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EX-5.1 - Stone Harbor Investments, Inc. | v162341_ex5-1.htm |
EX-3.1 - Stone Harbor Investments, Inc. | v162341_ex3-1.htm |
EX-3.2 - Stone Harbor Investments, Inc. | v162341_ex3-2.htm |
EX-23.1 - Stone Harbor Investments, Inc. | v162341_ex23-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
STONE
HARBOR INVESTMENTS, INC.
(Exact
Name of Registrant in its Charter)
Nevada
|
7370
|
27-0374885
|
(State or other
Jurisdiction of
Incorporation)
|
(Primary Standard Industrial
Classification Code)
|
(IRS Employer
Identification No.)
|
STONE
HARBOR INVESTMENTS, INC.
7985
113th Street, Suite 211
Seminole,
FL 33772
Tel.:
(727) 393-7439
(Address
and Telephone Number of Registrant’s Principal
Executive
Offices and Principal Place of Business)
Val-U-Corp
Services, Inc.
1802
North Carson Street, Suite 108
Carson
City, NV 89701
(775)887-8853
(Name,
Address and Telephone Number of Agent for Service)
Copies of
communications to:
Gregg
E. Jaclin, Esq.
Anslow
& Jaclin, LLP.
195
Route 9 South, Suite204
Manalapan,
NJ 07726
Tel.
No.: (732) 409-1212
Fax
No.: (732) 577-1188
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 this
Form is a post-effective amendment filed pursuant to Rule 462(d) 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, $0.00001 par value per share
|
142,000
|
$
|
0.01
|
$
|
1,420
|
$
|
0.08
|
(1) This
Registration Statement covers the resale by our selling shareholders of up to
142,000 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 $0.01 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.
PRELIMINARY
PROSPECTUS
Subject
to completion, dated October 7, 2009
STONE
HARBOR INVESTMENTS, INC.
142,000 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. 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 $0.01 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.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning
on page 7 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.
The
Date of This Prospectus is: October 7, 2009
1
TABLE
OF CONTENTS
PAGE
|
||||
Prospectus
Summary
|
3 | |||
Summary
Financials
|
4 | |||
Risk
Factors
|
5 | |||
Use
of Proceeds
|
9 | |||
Determination
of Offering Price
|
9 | |||
Dilution
|
9 | |||
Selling
Shareholders
|
10 | |||
Plan
of Distribution
|
12 | |||
Description
of Securities to be Registered
|
13 | |||
Interests
of Named Experts and Counsel
|
14 | |||
Description
of Business
|
14 | |||
Description
of Property
|
18 | |||
Legal
Proceedings
|
18 | |||
Market
for Common Equity and Related Stockholder Matters
|
18 | |||
Index
to Financial Statements
|
F-1 | |||
Management
Discussion and Analysis of Financial Condition and Financial
Results
|
19 | |||
Plan
of Operations
|
20 | |||
Executive
Compensation
|
22 | |||
Security
Ownership of Certain Beneficial Owners and Management
|
22 | |||
Transactions
with Related Persons, Promoters and Certain Control
Persons
|
25 |
2
ITEM
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed
Charges.
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 “Stone Harbor,” “Company,” “we,” “us” and “our” refer to
Stone Harbor Investments, Inc.
Overview
We were
incorporated in the State of Nevada on May 14, 2009 as Stone Harbor Investments,
Inc.
Stone
Harbor Investments, Inc. offers internet and web-related services to small
businesses including website development and design, marketing analysis and
general business services including business planning and accounting support
functions for internet start-up companies. The Company provides
high-end, affordable Internet and business related services to small businesses
that are looking to expand their existing marketing efforts to reach a larger
audience via the World Wide Web. Management has experience in
marketing and commercial web development, as well as business-to-business
sales.
Where
You Can Find Us
Our
principal executive office is located at 7985 113th Street, Suite 211, Seminole,
FL 33772 and our telephone number is (727) 641-1357.
The
Offering
Common
stock offered by selling security holders
|
142,000
shares of common stock. This number represents less than one percent of
our current outstanding common stock (1).
|
|
Common
stock outstanding before the offering
|
24,092,000
common shares as of October 7, 2009.
|
|
Common
stock outstanding after the offering
|
24,092,000
shares.
|
|
Terms
of the Offering
|
The
selling security holders will determine when and how they will sell the
common stock offered in this prospectus.
|
|
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.
|
|
Use
of proceeds
|
We
are not selling any shares of the 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
4.
|
3
(1)
|
Based
on 24,092,000 shares of common stock outstanding as of October 7,
2009.
|
Summary
of Consolidated 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 inception (May 14, 2009)
through June 30, 2009 are derived from our audited 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 consolidated
financial statements and the related notes included in this prospectus, and the
unaudited financial statements and related notes included in this
prospectus.
|
For the Period
from Inception
(May 14, 2009)
through
June 30, 2009
(audited)
|
|
||
STATEMENT
OF OPERATIONS
|
||||
Revenues
|
$
|
-
|
||
Total
Operating Expenses
|
25,350
|
|||
Professional
Fees
|
-
|
|||
General
and Administrative Expenses
|
25,350
|
|||
Net
Loss
|
(25,350
|
)
|
|
AS OF
JUNE 30, 2009
|
|||
BALANCE
SHEET DATA
|
||||
Cash
|
14,650
|
|||
Total
Assets
|
14,650
|
|||
Total
Liabilities
|
-
|
|||
Stockholders’
Equity
|
14,650
|
4
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 the entire amount
invested in the common stock. Before purchasing any of the shares of common
stock, you should carefully consider the following factors relating to our
business and prospects. 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
WE
HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES
FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANY.
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. We
have limited operating history for investors to evaluate the potential of our
business development. We have not built our customer base and our brand name. In
addition, we also face many of the risks and difficulties inherent in
introducing new products and services. These risks include the ability
to:
· Increase
awareness of our brand name;
· Develop
effective business plan;
· Meet
customer standard;
· Implement
advertising and marketing plan;
· Attain
customer loyalty;
· Maintain
current strategic relationships and develop new strategic
relationships;
· Respond
effectively to competitive pressures;
· Continue
to develop and upgrade our service; and
· Attract,
retain and motivate qualified personnel.
Our
future will depend on our ability to bring our service to the market place,
which requires careful planning of providing a product that meets customer
standards without incurring unnecessary cost and expense. Our operation results
can also be affected by our ability to introduce new services or to adjust
pricing to increase our competitive advantage.
WE
NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.
The
development of our services will require the commitment of substantial resources
to increase our advertising and marketing of our business. In addition,
substantial expenditures will be required to enable us to conduct existing and
planned development and marketing of our existing services. Currently, we have
no established bank-financing arrangements. Therefore, it is likely we would
need to seek additional financing through subsequent future private offering of
our equity securities, or through strategic partnerships and other arrangements
with corporate partners.
