginning of Period

                                  - 

Cash, End of Period

   $                    15,503 

SUPPLEMENTAL DISCLOSURES OF

CASH FLOW INFORMATION

Cash paid during the period for:

Interest

   $                             - 

Income taxes

   $                             - 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

F-5

 

 

SWIFT START CORP

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2013

 

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Swift Start Corp (“the Company”) was incorporated under the laws of the state of Delaware on March 20, 2013. The Company began limited operations on May 30, 2013, is considered a development stage company and has not yet realized any revenues from its planned operations.

The Company is engaged in the internet based education business.

As a development stage enterprise, the Company discloses the retained earnings or deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES  

Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 fiscal year end.

Use of Estimates

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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

Income Taxes

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

When required, the Company records a liability for unrecognized tax positions, defined as the aggregate tax effect of differences between positions taken on tax returns and the benefits recognized in the financial statements. Tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. The Company has no uncertain tax positions that require the Company to record a liability. The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed.

The Company recognizes penalties and interest associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the balance sheet. The Company had no accrued penalties and interest as of September 30, 2013.

Loss per Share

The basic loss per share is calculated by dividing our net income available to common shareholders by the number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing our net income loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. The Company has not issued any potentially dilutive debt or equity securities.

Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

F-6

 

NOTE 3. INCOME TAXES

The Company uses the liability method , where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.   As of September 30, 2013, the Company had a deferred tax asset of approximately $6,527 related to net operating losses. A valuation allowance was recorded against the tax asset to reduce the carrying value to zero.   

NOTE 4. STOCKHOLDERS’ EQUITY (DEFICIT)

Authorized

The Company is authorized to issue 200,000,000 shares of $0.0001 par value common stock. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

Issued and Outstanding

On March 20, 2013, the Company issued 7,000,000 shares of common stock to the directors of the Company for services. The stock was valued at par value.

From June 4, 2013 through September 12, 2013, the Company accepted subscriptions to issue 2,040,000 shares of common stock for proceeds of $34,000.

NOTE 5. CONFLICTS OF INTEREST

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 6. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no revenues. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management is planning to raise funds through debt or equity offerings. There is no guarantee that the Company will be successful in these efforts.

NOTE 7 – RELATED PARTY TRANSACTIONS

On March 20, 2013, the Company issued 7,000,000 shares of common stock to the directors of the Company for services. The stock was valued at par value.

NOTE 8 – SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after September 30, 2013 through the date of this filing.

 

 

F-7

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULT OF OPERATIONS

 

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

Plan of Operations

 

We have commenced limited operations and our proposed business plan is not yet fully operational. We are finalizing our business plan and working to obtain our first client but have not yet engaged any clients.

 

Swift Start Corp. is in the business of providing online courses for computer programming. In November 2013, we plan to begin providing online private lessons before the permanent website is completed. This will allow us to begin to establish a customer base immediately. In the next four to six months, we plan to have the permanent website up and running.  In the next twelve months, we hope to have created enough revenue to start a major ad campaign to promote our website and service.

 

We are a development stage company, and to date, our development efforts have been focused primarily on the development and marketing of our business model. In addition, to date we have limited operating history for investors to evaluate the potential of our business development. As such, we have not built our customer base or our brand name. In addition, our sources of cash are not adequate for the next 12 months of operations. If we are unable to raise additional cash, we will either have to suspend or cease our expansion plans entirely.

 

Limited Operating History

 

We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

 

Critical Accounting Policies and Estimates

 

While our significant accounting policies are more fully described in Note 1 to our financial statements for the period ended September 30, 2013 we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

 

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

 

28

 
 

Basis of Presentation and Organization

 

Swift Start Corp. (“Swift Start” or the “Company”) is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated under the laws of the State of Delaware on March 20, 2013. The Company plans to develop a website that will offer comprehensive online computer programming courses for anyone with any level of computer programming knowledge, from beginners to experts. The website will offer courses for all major computer programming languages, such as: #, .NET, C++, C, Objective C, Java, JavaScript, HTML, ASP, XML, JQuery, PHP, Flash, Python, SQL, PERL, VB.NET, AJAX, and CSS Microsoft Office Products. The video courses will be developed and taught by seasoned teachers with extensive experience in the computer programming fields.

 

Development Stage

 

As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

 

 

Cash and Cash Equivalents  

 

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

 

Revenue Recognition

 

The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

 

Loss per Common Share

 

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period from March 20, 2013 to September 30, 2013.

 

Income Taxes

 

Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

 

The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes.  It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties.  The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States.   All of the Company’s tax years since inception remain subject to examination by Federal and state jurisdictions.

 

The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations.

 

Fair Value of Financial Instruments

 

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of September 30, 2013, the carrying value of loans from the CEO approximated fair value due to the short-term nature and maturity of these instruments.

 

Estimates

 

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and revenues and expenses for the period from March 20, 2013 (inception) through September 30, 2013 . Actual results could differ from those estimates made by management .

 

 

Recent Accounting Pronouncements

 

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

 

29

 

Results of Operations

 

For the Period
March 20, 2013

(Inception) to

September 30, 2013

Revenues

$

                            -

Operating expenses

$

                  19,197

Loss from Operations

$

                (19197)

Net Loss

$

               (19,197)

Loss per common share - Basic and Diluted

$

                   (0.00)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted

             7,219,897

 

For the period from March 20, 2013 (Inception) to September 30, 2013

 

Revenue

 

For the period from March 20, 2013 (inception) to September 30, 2013 we had $0 in revenue. We did not generate any revenue during this period because we were setting up all our corporate documents and beginning our business.

 

Expenses

 

Expenses for the period from March 20, 2013 (inception) to September 30, 2013 totaled $19,197. The majority of the expenses incurred during the period consisted of corporate filings and start-up costs.

 

Net Loss

 

As a result of the factors described above, our net loss for the fiscal year ended September 30, 2013 was $19,197.

 

30

 

 

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. We have been funding our operations through the sale of our common stock.