We cannot
give you any assurance that any additional financing will be available to us, or
if available, will be on terms favorable to us. The sale of additional equity
securities will result in dilution to our stockholders. The occurrence of
indebtedness would result in increased debt service obligations and could
require us to agree to operating and financing covenants that would restrict our
operations. If adequate additional financing is not available on acceptable
terms, we may not be able to implement our business development plan or continue
our business operations.
WE
MAY NOT BE ABLE TO BUILD OUR BRAND AWARENESS.
Development
and awareness of our brand will depend largely upon our success in increasing
our customer base. In order to attract and retain customers and to promote and
maintain our brand in response to competitive pressures, management plans to
gradually increase our marketing and advertising budgets. If we are unable to
economically promote or maintain our brand, our business, results of operations
and financial condition could be severely harmed.
5
OUR
ABILITY TO CONTINUE TO DEVELOP AND EXPAND OUR PRODUCT OFFERINGS TO ADDRESS
EMERGING BUSINESS DEMANDS AND TECHNOLOGICAL TRENDS WILL IMPACT OUR FUTURE
GROWTH. IF WE ARE NOT SUCCESSFUL IN MEETING THESE BUSINESS CHALLENGES, OUR
RESULTS OF OPERATIONS AND CASH FLOWS WILL BE MATERIALLY AND ADVERSELY
AFFECTED.
Our
ability to implement solutions for our customers incorporating new developments
and improvements in technology which translate into productivity improvements
for our customers and to develop product offerings that meet the current and
prospective customers’ needs are critical to our success. Our ability to develop
and implement up to date solutions utilizing new technologies which meet
evolving customer needs in e-commerce services will impact our future revenue
growth and earnings.
OUR
FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE
OF MICHAEL TOUPS, PRESIDENT AND DIRECTOR. WITHOUT HIS CONTINUED SERVICE, WE MAY
BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.
We are
presently dependent to a great extent upon the experience, abilities and
continued services of Michael Toups, President and Director. We currently do not
have an employment agreement with Mr. Toups. The loss of the services of our
officers could have a material adverse effect on our business, financial
condition or results of operation.
OUR
FUTURE GROWTH WILL REQUIRE RECRUITMMENT OF ADDITIONAL QUALIFIED
EMPLOYEES.
In the
event of our future growth in our internet and web-related services, we may have
to increase the depth and experience of our management team by adding new
members. Our future success will depend to a large degree upon the active
participation of our key officers and employees. There is no assurance that we
will be able to employ additional qualified persons on acceptable terms. Lack of
qualified employees may adversely affect our business development.
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 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.
6
THE LACK OF SUBSTANTIAL PUBLIC
COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO
COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES
LAWS.
Our management team has
limited experience with working with public companies, which could impair our
ability to comply with legal and regulatory requirements such as those imposed
by Sarbanes-Oxley Act of 2002. Such responsibilities include complying with
federal securities laws and making required disclosures on a timely basis. Our
senior management may not be able to implement programs and policies in an
effective and timely manner that adequately respond to such increased legal,
regulatory compliance and reporting requirements, including the establishing and
maintaining internal controls over financial reporting. 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 you could
lose your entire investment in our company.
Risk
Related To Our Capital Stock
WE
MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.
We have
never declared or paid any cash dividends or distributions on our capital stock.
We currently intend to retain our future earnings, if any, to support operations
and to finance expansion and therefore we do not anticipate paying any cash
dividends on our common stock in the foreseeable future.
The
declaration, payment and amount of any future dividends will be made at the
discretion of the board of directors, and will depend upon, among other things,
the results of our operations, cash flows and financial condition, operating and
capital requirements, and other factors as the board of directors considers
relevant. There is no assurance that future dividends will be paid, and, if
dividends are paid, there is no assurance with respect to the amount of any such
dividend.
OUR
ARTICLES OF
INCORPORATION 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.
Our
articles of incorporation and applicable Nevada law provide for the
indemnification of our directors, officers, employees, and agents, under certain
circumstances, against attorney’s fees and other expenses incurred by them in
any litigation to which they become a party arising from their association with
or activities on our behalf. We will also bear the expenses of such litigation
for any of our directors, officers, employees, or agents, upon such person’s
written promise to repay us if it is ultimately determined that any such person
shall not have been entitled to indemnification. This indemnification policy
could result in substantial expenditures by us which we will be unable to
recoup.
We have
been advised that, in the opinion of the SEC, indemnification for liabilities
arising under federal securities laws is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification for liabilities arising under federal securities laws, other
than the payment by us of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding, is asserted by a 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 indemnification by us
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. The legal process relating to this
matter if it were to occur is likely to be very costly and may result in us
receiving negative publicity, either of which factors is
likely to materially reduce the market and price for our shares, if such a
market ever develops.
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 $0.01 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.
7
YOU
WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE
ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED
STOCK.
In the
future, we may issue our authorized but previously unissued equity securities,
resulting in the dilution of the ownership interests of our present
stockholders. We are currently authorized to issue an aggregate of 270,000,000
shares of capital stock consisting of 250,000,000 shares of common stock, par
value $0.00001 per share, and 20,000,000 shares of preferred stock, par value
$0.00001 per share.
We may
also issue additional shares of our common stock or other securities that are
convertible into or exercisable for common stock in connection with hiring or
retaining employees or consultants, future acquisitions, future sales of our
securities for capital raising purposes, or for other business purposes. The
future issuance of any such additional shares of our common stock or other
securities may create downward pressure on the trading price of our common
stock. There can be no assurance that we will not be required to issue
additional shares, warrants or other convertible securities in the future in
conjunction with hiring or retaining employees or consultants, future
acquisitions, future sales of our securities for capital raising purposes or for
other business purposes, including at a price (or exercise prices) below the
price at which shares of our common stock are currently quoted on the
OTCBB.
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.
If our
common stock becomes tradable in the secondary market, we will be subject to the
penny stock rules adopted by the Securities and Exchange Commission that require
brokers to provide extensive disclosure to their customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction in
the trading activity of our common stock, which in all likelihood would make it
difficult for our shareholders to sell their securities.
Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system). Penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer’s account. The broker-dealer must also 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. These
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security that becomes subject to the penny
stock rules. The additional burdens imposed upon broker-dealers by such
requirements may discourage broker-dealers from effecting transactions in our
securities, which could severely limit the market price and liquidity of our
securities. These requirements may restrict the ability of broker-dealers to
sell our common stock and may affect your ability to resell 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. Our shares have not
been listed or quoted on any exchange or quotation system. There can be no
assurance that a market maker will agree to file the necessary documents with
FINRA, which operates the OTCBB, nor can there be any assurance that such an
application for quotation will be approved or that a regular trading market will
develop or that if developed, will be sustained. In the absence of a
trading market, an investor may be unable to liquidate their
investment.
8
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,
and the expected impact of the Share Exchange on the parties’ individual
and combined financial performance. 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,” “will,” “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.
Item
4. 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.
Item
5. 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 Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D
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 listing 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.
Item
6. Dilution
The
common stock to be sold by the selling shareholders are provided in Item 7 is
common stock that is currently issued. Accordingly, there will be no dilution to
our existing shareholders.
9
Item
7. Selling Security Holders
The
common shares being offered for resale by the selling security holders consist
of the 142,000 shares of our common stock held by 42 shareholders. Such
shareholders include the holders of the 92,000 shares sold in our private
offering pursuant to Regulation D Rule 506 completed in August 2009 at an
offering price of $0.01. We are also registering 25,000 shares held
by our founder and 25,000 shares issued to our legal counsel for service
rendered.
The
following table sets forth the name of the selling security holders, the number
of shares of common stock beneficially owned by each of the selling stockholders
as of October 7, 2009 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
|
||||||||||||
Michael
Toups
|
20,000,000 | 25,000 | 19,975,000 | 82.9 | % | |||||||||||
Entrust
of Tampa Bay FBO
Edward
Mass
|
4,000,000 | 25,000 | 3,975,000 | 16.5 | % | |||||||||||
Thomas
Collentine
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Lisa
Angarano
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Jason
Spurlin
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
David
Strenkoski
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Lavin
Dos Santos
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Van
Nguyen
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Sal
Kopita
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Robert
Rogin
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Cheryl
Chernoff
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Peter
Adams
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Robin
Adams
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Tim
Kennedy
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Christopher
Toups
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Leslie
Toups
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Jean
C. Shagena
|
1,000 | 1,000 | 0 | 0 | % |
10
Visionary
Concepts, LLC (2)
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
David
L. Toups
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Robert
W. Christian, Jr.
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Robert
W. Christian Sr.
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
James
Doulgeris
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Denise
Doulgeris
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Brenna
Doulgeris
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Alexi
Doulgeris
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
James
John Doulgeris
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Zhang
Miao
|
6,000 | 6,000 | 0 | 0 | % | |||||||||||
Wei
Luo & Xuan Chen as
Tenants
in Common
|
2,000 | 2,000 | 0 | 0 | % | |||||||||||
Gang
Xu
|
5,000 | 5,000 | 0 | 0 | % | |||||||||||
Gregory
Busch
|
10,000 | 10,000 | 0 | 0 | % | |||||||||||
Barbara
Ann Busch
|
10,000 | 10,000 | 0 | 0 | % | |||||||||||
Robert
E. Dudenhoefer, Jr.
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Angela
M. Dudenhoefer
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Darren
Griffin
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Chris
Marchesini
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Amy
Ji
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Sirge
Villani
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Robert
Rheintgen
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Richard
Corbert
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
William
Forhan
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Virginia
Rheintgen
|
1,000 | 1,000 | 0 | 0 | % | |||||||||||
Anslow
& Jaclin, LLP(3)
|
25,000 | 25,000 | 0 | 0 | % |
11
(1) Michael Toups is our founder
and sole officer and director.
(2)
Sanjiv Matta is the principal of Visionary Concepts, LLC. Sanjiv Matta, acting
alone, has voting and dispositive power over the shares owned beneficially by
Visionary Concepts, LLC.
(3)
Richard I. Anslow and Gregg E. Jaclin are the partners of Anslow & Jaclin,
LLP. Each of Rich I. Anslow and Gregg E. Jaclin, acting alone, has voting and
dispositive power over the shares beneficially owned by Anslow & Jaclin,
LLP. In addition, Anslow & Jaclin, LLP is also our legal
counsel.
Except
as listed below, to our knowledge, 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.
|
Michael
Toups-Registered Rep, VP-Midtown Partners & Co. LLC;
Robert W.
Christian, Sr.-Director-Moody Capital Solutions, Inc.
Robert W.
Christian, Jr.-Director-Moody Capital Solutions, Inc.
Leslie
Toups is the wife of Michael Toups
Christopher
Toups is the son of Michael Toups
David
Toups is the brother of Michael Toups
Item
8. Plan of Distribution
The
selling security holders may sell some or all of their shares at a fixed price
of $0.01 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 listing 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 $0.01 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:
·
|
O
ordinary brokers transactions, which may include long or short
sales,
|
·
|
O
transactions involving cross or block trades on any securities or market
where our common stock is trading, market where our common stock is
trading,
|
·
|
O
through direct sales to purchasers or sales effected through
agents,
|
·
|
O
through transactions in options, swaps or other derivatives (whether
exchange listed of otherwise), or exchange listed or otherwise),
or
|
·
|
O
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. To our best knowledge, none of the selling security holders are
broker-dealers or affiliates of broker dealers.
12
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 $34,502.28
Notwithstanding
anything set forth herein, no FINRA member will charge commissions that exceed
8% of the total proceeds of the offering.
Item
9. Description of Securities to be Registered
General
We are
authorized to issue an aggregate number of 270,000,000 shares of capital stock,
of which 250,000,000 shares are common stock, $0.00001 par value per share, and
there are 20,000,000 preferred shares, $0.00001 par value per share
authorized.
Common
Stock
We are
authorized to issue 250,000,000 shares of common stock, $0.00001 par value per
share. Currently we have 24,092,000 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.
Preferred
Stock
We are
authorized to issue 20,000,000 shares of preferred stock, $0.00001 par value per
share. Currently we have no shares of preferred stock issued and
outstanding.
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.
13
Options
There are
no outstanding options to purchase our securities.
Transfer
Agent and Registrar
Currently
we do not have a stock transfer agent. We intend to engage a stock
transfer agent in the near future.
Item
10. Interests of Named Experts and Counsel
Except
for Anslow & Jaclin, LLP, 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. Anslow
& Jaclin, LLP owns 25,000 shares of our common stock which are being
registered pursuant to this registration statement.
The
financial statements included in this prospectus and the registration statement
have been audited by Brimmer, Burek and Keelan LLP 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.
Item
11. Information about the Registrant
DESCRIPTION
OF BUSINESS
Overview
We were
incorporated in the State of Nevada on May 14, 2009. We offer internet and
web-related services to small businesses including website development and
design, marketing analysis and general business services including business
planning and accounting support functions for internet start-up
companies. We provide high-end, affordable Internet and business
related services to small businesses that are looking to expand their existing
marketing efforts to reach a larger audience via the World Wide
Web. Our management has experience in marketing and commercial web
development, as well as business-to-business sales. Our website is
located at www.stoneharborweb.com
The
demand for web development and marketing services in the small business market
continues to grow. The majority of e-commerce service providers focus
on servicing large and medium-sized corporations. We have developed a
business network that reduces steep project costs and allows us to offer the
same high-end web development services as larger companies receive at a much
lower cost to the client. We accomplish this by aligning ourselves
with other service providers to package an affordable, turn-key internet and
business services offering.