 

Our primary uses of cash have been for salaries and fees paid to third parties for the development of our products. All funds received have been expended in the furtherance of growing the business and establishing brand portfolios. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

 

 

¨

An increase in working capital requirements to finance additional product development,

 

¨

Addition of administrative and sales personnel as the business grows,

 

¨

Increases in advertising, public relations and sales promotions for existing and new brands as the company expands within existing markets or enters new markets,

 

¨

The cost of being a public company, and

 

¨

Capital expenditures to add additional technology.

  

Our net revenues are not sufficient to fund our operating expenses. At September 30, 2013, we had a cash balance of $15,503 and working capital of $15,503. Since inception, we have raised $34,000. We currently have no material commitments for capital expenditures. We may be required to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations.   We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. Other than working capital, we presently have no other alternative source of working capital. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We do not anticipate we will be profitable in 2013.  Therefore our future operations will be dependent on our ability to secure additional financing.  Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.

 

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

 

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

 

 

31

 

Our business plan within 12 months is outlined below:

 

 

In November 2013, we plan to begin providing online private lessons before the permanent website is completed. This will allow us to begin to establish a customer base immediately before our website is completed.

 

In the next four to six months, we plan to have our permanent website, www.swiftstart.net, up and running and fully operational. We will advertise our business on the Internet and in major newspapers. We also intend to hire two or three customer service agents who will act as sales representatives to answer phone call inquiries as well as consult clients on the different membership plans we offer.

 

In the next seven to nine months, we plan to upgrade our website by adding a social networking component, including live chat rooms for  members to ask and answer each other’s questions, as well as provide insight on their progress in the courses they are taking.

 

In the next twelve months, we hope to have created enough revenue to initiate a nationwide advertising campaign to promote our website and service.

 

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Contractual Obligations

 

We do not have any contractual obligations at this time.

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

The following table sets forth the names and ages of officers and director as of September 23, 2013. Our executive officers are elected annually by our Board of Directors. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified. 

 

Name

 

Age

 

Position

Shaul Martin

33

 

President

Benyamin Anshin

 

31

 

Secretary and Treasurer

 

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

 

Shaul Martin, President

 

From February 2008 until May 2013, Mr. Martin worked as a salesman in the camera department at B&H Photo, Video and Audio in New York City.

 

Benyamin Anshin, Secretary and Treasurer

 

              For the past 8 years, Mr. Anshin has been a freelancer in web development.

 

  Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

32

 

 

EXECUTIVE COMPENSATION

 

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the period from March 20, 2013 (inception) through September 30, 2013:

 

SUMMARY COMPENSATION TABLE

 

Name
and
Principal
Position

 

Year

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)

Non-
Equity
Incentive Plan
Compensation
($)

Non-
Qualified
Deferred
Compensation
Earnings ($)

All
Other
Compensation
($)

Totals
($)

 

Shaul Martin (1)

 

 

2013

 

 

$

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

$

0

 

Benyamin Anshin (2)

 

 

2013

 

 

$

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

$

0

 

 

(1)

Mr. Martin received 5,000,000 founders common shares in exchange for services rendered.

 

(2)

Mr. Anshin received 2,000,000 founders common shares in exchange for services rendered.

 

 

 

 

Option Grants Table

 

There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the period from March 20, 2013 (inception) through September 30, 2013.

 

Aggregated Option Exercises and Fiscal Year-End Option Value Table .

 

There were no stock options exercised during period ending September 30, 2013 by the executive officers named in the Summary Compensation Table.

 

Long-Term Incentive Plan (“LTIP”) Awards Table

 

There were no awards made to a named executive officers in the last completed fiscal year under any LTIP.

 

Compensation of Directors

 

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

 

Employment Agreements

 

Currently, we do not have any employment agreements in place with our officers and directors.

 

33

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of September 30, 2013, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

 

 

Name

Number of Shares
Beneficially Owned

Percent of Class (1)

 

Shaul Martin
248 Hewes Street
Brooklyn, NY 11211

 

 

5,000,000

 

 

 

55.31%

Benyamin Anshin

248 Hewes Street
Brooklyn, NY 11211

 

 

2,000,000

 

 

 

22.12%

 

All Executive Officers and Directors as a group (2 persons)

 

 

7,000,000

 

 

 

77.43%

 

*

less than 1%

 

(1)

Based on 9,040,000 shares of common stock outstanding as of September 12, 2013.

 

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

 

On March 20, 2013, the Company issued 5,000,000 shares of its common stock to its Director and President, Shaul Martin, and 2,000,000 shares of common stock to its Secretary, Benyamin Anshin, for services rendered.

 

Item 12A. Disclosure of Commission Position on Indemnification of Securities Act Liabilities

 

Our directors and officers are indemnified as provided by the Delaware corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person 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, we will, unless in the opinion of our 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.

  

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

 

34

 

 

SWIFT START CORP.

 

2,040,000 SHARES OF COMMON STOCK

 

PROSPECTUS

 

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

The Date of This Prospectus is November 7, 2013

 

 

PART II   INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution

 

Securities and Exchange Commission registration fee

 

$

4.38

Federal Taxes

 

$

0

State Taxes and Fees

 

$

500

Transfer Agent Fees

 

$

0

Accounting fees and expenses

 

$

12,000

Legal fees and expense

 

$

20,000

Blue Sky fees and expenses

 

$

0

Miscellaneous

 

$

0

Total

 

$

32,504.38

 

All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

 

35

 

Item 14. Indemnification of Directors and Officers

 

To the fullest extent permitted by the laws of the State of Delaware, our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his/her position, if he/she acted in good faith and in a manner he/she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he/she is to be indemnified, we must indemnify him/her against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable. 

 

Item 15. Recent Sales of Unregistered Securities

 

We were incorporated in the State of Delaware on March 20, 2013. In connection with incorporation, we issued 7,000,000 shares of common stock to our founder for services rendered.  These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

 

 

In September 2013, we sold through a Regulation S offering a total of 2,040,000 shares of common stock to 34 investors, at a price per share of $0.0166 for an aggregate offering price of $34,000.  The Common Stock issued in this offering was issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Regulation S of the Securities Act of 1933.

Please note that all shares purchased in the Regulation S offering completed in September 2013 were restricted in accordance with Rule 144 of the Securities Act of 1933. In addition, each of these shareholders are located outside the United States and each of the sales occurred outside the United States.

 

We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.

 

36

 

Item 16. Exhibits and Financial Statement Schedules

 

EXHIBIT

NUMBER

 

 

DESCRIPTION

3.1

 

Articles of Incorporation

3.2

 

By-Laws

5.1

 

Opinion of Szaferman, Lakind, Blumstein & Blader, P.C.

23.1

 

Consent of Weinberg & Baer LLC

23.2

 

Consent of Counsel (included in Exhibit 5.1, hereto)

 

 

Item 17. Undertakings

 

(A) The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

i.    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

ii.   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth 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 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

 

iii.  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 

 

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 

 

(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

37

 

 

SIGNATURES

 

Pursuant to the requirement of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Brooklyn, State of New York, on November 7, 2013.

 

 

SWIFT START CORP.

 

 

 

By:

/s/ Shaul Martin

 

 

Shaul Martin

 

 

President

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Shaul Martin

 

Chief Executive Officer, Director

 

November 7, 2013

Shaul Martin

 

 

 

 

 

 

 

 

[EXHIBIT31ARTICLESOFINCORP002.GIF]



[EXHIBIT31ARTICLESOFINCORP004.GIF]



R ESOLUTIONS A DOPTED B Y T HE I NCORPORATOR

OF

S WIFT S TART C ORP .

The Undersigned, being the sole Incorporator of  Swift Start Corp. , a Delaware

Corporation (the “ Corporation ” ) hereby adopts the following resolutions:

(1)   RESOLVED, that a copy of the Certificate of Incorporation of the

Corporation, together with the original receipt showing payment of the

statutory organization tax and filing fee, be inserted in the Minute Book of the

Corporation.

(2)   RESOLVED, that the following person(s) be, and he hereby is/are, elected as

Director(s) of the Corporation, to serve until the first annual meeting of

shareholders, and until their successors are elected and qualify:

Fraida Dardick, 248 Hewes St, Brooklyn NY 11211

(3)   FURTHER RESOLVED, that the undersigned hereby resigns as incorporator

and terminates any and all involvement relative to any and all business

activities of the Corporation.

Dated: March 20, 2013

[EXHIBIT31ARTICLESOFINCORP006.GIF]

_________________________________________

Taylor Lolya, Incorporator



BYLAWS

OF

SWIFT START CORP.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1.    CERTIFICATES   REPRESENTING   STOCK.    Certificates   representing stock   in

the   corporation   shall   be   signed   by,   or   in   the   name   of,   the   corporation   by the   Chairperson   or   Vice-

Chairperson   of   the   Board   of   Directors,   if   any,   or   by   the   Chief   Executive   Officer   or   a   Vice-Chief

Executive   Officer   and   by   the  Chief   Financial  Officer  or   an   Assistant  Financial  Officer   or   the

Secretary   or   an   Assistant   Secretary   of   the   corporation.     Any   or   all   the   signatures   on   any   such

certificate   may   be   a   facsimile.   In   case   any   officer,   transfer   agent,   or   registrar   who   has   signed   or

whose   facsimile   signature   has   been   placed   upon   a   certificate   shall   have   ceased   to   be   such   officer,

transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with

the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Whenever   the   corporation   shall   be   authorized   to   issue   more than   one class   of   stock

or more than one series of any class of stock, and whenever the corporation shall issue any shares of

its stock as partly paid stock, the certificates representing shares of any such class or series or of any

such   partly paid   stock   shall   set   forth   thereon   the   statements   prescribed   by the   General   Corporation

Law.    Any restrictions   on   the   transfer   or   registration   of   transfer   of   any shares   of   stock   of   any class

or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place

of   any   certificate   theretofore   issued   by   it,   alleged   to   have   been   lost,   stolen,   or   destroyed,   and   the

Board   of   Directors   may   require   the   owner   of   the   lost,   stolen,   or   destroyed   certificate,   or   such

owner's   legal   representative,   to   give   the   corporation   a   bond   sufficient   to   indemnify the corporation

against any claim that may be made against it on account of the alleged loss, theft, or destruction of

any such certificate or the issuance of any such new certificate or uncertificated shares.

2.    UNCERTIFICATED  SHARES.    Subject  to  any   conditions  imposed  by   the

General   Corporation   Law,   the   Board   of   Directors   of   the   corporation   may   provide   by resolution   or

resolutions   that   some   or   all   of   any   or   all   classes   or   series   of   the   stock   of   the   corporation   shall   be

uncertificated   shares.    Within   a   reasonable   time   after   the   issuance   or   transfer   of   any uncertificated

shares,   the   corporation   shall   send   to   the   registered   owner   thereof   any   written   notice   prescribed   by

the General Corporation Law.

3.   FRACTIONAL   SHARE   INTERESTS.   The   corporation   may,   but   shall   not   be

required to, issue fractions of a share.    If the corporation does not issue fractions of a share, it shall

(1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair



value   of   fractions   of   a   share   as   of   the   time   when   those   entitled   to   receive   such   fractions   are

determined,   or   (3)   issue   scrip   or   warrants   in   registered   form   (either   represented   by   a   certificate   or

uncertificated)   or   bearer form (represented by a certificate) which shall entitle the holder to receive

a full share upon the surrender of such scrip or warrants aggregating a full share.  A certificate for a

fractional   share   or   an   uncertificated   fractional   share   shall,   but   scrip   or   warrants   shall   not   unless

otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon,

and   to   participate   in   any of   the   assets   of   the   corporation   in   the   event   of   liquidation.    The   Board   of

Directors   may cause   scrip   or   warrants   to   be issued   subject   to   the conditions   that   they shall become

void if not exchanged for certificates representing the full shares or uncertificated full shares before

a  specified  date,  or  subject  to  the  conditions  that  the  shares  for  which  scrip  or  warrants  are

exchangeable   may be   sold   by the corporation and the proceeds thereof distributed to the holders of

scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4.  STOCK TRANSFERS.  Upon compliance with provisions restricting the transfer

or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of

stock of the corporation shall be made only on the stock ledger of the corporation by the registered

holder thereof, or by the registered holder's attorney thereunto authorized by power of attorney duly

executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any,

and, in the case of shares represented by certificates, on surrender of the certificate or certificates for

such shares of stock properly endorsed and the payment of all taxes due thereon.