Objectives
|
1.
|
Offering
high-end web and ancillary services to small businesses in a way that they
can understand and afford.
|
|
2.
|
Building
a strong residual income through secondary subscription-based
services tailored for small business (marketing,
consulting and accounting
services).
|
|
3.
|
Establishing
strategic partnerships with Internet Service Providers and consulting
companies to support small business website and e-commerce projects
(including graphic design, website hosting, technical support, marketing
analysis and accounting services) and leveraging these relationships to
create an affordable client
offering.
|
14
Mission
Provide
affordable, accessible, and streamlined web and business services to growing
companies.
We have
developed an offering of many different types of web services (web and
e-commerce development, marketing and business consulting) that are exclusively
tailored to fit the needs and resources of small companies.
Services
We offer
turn-key, full-service Internet solutions for small businesses. We focus mainly
on the web, offering the following as their primary website
services:
|
·
|
Design
and development
|
|
·
|
Marketing
and analysis
|
|
·
|
E-commerce
development
|
We also
offer the following ancillary business services:
|
·
|
Accounting
services
|
|
·
|
Business
planning
|
|
·
|
Marketing
and operational consulting
|
Website Design and
Development: The service offered to small businesses is modeled
after the service that larger web development firms offer Fortune 1000 companies
in the sense that it is completely customized and unique to each individual
client.
Website Marketing and
Analysis: After we build the website for the client, or a new client
introduces their pre-existing site, we analyze and test the website based on an
established set of standards that account for the website's aesthetic value,
scalability, functionality, ease-of-use, and main customer base. After an
analysis has been made, we then explore and present to the client a detailed
list of the most efficient internet marketing tools and methods available to
them within the constraints of their budget. This type of service is pertinent
given the fact that a very large percentage of clients are on a tight budget and
can only afford to take advantage of marketing efforts that are targeted
directly at their desired demographic.
E-Commerce
Development: Based on the growth of on-line buying habits we
offer e-commerce solutions from E-Bay store fronts to database development and
deployment. These are customized based on the client’s products and
customer base needs.
Ancillary Business Services –
Accounting, Business Planning, Marketing and Operational Consulting:
These services are offered for two reasons. The first reason is because they are
ongoing services that can be used to establish and maintain a strong residual
income. The second reason for offering these services is to allow for packaging
together other service providers to expand our range of small business services
and lock-in long term client relationships.
Fulfillment
For the
website design, development, marketing, analysis, and maintenance we contract
with industry professionals to handle our clients' needs. For the website
hosting services we have formed several alliances with industry leaders to
provide top-rate, reliable hosting solutions. Forming the alliances
has allowed for flexibility in important hosting features, customizability,
and driving down costs. These benefits are crucial to preserving the
integrity of our company as being a 'full-service internet solutions provider'
for small businesses. The ancillary business services are primarily
fulfilled in-house.
15
Technology
We
operate in a Windows® environment with an office equipped with current software
and hardware tools available to meet our project requirements. Within the next
year, we will be investing in additional tools that will extend our capabilities
in handling various types of program files (i.e. Macintosh computers, large
capacity data storage, and high-end image scanners). We also plan to purchase
licensing agreements with our major software vendors to allow for automatic
upgrades in new software tools.
Market
Analysis Summary
We will
initially focus almost exclusively on small companies looking to develop an
internet presence for the first time. We market our services to small
business owners as a "step-by-step" process, initially starting out with a
small, simple website, then gradually improving and adding to the site and
their entire online marketing efforts.
Although
we plan to bring on clients who simply need an online presence and nothing more,
the most important and sought after clients will be those business owners who
are ready to implement a larger percentage of their company onto the
internet. This type of client will traditionally need one of the following
services:
|
·
|
E-commerce/shopping
cart
|
|
·
|
Database
driven websites
|
|
·
|
Dynamic
content and website features
|
|
·
|
Aggressive
online website marketing
|
|
·
|
General
business consulting and accounting
|
Market
Needs
The need
for small business internet services has existed for several years. Small
businesses and start-up businesses alike are migrating onto the web at an
astonishing rate and making their online presence a higher priority
than in earlier years. We recognize the need for custom, high-end, dynamic
services designed exclusively for small businesses. At this point, the majority
of our competitors are offering services tailored around big business, to small
business owners, or they are offering the exact opposite, one-dimensional,
"cookie cutter" type services.
While
small businesses have now recognized the need for having a presence on the
internet, many do not know where to start, how much it will cost, or even how it
will benefit their company. It has been our experience by talking to small
business owners that the decision to take advantage of the web is not a matter
of 'if' but a matter of 'when.'
Market
Trends
An
important market trend right now is the one toward aggressive online and website
marketing. Although many small businesses are still waiting to gain an internet
presence, those who already have are beginning to look for more options along
the lines of improving their existing efforts. We believe that in the upcoming
years, small companies especially, will start to look for more ways to increase
the traffic to their websites.
Another
important trend is the overall merging of daily business operations with the
internet and web. Just as the majority of large companies have already started
to use the web to handle interoffice tasks, we believe that many smaller
companies will begin to realize the time and money saving advantages to this
strategy.
Marketing
Strategy
Our
initial focus for our marketing and sales efforts are on the Tampa Bay area and
the west coast of Florida, eventually expanding outside of the immediate
area. We market our self as an internet and business services
organization devoted to offering high-end services to small businesses
exclusively. Target customers are owners of small or home-based
companies looking to implement their business plans onto the web. We
sell value, service, and quality. We attempt to convince business owners to look
past all of the hype surrounding the internet and see why having a website and
an e-commerce solution is money well spent.
16
Competitive
Edge
We
believe that we have a valuable competitive edge over our local competitors
based on the fact that we have streamlined our services for the small business
market. Through setting up several strategic partnerships with various internet
and web-related companies, we are able to offer our clients an affordable and
efficient proprietary web package and business solutions offering that meets all
their related needs.
Marketing
Programs
Our
target client is part of a very specific demographic, for this reason, we market
and promote our services in a direct and specifically targeted manner using the
following media channels:
|
·
|
Print
ads
|
|
·
|
Email
blasts
|
|
·
|
Direct
mail
|
|
·
|
Educational
Seminars
|
|
·
|
Local
area commerce groups
|
Pricing
Strategy
For most
small business owners, cost, both residual and one-time are huge influences on
the decisions they make regarding everyday operations of their company. Even
though we offer customized services and pricing is based on an hourly fee, to
make it easier and less confusing for the clients, we have established a
packaged pricing system:
|
·
|
Budget Domain Website
Package ($599.00): For simple, information based websites. Popular
with companies who just need to gain an internet
presence.
|
|
·
|
Mid-Level Website
Package ($999.00): Information based websites with a large amount
of content. Popular with companies that have a large services/products
list and/or want to implement more of their business into the
web.
|
|
·
|
Catalog Website Package
($1,499.00): Usually reserved for product-oriented websites that are
e-commerce enabled. Popular with companies that have a desire
to market heavily on the internet or sell their products/services
directly from the web.
|
|
·
|
Website Hosting (from
$25.00 to $45.00 per month): Depending on the type and size of the
website, the price for hosting can vary greatly. The average cost of
hosting for most clients is $35 per
month.
|
|
·
|
Website Maintenance
($45.00 per hour): We charge a set fee of $45.00 per hour billed in 15
minute increments. If a client feels as though they will need their
website updated or maintained on a regular basis, packages are available
at a discount rate.
|
|
·
|
Ancillary Business
Services ($45 per hour): We charge a set fee of $45.00 per hour
billed in 15 minute increments. We also offer set services on a
monthly subscription customized to the client’s
business.
|
Employees
As of
October 7, 2009, we have 1 full time employees, and plan to employ more
qualified employees in the near future.