5.   RECORD   DATE   FOR   STOCKHOLDERS.    In   order   that   the   corporation   may

determine   the   stockholders   entitled   to   notice   of   or   to   vote   at   any   meeting   of   stockholders   or   any

adjournment   thereof,   the   Board   of   Directors   may   fix   a   record   date,   which   record   date   shall   not

precede   the   date   upon   which   the   resolution   fixing   the   record   date   is   adopted   by   the   Board   of

Directors, and which record date shall not be more than sixty nor less than ten days before the date

of  such  meeting.    If  no  record  date  is  fixed  by  the  Board  of  Directors,  the  record  date  for

determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the

close of business on the day next preceding the day on which notice is given, or, if notice is waived,

at   the   close   of   business   on   the   day   next   preceding   the   day   on   which   the   meeting   is   held.     A

determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders

shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may

fix   a   new   record   date   for   the   adjourned   meeting.    In   order   that   the   corporation   may determine   the

stockholders   entitled   to   consent   to   corporate   action   in   writing   without   a   meeting,   the   Board   of

Directors   may   fix   a   record   date,   which   record   date   shall   not   precede   the   date   upon   which   the

resolution   fixing   the   record   date   is   adopted   by the   Board   of   Directors,   and   which   date   shall   not   be

more than ten days after the date upon which the resolution fixing the record date is adopted by the

Board   of   Directors.    If   no   record   date   has   been   fixed   by the Board   of   Directors,   the record date for

determining   the   stockholders   entitled   to   consent   to   corporate   action   in   writing   without   a   meeting,

when no prior action by the Board of Directors is required by the General Corporation Law, shall be

the   first   date   on   which   a   signed   written   consent   setting   forth   the   action   taken   or   proposed   to   be

taken   is   delivered   to   the   corporation   by   delivery   to   its   principal   place   of   business   or   an   officer   or

agent    of    the    corporation    having    custody  of    the    book    in    which    proceedings    of    meetings    of

stockholders   are   recorded.   If   no   record   date   has   been   fixed   by   the   Board   of   Directors   and   prior



action   by   the   Board   of   Directors   is   required   by   the   General   Corporation   Law,   the   record   date   for

determining   stockholders   entitled   to   consent   to   corporate   action   in   writing   without   a   meeting   shall

be   at   the   close   of business on the day on which the Board of Directors adopts the resolution taking

such   prior   action.   In   order   that   the   corporation   may   determine   the   stockholders   entitled   to   receive

payment of any dividend or other distribution or allotment of any rights or the stockholders entitled

to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose

of any other lawful action, the Board of Directors may fix a record date, which record date shall not

precede the date upon which the resolution fixing the record date is adopted, and which record date

shall be not more than sixty days prior to such action.    If no record date is fixed, the record date for

determining stockholders for any such purpose shall be at the close of business on the day on which

the Board of Directors adopts the resolution relating thereto.

6.   MEANING   OF   CERTAIN   TERMS.   As   used   herein   in   respect   of   the   right   to

notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent

or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "share

of   stock"   or   "shares   of   stock"   or   "stockholder"   or   "stockholders"   refers   to   an   outstanding   share   or

shares  of   stock   and   to   a   holder   or   holders   of   record   of   outstanding   shares   of   stock   when   the

corporation   is   authorized   to   issue   only   one   class   of   shares   of   stock,   and   said   reference   is   also

intended   to   include   any outstanding share or   shares   of   stock   and any holder or holders of record of

outstanding   shares   of   stock   of   any class   upon   which   or   upon   whom   the certificate of   incorporation

confers   such   rights   where   there   are   two   or   more   classes   or   series   of   shares   of   stock   or   upon   which

or upon whom the General Corporation Law confers such rights notwithstanding that the certificate

of   incorporation   may   provide   for   more   than   one   class   or   series   of   shares   of   stock,   one   or   more   of

which are limited or denied such rights thereunder; provided, however, that no such right shall vest

in the event of an increase or a decrease in the authorized number of shares of stock of any class or

series    which    is    otherwise    denied    voting    rights    under    the    provisions    of    the    certificate    of

incorporation, except as any provision of law may otherwise require.

7.  STOCKHOLDER MEETINGS.

-   TIME.    The   annual   meeting   shall   be   held   on   the   date   and   at   the   time   fixed,   from

time   to   time,   by the   directors,   provided,   that the first annual meeting shall be held on a date within

thirteen   months   after   the   organization   of   the corporation, and each successive annual meeting shall

be   held   on   a   date   within   thirteen   months   after   the date of   the preceding annual   meeting.    A special

meeting shall be held on the date and at the time fixed by the directors.

-   PLACE.    Annual   meetings   and   special   meetings   may be held   at   such   place,   either

within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the

directors  shall  fail  to   fix  such   place,   the   meeting   shall  be   held   at  the   registered   office   of   the

corporation   in   the   State   of   Delaware.     The   board   of   directors   may   also,   in   its   sole   discretion,

determine   that   the   meeting shall   not   be held   at   any place,   but   may instead   be held   solely by means

of   remote   communication as authorized by Section 211(a)(2) of the Delaware General Corporation

Law.   If   a   meeting   by   remote   communication   is   authorized   by   the   board   of   directors   in   its   sole

discretion,    and    subject    to    guidelines    and    procedures    as    the    board    of    directors    may    adopt,



stockholders   and   proxyholders   not   physically   present   at   a   meeting   of   stockholders   may,   by   means

of remote communication participate in a meeting of stockholders and be deemed present in person

and   vote   at   a   meeting   of   stockholders   whether   such   meeting   is   to   be   held   at   a   designated   place   or

solely   by   means  of  remote  communication,  provided  that  (a)  the  corporation  shall  implement

reasonable measures to verify that each person deemed present and permitted to vote at the meeting

by   means   of   remote   communication   is   a   stockholder   or   proxyholder,   (b)   the   corporation   shall

implement    reasonable    measures    to    provide  such    stockholders    and    proxyholders    a  reasonable

opportunity   to   participate   in   the   meeting   and   to   vote   on   matters   submitted   to   the   stockholders,

including   an   opportunity   to   read   or   hear   the   proceedings   of   the   meeting   substantially concurrently

with   such   proceedings,   and   (c)   if   any stockholder   or   proxyholder   votes   or   takes   other   action   at   the

meeting  by  means  of  remote  communication,  a  record  of  such  vote  or  other  action  shall  be

maintained by the corporation.

- CALL.  Annual meetings and special meetings may be called by the directors or by

any officer instructed by the directors to call the meeting.

-   NOTICE   OR   WAIVER   OF   NOTICE.     Written   notice   of   all   meetings   shall   be

given,   which   shall   state   the   place,   if   any,   date,   and   hour   of   the   meeting,   the   means   of   remote

communication,   if   any,   by   which   stockholders   and   proxyholders   may   be   deemed   to   be   present   in

person   and   vote   at   such   meeting,   and   in   the   case   of   a   special   meeting,   the   purpose   or   purposes   for

which   the   meeting   is   called.    The   notice   of   an   annual   meeting shall   state that   the meeting is   called

for   the   election   of   directors   and   for   the   transaction   of   other   business   which   may   properly   come

before the meeting, and shall (if any other action which could be taken at a special meeting is to be

taken   at   such   annual   meeting)   state   the   purpose   or   purposes.   The   notice   of   any   meeting   shall   also

include, or be accompanied by, any additional statements, information, or documents prescribed by

the   General   Corporation   Law.    Except   as   otherwise   provided   by the   General   Corporation   Law,   the

written   notice   of   any meeting shall   be   given   not   less   than   ten   days nor more than sixty days before

the   date   of   the   meeting   to   each   stockholder   entitled   to   vote   at   such   meeting.    If   mailed,   notice   is

given when deposited in the United States mail, postage prepaid, directed to the stockholder at such

stockholder = s   address   as   it   appears   on   the   records   of   the corporation.    If   a meeting is   adjourned   to

another   time   or   place,   notice   need   not   be   given   of   the   adjourned   meeting   if   the   time,   place,   if   any,

thereof,   and   the means of remote communications, if any, by which stockholders and proxyholders

may   be   deemed   to   be   present   in   person   and   vote   at   such   adjourned   meeting   are   announced   at   the

meeting at which the adjournment is taken.    At the adjourned meeting the corporation may transact

any   business   which   might   have   been   transacted   at   the   original   meeting.    If   the   adjournment   is   for

more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting,

a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the

meeting.    Whenever   notice   is   required   to   be   given   under   the   Delaware   General   Corporation   Law,

certificate   of   incorporation   or   bylaws,   a written   waiver   signed   by the person   entitled   to   notice, or a

waiver   by electronic   transmission   by the   person   entitled   to   notice,   whether   before or   after   the time

stated   therein,   shall   be   deemed   equivalent   to   notice.   Attendance   of   a   stockholder   at   a   meeting   of

stockholders   shall   constitute   a   waiver   of   notice   of   such   meeting,   except   when   the   stockholder

attends   the   meeting   for   the   express   purpose   of   objecting,   at   the   beginning   of   the   meeting,   to   the

transaction   of   any   business   because   the   meeting   is   not   lawfully   called   or   convened.   Neither   the



business   to   be   transacted   at,   nor   the   purpose   of,   any regular   or   special   meeting   of   the   stockholders

need be specified in any written waiver of notice or any waiver by electronic transmission unless so

required by the certificate of incorporation or these bylaws.

-   STOCKHOLDER   LIST.   The   officer   who   has   charge   of   the   stock   ledger   of   the

corporation   shall  prepare   and   make,   at  least  ten   days   before   every   meeting   of   stockholders,   a

complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and

showing   the   address   of   each   stockholder   and   the   number   of   shares   registered   in   the   name   of   each

stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane

to   the   meeting   for   a   period   of   at   least   ten   days   prior   to   the   meeting   on   a   reasonably   accessible

electronic   network,   provided   that   the   information   required   to   gain   access   to   such   list   is   provided

with the notice of the meeting or during ordinary business hours at the principal place of business of

the   corporation.     In   the   event   that   the   corporation   determines   to   make   the   list   available   on   an

electronic   network,   the   corporation   may   take   reasonable   steps   to   ensure   that   such   information   is

available only to stockholders of the corporation.  If the meeting is to be held at a place, then the list

shall be produced and kept at the time and place of the meeting during the whole time thereof, and

may be inspected by any stockholder who is present.  If the meeting is to be held solely by means of

remote communication, then the list shall also be open to the examination of any stockholder during

the   whole   time   of   the   meeting   on   a   reasonably   accessible   electronic   network,   and   the   information

required to access such list shall be provided with the notice of the meeting.  The stock ledger shall

be   the   only   evidence   as   to   who   are   the   stockholders   entitled   to   examine   the   stock   ledger,   the   list

required   by   this   section   or   the   books   of   the   corporation,   or   to   vote   in   person   or   by   proxy   at   any

meeting of stockholders.

-   CONDUCT   OF   MEETING.    Meetings   of   the   stockholders   shall   be   presided   over

by one of the following officers in the order of seniority and if present and acting - the Chairperson

of the Board, if any, the Vice-Chairperson of the Board, if any, the Chief Executive Officer, a Vice-

Chief   Executive   Officer,   or,   if   none   of   the   foregoing   is   in   office   and   present   and   acting,   by   a

chairperson  to  be  chosen  by  the  stockholders.    The  Secretary  of  the  corporation,  or  in  such

Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the

Secretary   nor   an   Assistant  Secretary   is   present  the   chairperson   of   the   meeting   shall   appoint   a

secretary of the meeting.