17
DESCRIPTION
OF PROPERTY
Our
principal executive office is located at 7985 113th Street, Suite 211, Seminole,
FL 33772, and our telephone number is (727) 641-1357. Office space is
provided by our sole officer and director at no charge.
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 42 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 any stock option plans.
Registration
Rights
We have
not granted registration rights to the selling shareholders or to any other
persons.
18
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors
Stone
Harbor Investments, Inc.
We have
audited the accompanying balance sheet of Stone Harbor Investments, Inc. (a
development stage company) as of June 30, 2009 and the related
statement of operations, changes in shareholders’ equity, and cash flows for the
period from inception (May 14, 2009) to June 30, 2009. Stone Harbor
Investment, Inc.’s management is responsible for these financial
statements. Our responsibility is to express an opinion on these
financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated 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, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated 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 Stone Harbor Investments, Inc. as
of June 30, 2009 and the results of its operations and its cash flows for the
initial period then ended 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 1, to the financial
statements the Company has incurred losses and had an accumulated deficit during
the initial period ended June 30, 2009. These conditions raise
substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ BRIMMER, BUREK &
KEELAN LLP
Brimmer,
Burek & Keelan LLP
Tampa,
Florida
October
13, 2009
F-1
Stone
Harbor Investments, Inc.
(A
Development Stage Company)
Balance
Sheet
June 30,
|
||||
2009
|
||||
ASSETS
|
||||
CURRENT
ASSETS
|
||||
Cash
|
$ | 14,650 | ||
Total
Current Assets
|
14,650 | |||
TOTAL
ASSETS
|
$ | 14,650 | ||
LIABILITIES
AND STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||
CURRENT
LIABILITIES
|
||||
$ | ||||
Total
Current Liabilities
|
- | |||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||
Preferred
stock, $0.00001 par value, 20,000,000 shares authorized, 0 shares issued
and outstanding
|
||||
Common
stock, $0.00001 par value, 250,000,000 shares authorized, 24,000,000
shares issued and outstanding
|
240 | |||
Stock
Subscription Receivable
|
(200 | ) | ||
Additional
paid-in capital
|
39,960 | |||
Deficit
accumulated during the development stage
|
(25,350 | ) | ||
Total
Stockholders' Equity (Deficit)
|
14,650 | |||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 14,650 |
The
accompanying notes are an integral part of these financial
statements.
F-2
Stone
Harbor Investments, Inc.
(A
Development Stage Company)
Statement
of Operations
From
Inception to June 30, 2009
From Inception
|
||||
on May 14,
|
||||
2009 Through
|
||||
June 30,
|
||||
2009
|
||||
OPERATING
EXPENSES
|
||||
General
and administrative
|
$ | 25,350 | ||
Total
Operating Expenses
|
25,350 | |||
INCOME
(LOSS) FROM OPERATIONS
|
(25,350 | ) | ||
OTHER
EXPENSES
|
||||
Other
income
|
||||
INCOME
(LOSS) BEFORE INCOME TAXES
|
(25,350 | ) | ||
Income
tax expense
|
- | |||
NET
INCOME (LOSS)
|
$ | (25,350 | ) | |
BASIC
INCOME (LOSS) PER COMMON SHARE
|
$ | (0.001 | ) | |
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
21,021,277 |
The
accompanying notes are an integral part of these financial
statements
F-3
Stone
Harbor Investments, Inc.
(A
Development Stage Company)
Statement
of Stockholders' Equity (Deficit)
Deficit
|
||||||||||||||||||||||||||||||||
Accumulated
|
Total
|
|||||||||||||||||||||||||||||||
Stock
|
Additional
|
During
the
|
Stockholders'
|
|||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Subscription
|
Paid-In
|
Development
|
Equity
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Receivable
|
Capital
|
Stage
|
(Deficit)
|
|||||||||||||||||||||||||
Balance,
May 14, 2009
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||||
Issuance
of common stock for cash
|
20,000,000 | 200 | - | - | 200 | |||||||||||||||||||||||||||
Stock
Subscription Receivable
|
(200 | ) | (200 | ) | ||||||||||||||||||||||||||||
Issuance
of common stock for cash
|
4,000,000 | 40 | 39,960 | 40,000 | ||||||||||||||||||||||||||||
Net
Loss June 30, 2009
|
(25,350 | ) | (25,350 | ) | ||||||||||||||||||||||||||||
Balance,
June 30, 2009
|
- | $ | - | 24,000,000 | $ | 240 | (200 | ) | $ | 39,960 | $ | (25,350 | ) | $ | 14,650 |
The
accompanying notes are an integral part of these financial
statements
F-4
Stone
Harbor Investments, Inc.
(A
Development Stage Company)
Statement
of Cash Flows
From
Inception
|
||||
on
May 14,
|
||||
2009
Through
|
||||
June
30,
|
||||
2009
|
||||
OPERATING
ACTIVITIES
|
||||
Net
loss
|
$ | (25,350 | ) | |
Adjustments to
reconcile net loss to net
cash used by operating activities:
|
||||
INVESTING
ACTIVITIES
|
||||
Net
Cash Used in Investing Activities
|
- | |||
FINANCING
ACTIVITIES
|
||||
Common
stock issued for cash
|
40,000 | |||
|
||||
Net
Cash Provided by Financing Activities
|
40,000 | |||
NET
INCREASE (DECREASE) IN CASH
|
14,650 | |||
|
||||
CASH
AT BEGINNING OF PERIOD
|
- | |||
CASH
AT END OF PERIOD
|
$ | 14,650 | ||
SUPPLEMENTAL
DISCLOSURES OF CASH
FLOW INFORMATION
|
||||
CASH
PAID FOR:
|
||||
Interest
|
$ | - | ||
Income
Taxes
|
$ | - | ||
Stock
subscription receivable related to 20,000,000 shares of common stock
issued at par value upon incorporation
|
$ | 200 |
The
accompanying notes are an integral part of these financial
statements.