-   PROXY   REPRESENTATION.    Each   stockholder   entitled   to   vote   at   a   meeting   of

stockholders   or   to   express   consent   or   dissent   to   corporate   action   in   writing   without   a meeting may

authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be

voted   or   acted   upon   after   3   years   from   its   date,   unless   the   proxy   provides   for   a   longer   period.   A

stockholder may execute a writing authorizing another person or persons to act for such stockholder

as   proxy.   Execution   may   be   accomplished   by   the   stockholder   or   such   stockholder = s   authorized

officer,   director,   employee   or   agent   signing   such   writing   or   causing   such   person = s   signature   to   be

affixed  to  such  writing  by  any  reasonable  means  including,  but  not  limited  to,  by  facsimile

signature.    A   stockholder   may also   authorize another   person   or   persons   to   act   for   such   stockholder

as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of

electronic   transmission   to   the   person   who   will   be   the   holder   of   the proxy or   to   a proxy solicitation



firm, proxy support service organization or like agent duly authorized by the person who will be the

holder   of   the   proxy   to   receive   such   transmission,   provided   that   any   such   telegram,   cablegram   or

other   means   of   electronic   transmission   must   either   set forth or be submitted with information from

which   it  can   be   determined   that  the   telegram,   cablegram  or   other   electronic   transmission   was

authorized  by  the  stockholder.      If  it  is  determined  that  such  telegrams,  cablegrams  or  other

electronic   transmissions   are   valid,   the   inspectors   or,   if   there   are   no   inspectors,   such   other   persons

making  the  determination  shall  specify  the  information  upon  which  they  relied.      Any  copy,

facsimile   telecommunication   or   other   reliable   reproduction   of   the   writing   or   transmission   created

pursuant to Section 212(c) of the Delaware General Corporation Law may be substituted or used in

lieu of the original writing or transmission for any and all purposes for which the original writing or

transmission    could    be    used,    provided    that    such    copy,    facsimile    telecommunication    or    other

reproduction shall be a complete reproduction of the entire original writing or transmission. A duly

executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is

coupled   with   an   interest   sufficient   in   law   to   support   an   irrevocable   power.    A   proxy may be   made

irrevocable   regardless   of   whether   the   interest   with   which   it   is   coupled   is   an   interest   in   the   stock

itself or an interest in the corporation generally.

-   INSPECTORS.     The   directors,   in   advance   of   any   meeting,   may,   but   need   not,

appoint   one   or   more   inspectors   of   election   to   act   at   the   meeting   or   any adjournment   thereof.    If   an

inspector   or   inspectors   are   not   appointed,   the   person   presiding   at   the   meeting   may,   but   need   not,

appoint   one   or   more   inspectors.    In   case   any person   who   may be   appointed   as   an   inspector   fails   to

appear   or   act,   the   vacancy   may   be   filled   by   appointment   made   by   the   directors   in   advance   of   the

meeting   or   at   the   meeting   by   the   person   presiding   thereat.    Each   inspector,   if   any,   before   entering

upon the discharge of duties of inspector, shall take and sign an oath faithfully to execute the duties

of   inspector   at   such   meeting   with   strict   impartiality   and   according   to   the   best   of   such   inspector's

ability.    The   inspectors,   if   any,   shall   determine   the   number   of   shares   of   stock   outstanding   and   the

voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the

validity   and   effect   of   proxies,   and   shall   receive   votes,   ballots,   or   consents,   hear   and   determine   all

challenges   and   questions   arising   in   connection   with   the   right   to   vote,   count   and   tabulate   all   votes,

ballots,   or   consents,   determine   the   result,   and   do   such   acts   as   are   proper   to   conduct   the   election   or

vote   with   fairness   to   all   stockholders.     On   request   of   the   person   presiding   at   the   meeting,   the

inspector   or   inspectors,   if   any,   shall   make   a   report   in   writing   of   any challenge,   question,   or   matter

determined   by   such   inspector   or   inspectors   and   execute   a   certificate   of   any   fact   found   by   such

inspector   or   inspectors.    Except   as   may   otherwise   be   required   by   subsection   (e)   of   Section   231   of

the General Corporation Law, the provisions of that Section shall not apply to the corporation.

-   QUORUM.   The   holders   of   a   majority   of   the   outstanding   shares   of   stock   shall

constitute  a  quorum  at  a  meeting  of  stockholders  for  the  transaction  of  any  business.      The

stockholders present may adjourn the meeting despite the absence of a quorum.

-  VOTING.    Each  share  of  stock  shall  entitle  the  holder  thereof  to  one  vote.

Directors shall be elected by a plurality of the votes of the shares present in person or represented by

proxy   at   the   meeting   and   entitled   to   vote   on   the   election   of   directors.   Any   other   action   shall   be

authorized   by a   majority of   the   votes   cast   except   where   the   General   Corporation   Law   prescribes   a



different   percentage   of   votes   and/or   a   different   exercise   of   voting   power,   and   except   as   may   be

otherwise   prescribed   by the   provisions   of   the   certificate   of   incorporation   and   these   Bylaws.    In   the

election of directors, and for any other action, voting need not be by ballot.

8.    STOCKHOLDER   ACTION   WITHOUT   MEETINGS.    Except   as   any provision

of  the  General  Corporation  Law  may  otherwise  require,  any  action  required  by  the  General

Corporation   Law   to be taken at any annual or special meeting of stockholders, or any action which

may   be   taken   at   any   annual   or   special   meeting   of   stockholders,   may   be   taken   without   a   meeting,

without   prior   notice   and   without   a   vote,   if   a   consent   in   writing,   setting   forth   the   action   so   taken,

shall   be   signed   by   the   holders   of   outstanding   stock   having   not   less   than   the   minimum   number   of

votes   that   would   be   necessary   to   authorize   or   take   such   action   at   a   meeting   at   which   all   shares

entitled    to    vote    thereon    were    present    and    voted.    A    telegram,    cablegram    or    other    electronic

transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or

by   a   person   or   persons   authorized   to   act   for   a   stockholder   or   proxyholder,   shall   be   deemed   to   be

written,  signed  and  dated  for  the  purposes  of  this  section,  provided  that  any  such  telegram,

cablegram   or   other   electronic   transmission   sets   forth   or   is   delivered   with   information   from   which

the   corporation   can   determine   that   the   telegram,   cablegram   or   other   electronic   transmission   was

transmitted   by   the   stockholder   or   proxyholder   or   by   a   person   or   persons   authorized   to   act   for   the

stockholder   or   proxyholder   and   the   date   on   which   such   stockholder   or   proxyholder   or   authorized

person   or   persons   transmitted   such   telegram,   cablegram   or   electronic   transmission.   The   date   on

which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the

date  on  which  such  consent  was  signed.    No  consent  given  by   telegram,  cablegram  or  other

electronic   transmission   shall   be   deemed   to   have been   delivered   until   such consent is reproduced in

paper   form   and   until   such   paper   shall   be   delivered   to   the   corporation   by   delivery   to   its   principal

place   of   business   or   an   officer   or   agent   of   the corporation   having custody of the book in which the

proceedings   of   meetings   of   stockholders   are recorded,   to   the extent   and   in   the manner   provided   by

resolution   of   the   board   of   directors   of   the   corporation..