F-5
STONE
HARBOR INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of
Business
The
financial statements presented are those of Stone Harbor Investments,
Inc. the Company was originally incorporated under the laws of the
state of Nevada on May 14, 2009. Stone Harbor Investments, Inc.
offers internet and web-related services to small businesses including website
development and design, marketing analysis, and general business services
including business planning and accounting support functions for internet
start-up companies. The Company provides high-end, affordable Internet and
business related services to small businesses that are looking to expand their
existing marketing efforts to reach a larger audience via the World Wide
Web. Management has experience in marketing, commercial website
development and business-to-business sales.
These
financial statements have been prepared on a going concern basis, which implies
that the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. During the period ended June 30,
2009, the Company recognized no sales revenue and incurred a net loss of
$25,350. As at June 30, 2009, the Company had an accumulated deficit
of $25,350. The continuation of the Company as a going concern is
dependent upon the continued financial support from its shareholders, the
ability to raise equity or debt financing, and the attainment of profitable
operations from the Company's future business. Additionally as part of its
business plan, the Company is actively seeking merger partners and strategic
alliances in order to accelerate its growth in the industry. These factors raise
substantial doubt regarding the Company’s ability to continue as a going
concern. These financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern.
Revenue
Recognition
The
Company will recognize revenue for its design and development services as the
projects are completed Revenue from other services provided such as
marketing analysis, business planning and accounting support functions will be
recognized as billed on a monthly basis.
In some
situations, we may receive advance payments from our customers. The Company will
defer revenue associated with these advance payments until complete the
contracted services.
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 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.
Dividends
The
Company has not adopted any policy regarding payment of dividends. No dividends
have been paid during any of the periods shown.
Advertising
Costs
The
Company’s policy regarding advertising is to expense advertising when incurred.
The Company had not incurred any advertising expense as of June 30,
2009.
Cash and Cash
Equivalents
For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the
extent the funds are not being held for investment purposes. As at
June 30, 2009 the Company had no cash equivalents.
F-6
STONE
HARBOR INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basic (Loss) per Common
Share
We follow
SFAS No. 128, Earnings Per
Share, to calculate and report basic and diluted earnings per share
(“EPS”). Basic (loss) per share is calculated by dividing the
Company’s net loss applicable to common shareholders by the weighted average
number of common shares during the period. Diluted earnings per share is
calculated by dividing the Company’s net income 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 for any potentially dilutive debt or equity. There are
no such common stock equivalents outstanding as of June 30, 2009.
For the Period
Ended June 30,
2009
|
||||
Loss
(numerator)
|
$ | (25,350 | ) | |
Weighted
average shares (denominator)
|
21,021,277 | |||
Per
share amount
|
$ | (0.001 | ) |
Income
Taxes
The
Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.
SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.
The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 39% to net loss before
provision for income taxes for the following reasons:
June 30, 2009
|
||||
Income
tax expense at statutory rate
|
$ | (9,885 | ) | |
Valuation
allowance
|
9,885 | |||
Income
tax expense per books
|
$ | - |
F-7
STONE
HARBOR INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
(Continued)
Net
deferred tax assets consist of the following components as of:
June 30, 2009
|
||||
NOL
carryover
|
$ | 9,885 | ||
Valuation
allowance
|
(9,885 | ) | ||
Net
deferred tax asset
|
$ | - |
Impairment of Long-Lived
Assets
The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than
the carrying amount of those assets, the Company recognizes an impairment loss
based on the excess of the carrying amount over the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or the
fair value less costs to sell.
Accounting
Basis
The basis
is accounting principles generally accepted in the United States of
America. The Company has adopted a June 30 fiscal year
end.
Stock-based
compensation.
As of
June 30, 2009, the Company has not issued any share-based payments.
The
Company records stock-based compensation in accordance with SFAS No. 123R “Share
Based Payments”, using the fair value method. All transactions in which goods or
services are the consideration received for the issuance of equity instruments
are accounted for based on the fair value of the consideration received or the
fair value of the equity instrument issued, whichever is more reliably
measurable. Equity instruments issued to employees and the cost of the services
received as consideration are measured and recognized based on the fair value of
the equity instruments issued.
F-8
STONE
HARBOR INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements
In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). The
provisions of SFAS 166, in part, amend the de-recognition guidance in FASB
Statement No. 140, eliminate the exemption from consolidation for qualifying
special-purpose entities and require additional disclosures. SFAS 166 is
effective for financial asset transfers occurring after the beginning of an
entity’s first fiscal year that begins after November 15, 2009. The Company does
not expect the provisions of SFAS 166 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)
(“SFAS 167”). SFAS 167 amends the consolidation guidance applicable to variable
interest entities. The provisions of SFAS 167 significantly affect the overall
consolidation analysis under FASB Interpretation No. 46(R). SFAS 167
is effective as of the beginning of the first fiscal year that begins after
November 15, 2009. SFAS 167 will be effective for the Company beginning in 2010.
The Company does not expect the provisions of SFAS 167 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles – a replacement of
FASB Statement No. 162” (“SFAS No. 168”). Under SFAS No. 168 the
“FASB Accounting Standards Codification” (“Codification”) will become the source
of authoritative U. S. GAAP to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. On the effective date, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. SFAS No. 168 is effective for the
Company’s interim quarterly period beginning July 1, 2009. The Company does not
expect the adoption of SFAS No. 168 to have an impact on the financial
statements.
In June
2009, the Securities and Exchange Commission’s Office of the Chief Accountant
and Division of Corporation Finance announced the release of Staff Accounting
Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds
portions of the interpretive guidance included in the Staff Accounting Bulletin
Series in order to make the relevant interpretive guidance consistent with
current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations,
and Statement of Financial Accounting Standards No. 160, Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
F-9
STONE
HARBOR INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements (Continued)
In May
2009, the FASB issued SFAS No. 165, Subsequent Events, to establish general
standards of accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or available to be
issued. SFAS No. 165 is effective for interim or annual financial
periods ending after June 15, 2009. Adoption of SFAS No. 165 did not have a
material impact on our condensed consolidated financial statements.
In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about
Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107,
Disclosures about Fair Value of Financial Instruments, to require disclosures
about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual financial statements. This FSP
also amends APB Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting periods.
This FSP shall be effective for interim reporting periods ending after June 15,
2009. The Company does not have any fair value of financial instruments to
disclose.
In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. The FSP does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The FSP shall be effective for interim and annual reporting periods
ending after June 15, 2009. The Company currently does not have any financial
assets that are other-than-temporarily impaired.
In April
2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies, to
address some of the application issues under SFAS 141(R). The FSP deals with the
initial recognition and measurement of an asset acquired or a liability assumed
in a business combination that arises from a contingency provided the asset or
liability’s fair value on the date of acquisition can be determined. When the
fair value can-not be determined, the FSP requires using the guidance under SFAS
No. 5, Accounting for Contingencies, and FASB
Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a
Loss. This FSP was effective for assets or liabilities arising from
contingencies in business combinations
for which the acquisition date is on or after January 1, 2009. The adoption of
this FSP has not had a material impact on our financial position, results of
operations, or cash flows during the period ended June 30,
2009.
F-10
STONE
HARBOR INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements (Continued)
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”). FSP FAS 157-4
provides guidance on estimating fair value when market activity has decreased
and on identifying transactions that are not orderly. Additionally,
entities are required to disclose in interim and annual periods the inputs and
valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15,
2009. The Company does not expect the adoption of FSP FAS 157-4 will
have a material impact on its financial condition or results of
operations.
In
October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS
157-3”), which clarifies application of SFAS 157 in a market that is not
active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The
adoption of FSP FAS 157-3 had no impact on the Company’s results of operations,
financial condition or cash flows.
In
December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.” This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise’s
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP
effective January 1, 2009. The adoption of the FSP had no impact
on the Company’s results of operations, financial condition or cash
flows.
In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan assets.
This FSP is effective for fiscal years ending after December 15,
2009. The Company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its financial condition or results of
operation.
F-11
STONE
HARBOR INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements (Continued)
In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities,” and
FASB Interpretation 46 (revised December 2003), “Consolidation of
Variable Interest Entities − an interpretation of ARB No. 51,”
as well as other modifications. While the proposed revised
pronouncements have not been finalized and the proposals are subject to further
public comment, the Company anticipates the changes will not have a significant
impact on the Company’s financial statements. The changes would be
effective March 1, 2010, on a prospective basis.
In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, “Earnings per
Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal
years beginning on or after December 15, 2008 and earlier adoption is
prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe
that FSP EITF 03-6-1 would have material effect on our consolidated financial
position and results of operations if adopted.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”. SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.
F-12
STONE
HARBOR INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements (Continued)
In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items
affect an entity’s financial position, financial performance, and cash flows.
This Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but
does not expect it to have a material impact on its consolidated financial
position, results of operations or cash flows.
NOTE
2 - STOCKHOLDERS’ EQUITY
COMMON
STOCK
In June
2009, we entered into a stock subscription agreement for the sale of 4,000,000
shares of common stock at a price of $0.01 per share. The Company
realized $40,000 from this subscription.
NOTE
3 – STOCK SUBSCRIPTION RECEIVABLE
In May
2009, the Company issued to its founder 20,000,000 million shares of its common
stock for a par value. Payment for the stock was received on
September 9, 2009.
NOTE
4 – RELATED PARTY TRANSACTION
The
Company’s sole officer, director and majority shareholder provides various
consulting services to the Company for which he is compensated. For
the period ending June 30, 2009 consultant fees paid were
$10,000.
F-13
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.
19
Our
Business
We offer
internet and web-related services to small businesses including website
development and design, marketing analysis and general business services
including business planning and accounting support functions for internet
start-up companies. We provide high-end, affordable Internet and
business related services to small businesses that are looking to expand their
existing marketing efforts to reach a larger audience via the World Wide
Web. Our management has experience in marketing and commercial web
development, as well as business-to-business sales. Our website is
located at www.stoneharborweb.com
The
demand for web development and marketing services in the small business market
continues to grow. The majority of e-commerce service providers focus
on servicing large and medium-sized corporations. We have developed a
business network that reduces steep project costs and allows us to offer the
same high-end web development services as larger companies receive at a much
lower cost to the client. We accomplish this by aligning ourselves
with other service providers to package an affordable, turn-key internet and
business services offering.
Plan
of Operation
We have
begun limited operations, and we require outside capital to implement our
business model.
1.
|
We
believe we can begin to implement our business plan by target marketing
our web and ancillary services to small businesses in a way that they can
understand and afford.
|
2.
|
All
business functions will be coordinated and managed by the founder of our
company and consultants to the founder, including other service providers,
to package and market affordable, turn-key internet and business services
solutions for small business website and e-commerce
projects.
|
3.
|
We
intend to support these marketing efforts by the development of
high-quality marketing materials; a wide spread public relations and
advertising program and an attractive and informative trade and consumer
friendly website, www.StoneHarborWeb.com.
|
4.
|
Within
120 days of the initiation of our marketing campaign, we believe that the
Company will begin to generate expanded revenues from its targeted
marketing approach.
|
In
summary, we hope to be generating sales revenues from our new sales programs
within 180 days of the date of this Registration Statement.
If we are
unable to generate sufficient customers, we may have to reduce, suspend or cease
its efforts. If our company is forced to cease its previously stated
efforts, we do not have plans to pursue other business
opportunities.
Limited
Operating History
We have
generated no independent financial history and has not previously demonstrated
that it will be able to expand its business through an increased investment in
marketing activities. We cannot guarantee that the expansion efforts described
in this Registration Statement will be successful. The business is
subject to risks inherent in growing an enterprise, including limited capital
resources and possible rejection of our services offering and/or sales
methods.
Future
financing may not be available to us on acceptable terms. If
financing is not available on satisfactory terms, we may be unable to continue
expanding our operations. Equity financing will result in a dilution
to existing shareholders.
20
Results
of Operations
For the
period from May 14, 2009 (inception), to June 30, 2009 we had no revenue.
Expenses for the period totaled $25,350 resulting in a loss of $25,350. Expenses
for the period consisted of $25,350 for General and administrative
expenses.
Liquidity
and Capital Resources
As of
June 30, 2009 we had $14,650 in cash.
Based
upon the above, we believe that we have enough cash to support our daily
operations while we are attempting to commence operations and produce revenues.
However, if we are unable to satisfy our cash requirements we may be unable to
proceed with our plan of operations. We do not anticipate the
purchase or sale of any significant equipment. The foregoing represents our best
estimate of our cash needs based on current planning and business
conditions. In the event we are not successful in reaching our
initial revenue targets, additional funds may be required, and we may not be
able to proceed with our business plan for the development and marketing of our
core services. Should this occur, we will suspend or cease
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.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements
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 name and age of our sole officer and director as
of September 2, 2009. Our Executive officer is elected annually by our Board of
Director. Our executive officer hold his office until he resigns, or is
removed by the Board, or his successor is elected and
qualified.
Name
|
Age
|
Position
|
||
Michael
Toups
|
43
|
President,
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and
Director
|
Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
Michael Toups is an operations
and corporate
finance executive with 20 years experience in senior management in domestic and
international businesses. He has extensive experience in finance,
accounting and operations management. Michael is well-versed in
strategic business planning, marketing and commercial web
development. He has corporate finance experience as both principal
and advisor, and CFO and Director experience in publicly traded companies,
including PCAOB audits, SEC reporting, SOX compliance and investor relations. He
holds an MBA in Finance from the University of Notre
Dame.
21
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.
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
ended June 30, 2009.
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
($)
|
|||||||||||||||
Michael
Toups, President, Chief Executive Officer
Chief
Financial Officer, Treasurer, Secretary and
Director
|
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
$ |
10,000
|
$
|
10,000
|
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 through June 30,
2009.