Any   copy,   facsimile   or   other   reliable

reproduction   of   a   consent   in   writing   may   be   substituted   or   used   in   lieu   of   the   original   writing   for

any   and  all  purposes  for  which  the  original  writing  could  be  used,  provided  that  such  copy,

facsimile   or   other   reproduction   shall   be   a   complete   reproduction   of   the   entire   original   writing.

Prompt   notice   of   the   taking   of   the   corporate   action   without   a   meeting   by   less   than   unanimous

written   consent   shall   be   given   to   those   stockholders   who   have   not   consented   in   writing.   Action

taken   pursuant   to   this   paragraph   shall   be   subject   to   the   provisions   of   Section   228   of   the   General

Corporation Law.



ARTICLE II

DIRECTORS

1.    FUNCTIONS   AND   DEFINITION.    The   business   and   affairs   of   the   corporation

shall be managed by or under the direction of the Board of Directors of the corporation.  The Board

of Directors shall have the authority to fix the compensation of the members thereof.  The use of the

phrase   "whole   board"   herein   refers   to   the   total   number   of   directors   which   the   corporation   would

have if there were no vacancies.

2.    QUALIFICATIONS   AND   NUMBER.    A   director   need   not   be   a   stockholder,   a

citizen   of   the   United   States,   or   a   resident   of   the   State   of   Delaware.    The   initial   Board   of   Directors

shall   consist   of   two   (2)   persons.    Thereafter   the   number   of   directors   constituting   the   whole   board

shall be at least one.    Subject to the foregoing limitation and except for the first Board of Directors,

such number may be fixed from time to time by action of the stockholders or of the directors.    The

number of directors may be increased or decreased by action of the stockholders or of the directors.

3.   ELECTION   AND   TERM.   The   first   Board   of   Directors,   unless   the   members

thereof    shall    have    been    named    in    the    certificate    of    incorporation,    shall    be    elected    by    the

incorporator or incorporators and shall hold office until their successors are elected and qualified or

until their earlier resignation or removal.    Any director may resign at any time upon notice given in

writing or by electronic transmission to the corporation.    Thereafter, directors who are elected at an

annual   meeting   of   stockholders,   and   directors   who   are   elected   in   the   interim   to   fill   vacancies   and

newly created directorships, shall hold office until the next annual meeting of stockholders and until

their successors are elected and qualified or until their earlier resignation or removal.  Except as the

General  Corporation  Law  may  otherwise  require,  in  the  interim  between  annual  meetings  of

stockholders or of special meetings of stockholders called for the election of directors and/or for the

removal   of   one   or   more   directors   and   for   the   filling   of   any   vacancy   in   that   connection,   newly

created   directorships   and   any   vacancies   in   the   Board   of   Directors,   including   unfilled   vacancies

resulting   from   the   removal   of   directors   for   cause   or   without   cause,   may   be   filled   by   the   vote   of   a

majority   of   the   remaining   directors   then   in   office,   although   less   than   a   quorum,   or   by   the   sole

remaining director.

4.  MEETINGS.

-   TIME.    Meetings   shall   be   held   at   such   time as   the Board   shall   fix,   except   that   the

first   meeting   of   a   newly   elected   Board   shall   be   held   as   soon   after   its   election   as   the   directors   may

conveniently assemble.

-   PLACE.     Meetings   shall   be   held   at   such   place   within   or   without   the   State   of

Delaware as shall be fixed by the Board.



- CALL.  No call shall be required for regular meetings for which the time and place

have   been   fixed.   Special   meetings   may   be   called   by   or   at   the   direction   of   the   Chairperson   of   the

Board,   if   any,   the   Vice-Chairperson   of   the   Board,   if   any,   of   the   Chief   Executive   Officer,   or   of   a

majority of the directors in office.

-   NOTICE   OR   ACTUAL   OR   CONSTRUCTIVE   WAIVER.     No   notice   shall   be

required   for   regular   meetings   for   which   the   time   and   place   have   been   fixed.    Written,   oral,   or   any

other mode of notice of the time and place shall be given for special meetings in sufficient time for

the convenient assembly of the directors thereat. Whenever notice is required to be given under the

Delaware   General   Corporation   Law,   certificate of incorporation or bylaws, a written waiver signed

by   the   person   entitled   to   notice,   or   a   waiver   by   electronic   transmission   by   the   person   entitled   to

notice,  whether  before  or  after  the  time  stated  therein,  shall  be  deemed  equivalent  to  notice.

Attendance   of   any   such   person   at   a   meeting   shall   constitute   a   waiver   of   notice   of   such   meeting,

except when such person attends a meeting for the express purpose of objecting, at the beginning of

the  meeting,  to  the  transaction  of  any   business  because  the  meeting   is  not  lawfully   called  or

convened.     Neither   the   business   to   be   transacted   at,   nor   the   purpose   of,   any   regular   or   special

meeting of the directors need be specified in any written waiver of notice.