Aggregated
Option Exercises and Fiscal Year-End Option Value Table. There were no stock options
exercised during period ending June 30, 2009 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 an employment agreement in place with our sole officer and
director.
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 October 7, 2009
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.
22
Name
|
Number
of
Shares
Beneficially
Owned
|
Percent
of
Class (3)
|
||||||
Michael
Toups(1)
7985
113th
Street
Suite
211
Seminole,
Florida 33772
|
20,000,000 | 83.02 | % | |||||
Entrust
of Tampa Bay FBO Edward Mass 2323
State
Road 580Clearwater, Florida 33763
|
4,000,000 | 16.60 | % | |||||
All
Executive Officers and Directors as a group
|
20,000,000 | 99.62 | % |
(1) Based on 24,092,000
shares of common
stock
outstanding as of October 7, 2009
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
We were
incorporated in the State of Nevada in May 2009 and 20,000,000 shares of common
stock were issued to Michael Toups for consideration of $200.
Item
12A. Disclosure of Commission Position on Indemnification of Securities Act
Liabilities.
Our
directors and officers are indemnified as provided by the Nevada 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.
23
STONE
HARBOR INVESTMENTS, INC.
142,000
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 _____, 2009
24
PART
II INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
Securities
and Exchange Commission registration fee
|
$
|
0.08
|
||
Federal
Taxes
|
$
|
|||
State
Taxes and Fees
|
$
|
|||
Transfer
Agent Fees
|
$
|
|||
Accounting
fees and expenses
|
$
|
3,500
|
||
Legal
fees and expense
|
$
|
30,000
|
||
Blue
Sky fees and expenses
|
$
|
1,000
|
||
Miscellaneous
|
$
|
|||
Total
|
$
|
34,502.28
|
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.
Item
14. Indemnification of Directors and Officers.
Our
directors and officers are indemnified as provided by the Nevada 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.
Item
15. Recent Sales of Unregistered Securities.
We were
incorporated in the State of Nevada in May 2009 and 20,000,000 shares of common
stock were issued to Michael Toups for consideration of $200. 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, Mr. Toups 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.
25
In
August, 2009, we issued an aggregate of 25,000 shares of our common stock to
Anslow & Jaclin, LLP, as compensation for legal services rendered. These
securities were issued pursuant to the exemption provided under Section 4(2) of
the Securities Act. These shares of our common stock qualified for exemption
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 shareholder had the necessary investment intent as required by Section 4(2)
since she agreed to and received share certificates bearing a legend stating
that such shares are restricted pursuant to Rule 144 of the 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 for this transaction.
In August
2009, we completed a Regulation D Rule 506 offering in which we sold 4,067,000
shares of common stock to 40 investors, at a price per share of $0.01 for an
aggregate offering price of $40,670. The following sets forth the identity of
the class of persons to whom we sold these shares and the amount of shares for
each shareholder:
Entrust
of Tampa Bay FBO Edward Mass
|
4,000,000 | |||
Thomas
Collentine
|
1,000 | |||
Lisa
Angarano
|
1,000 | |||
Jason
Spurlin
|
1,000 | |||
David
Strenkoski
|
1,000 | |||
Lavin
Dos Santos
|
1,000 | |||
Van
Nguyen
|
1,000 | |||
Sal
Kopita
|
1,000 | |||
Robert
Rogin
|
1,000 | |||
Cheryl
Chernoff
|
1,000 | |||
Peter
Adams
|
1,000 | |||
Robin
Adams
|
1,000 | |||
Tim
Kennedy
|
1,000 | |||
Christopher
Toups
|
1,000 | |||
Leslie
Toups
|
1,000 | |||
Jean
C. Shagena
|
1,000 | |||
Visionary
Concepts, LLC (1)
|
1,000 | |||
David
L. Toups
|
1,000 | |||
Robert
W. Christian, Jr.
|
1,000 | |||
Robert
W. Christian Sr.
|
1,000 | |||
James
Doulgeris
|
1,000 | |||
Denise
Doulgeris
|
1,000 | |||
Brenna
Doulgeris
|
1,000 | |||
Alexi
Doulgeris
|
1,000 | |||
James
John Doulgeris
|
1,000 | |||
Zhang
Miao
|
6,000 | |||
Wei
Luo & Xuan Chen as Tenants in Common
|
2,000 | |||
Gang
Xu
|
5,000 | |||
Gregory
Busch
|
10,000 | |||
Barbara
Ann Busch
|
10,000 | |||
Robert
E. Dudenhoefer, Jr.
|
1,000 | |||
Angela
M. Dudenhoefer
|
1,000 | |||
Darren
Griffin
|
1,000 |
Chris
Marchesini
|
1,000 | |||
Amy
Ji
|
1,000 | |||
Sirge
Villani
|
1,000 | |||
Robert
Rheintgen
|
1,000 | |||
Richard
Corbert
|
1,000 | |||
William
Forhan
|
1,000 | |||
Virginia
Rheintgen
|
1,000 |
26
Please
note that pursuant to Rule 506, all shares purchased in the Regulation D Rule
506 offering completed in August 2009 were restricted in accordance with Rule
144 of the Securities Act of 1933. In addition, each of these shareholders were
either accredited as defined in Rule 501 (a) of Regulation D promulgated under
the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of
Regulation D promulgated under the Securities Act.
(A) |
At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an
“investment company” within the meaning of the federal securities
laws.
|
(B)
|
Neither
we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities, nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection with the
purchase or sale of any security.
|
(C)
|
The
offers and sales of securities by us pursuant to the offerings were not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
(D)
|
Except
for Leslie Toups, David Toups, and Christopher Toups none of the investors
are affiliated with any of our directors, officers or promoters or any
beneficial owner of 10% or more of our
securities.
|
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.
Item
16. Exhibits and Financial Statement Schedules.
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
3.1
|
Articles
of Incorporation
|
|
3.2
|
By-Laws
|
|
5.1
|
Opinion
of Anslow & Jaclin, LLP
|
|
23.1
|
Consent
of Brimmer, Burek and Keelan LLP
|
|
23.2
|
Consent
of Counsel
|
|
24.1
|
Power
of
Attorney
|
27
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
to:
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
|
(ii)
|
Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information 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) any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and
|
|
(iii)
|
Include
any 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 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.
|
(B) The
issuer is subject to Rule 430C (ss. 230. 430C of this chapter): Each prospectus
filed pursuant to Rule 424(b)(ss. 230. 424(b) of this chapter) 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 (ss. 230. 430A of this chapter), 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.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, in Seminole, Florida on October
14, 2009.
STONE HARBOR INVESTMENTS,
INC.
/s/
Michael Toups
|
Name:
Michael Toups
|
Position:
President,
|
Principal
Executive Officer, Principal
Accounting
Officer,
Director
|
28