-   QUORUM   AND   ACTION.     A   majority   of   the   whole   Board   shall   constitute   a

quorum   except   when   a   vacancy   or   vacancies   prevents   such   majority,   whereupon   a   majority of   the

directors   in   office   shall   constitute   a   quorum,   provided,   that   such   majority   shall   constitute   at   least

one-third   of   the   whole   Board.   A   majority   of   the   directors   present,   whether   or   not   a   quorum   is

present,   may   adjourn   a   meeting   to   another   time   and   place.    Except   as   herein   otherwise   provided,

and   except   as   otherwise   provided   by the   General   Corporation   Law,   the   vote   of   the   majority of   the

directors   present   at   a   meeting   at   which   a   quorum   is   present   shall   be   the   act   of   the   Board.   The

quorum    and    voting    provisions    herein    stated    shall    not    be    construed    as    conflicting    with    any

provisions   of   the   General   Corporation   Law   and   these   Bylaws   which   govern   a   meeting   of   directors

held  to  fill  vacancies  and  newly   created  directorships  in  the  Board  or  action  of  disinterested

directors.

Any member or members of the Board of Directors or of any committee designated

by the Board, may participate in a meeting of the Board, or any such committee, as the case may be,

by   means   of   conference   telephone   or   similar   communications   equipment   by   means   of   which   all

persons participating in the meeting can hear each other.

-   CHAIRPERSON OF   THE   MEETING.    The Chairperson   of   the Board,   if   any and

if present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairperson of the Board, if

any   and   if   present   and   acting,   or   the   Chief   Executive   Officer,   if   present   and   acting,   or   any   other

director chosen by the Board, shall preside.

5.   REMOVAL   OF   DIRECTORS.   Except   as   may   otherwise   be   provided   by   the

General   Corporation   Law,   any   director   or   the   entire   Board   of   Directors   may   be   removed,   with   or

without   cause,   by   the   holders   of   a   majority   of   the   shares   then   entitled   to   vote   at   an   election   of

directors.



6. COMMITTEES.  The Board of Directors may designate one or more committees,

each   committee   to   consist   of   one   or   more   of   the   directors   of   the   corporation.     The   Board   may

designate   one   or   more   directors   as   alternate   members   of   any   committee,   who   may   replace   any

absent   or   disqualified   member   at   any meeting of   the committee.    In   the absence or   disqualification

of   any   member   of   any   such   committee   or   committees,   the   member   or   members   thereof   present   at

any meeting and not disqualified from voting, whether or not such member or members constitute a

quorum,   may unanimously appoint another member of the Board of Directors to act at the meeting

in  the  place  of  any   such  absent  or  disqualified  member.    Any   such  committee,  to  the   extent

provided in the resolution of the Board, shall have and may exercise all the powers and authority of

the   Board   of   Directors   in   the   management   of   the   business   and   affairs   of   the   corporation   with   the

exception   of   any   power   or   authority   the   delegation   of   which   is   prohibited   by   Section   141   of   the

General   Corporation   Law,   and   may authorize the seal   of   the corporation   to   be affixed   to   all   papers

which may require it.

7.    WRITTEN  ACTION.  Any   action  required  or  permitted  to  be  taken  at  any

meeting   of   the   Board   of   Directors   or   any committee   thereof   may be   taken   without   a   meeting   if   all

members   of   the   Board   or   committee,   as   the   case   may   be,   consent   thereto   in   writing   or   electronic

transmission,   and   the   writing   or   writings   or   electronic   transmission   or   transmissions   are   filed   with

the   minutes   of   proceedings   of   the   Board   or   committee.   Such   filing   shall   be   in   paper   form   if   the

minutes   are   maintained in   paper form and shall be in electronic form if the minutes are maintained

in electronic form.

ARTICLE III

OFFICERS

The   officers   of   the   corporation   shall   consist   of   a   Chief   Executive   Officer,   a   Chief

Fianncial Officer, and a Secretary, and, if deemed necessary, expedient, or desirable by the Board of

Directors,   a   Chairperson   of   the   Board,   a   Vice-Chairperson   of   the   Board,   a   Vice-Chief   Executive

Officer, one or more other Vice-Chief Executive Officers, one or more Assistant Secretaries, one or

more   Assistant   Financial   Officers,   and   such   other   officers   with   such   titles   as   the   resolution   of   the

Board   of   Directors   choosing   them   shall   designate.   Except   as   may   otherwise   be   provided   in   the

resolution of the Board of Directors choosing such officer, no officer other than the Chairperson or

Vice-Chairperson   of   the   Board,   if   any,   need   be   a   director.    Any number   of   offices   may be   held   by

the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing such officer, each officer shall

be chosen for a term which shall continue until the meeting of the Board of Directors following the

next   annual   meeting   of   stockholders   and   until   such   officer's   successor   shall   have   been   chosen   and

qualified.

All   officers   of   the   corporation   shall   have   such   authority and   perform   such   duties   in

the   management   and   operation   of   the   corporation   as   shall   be   prescribed   in   the   resolutions   of   the



Board  of  Directors  designating   and  choosing   such   officers   and   prescribing   their   authority   and

duties,   and   shall   have   such   additional   authority   and   duties   as   are   incident   to   their   office   except   to

the   extent   that   such   resolutions   may   be   inconsistent   therewith.     The   Secretary   or   an   Assistant

Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing

of   stockholders,   directors,   and committees of directors, and shall exercise such additional authority

and  perform  such  additional  duties  as  the  Board  shall  assign  to  such  Secretary  or  Assistant

Secretary.   Any   officer   may   be   removed,   with   or   without   cause,   by   the   Board   of   Directors.    Any

vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The   fiscal   year   of   the   corporation   shall   be   fixed,   and   shall   be   subject   to   change,   by

the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the

General   Corporation   Law,   the   power   to   amend,   alter,   or   repeal   these   Bylaws   and   to   adopt   new

Bylaws may be exercised by the Board of Directors or by the stockholders.



Weinberg & Baer LLC

115 Sudbrook Lane, Baltimore, MD 21208

Phone (410) 702-5660

________________________________________________________________________

Mr. Shaul Martin, President

Swift Start Corp.

248 Hewes Street

Brooklyn, NY 11211

Dear Mr. Martin:

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation in the Registration Statement of Swift Start Corp. on

Form S-1 of our report on the financial statements of the Company as its registered

independent auditor dated November 4, 2013, as of and for the periods ended September

30, 2013 and from inception to September 30, 2013. We further consent to the reference

to our firm in the section on Experts.

Respectfully submitted,


Weinberg & Baer LLC

Baltimore, Maryland

November 5, 2013

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