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EX-5.1 - OPINION OF ANSLOW & JACLIN, LLP - PROSPECT GLOBAL RESOURCES INC. | fs1a1ex5i_triangle.htm |
EX-23.1 - CONSENT OF WEBB & COMPANY, P.A. - PROSPECT GLOBAL RESOURCES INC. | fs1a1ex23i_triangle.htm |
SECURITIES
AND EXCHANGE COMMISSION
==================================
AMENDMENT
NO. 1 TO
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
==================================
TRIANGLE
CASTINGS, INC.
(Exact
Name of Registrant in its Charter)
Nevada
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26-3024783
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|||
(State
or other Jurisdiction of Incorporation)
|
(Primary
Standard Industrial Classification Code)
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(IRS
Employer Identification No.)
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||
TRIANGLE
CASTINGS, INC.
103
Larkwood Lane
Cary,
NC 27518
Tel.:
(919) 632-8155
(Address
and Telephone Number of Registrant’s Principal
Executive
Offices and Principal Place of Business)
VCORP
SERVICES, LLC
1409
Bonita Avenue
Las
Vegas, NV 89104
(888)
528-2677
(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. o
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.o
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.o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. o
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
|
o
|
Accelerated
filer
|
o
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Non-accelerated
filer
|
o
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Smaller
reporting company
|
x
|
CALCULATION
OF REGISTRATION FEE
Title
of Each Class Of Securities to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Aggregate
Offering
Price
per
share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
fee
|
||||||||||||
Common
Stock, $0.0001 par value per share
|
1,735,000
|
$
|
0.10
|
$
|
173,500
|
$
|
9.68
|
(1) This
Registration Statement covers the resale by our selling shareholders of up to
1,735,000 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 $0.10 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 January _,
2010
TRIANGLE
CASTINGS, INC.
1,735,000 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 $0.10 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: _______, 2010
PAGE
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1
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2
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3
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7
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7
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7
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7
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8
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9
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10
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11
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14
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14
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14
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F-
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15
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15
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17
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17
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18
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ITEM
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed
Charges.
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 “Triangle Castings,” “Company,” “we,” “us” and “our” refer
to Triangle Castings, Inc.
Overview
We were
incorporated in the State of Nevada on July 22, 2008 as Triangle Castings,
Inc.
Triangle
Castings, Inc. principal business is focused on renovation for homeowners who
can’t or don’t want to sell in the currently weak real estate market, yet want
or need new features, additional space, environmentally friendly changes and
other major enhancements to meet their lifestyle needs and maintain or increase
the value of the property. The company was organized in July 2008 and is based
in Cary, North Carolina. We are a development stage company
and have no operations or revenues and have no current plans to finance the
operation of our plan. We have received a going concern opinion from our
auditor.
We do not
consider our self a blank check company, we do not have any intention to engage
in a reverse merger or other business
combination.
Where
You Can Find Us
Our
principal executive office is located at 103 Larkwood Lane, Cary North Carolina,
27518 and our telephone number is (919) 632-8155.
The
Offering
Common
stock offered by selling security holders
|
1,735,000
shares of common stock. This number represents 25.7% of our current
outstanding common stock (1).
|
|
Common
stock outstanding before the offering
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6,735,000
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Common
stock outstanding after the offering
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6,735,000
common shares as of December 1, 2009.
|
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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.
|
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(1)
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Based
on 6,735,000 shares of common stock outstanding as of December 1,
2009.
|
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 July 22, 2008
through September 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
financial statements and the related notes included in this
prospectus.
For
the Period
from
Inception
(July
22, 2008)
through
September
30, 2009
|
For
the Period
from
Inception
(July
22, 2008)
through
December
31, 2008
|
|||||||
STATEMENT
OF OPERATIONS
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||||||||
Revenues
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$
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2,981
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$
|
-
|
||||
Cost
of Goods Sold
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2,839
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-
|
||||||
Professional
Fees
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9,974
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4,625
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||||||
General
and Administrative Expenses
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7,872
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2,772
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||||||
Total
Operating Expenses
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17,846
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7,397
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||||||
Net
Loss
|
(17,704
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)
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(7,397
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)
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As
of
September
30, 2009
|
||||
BALANCE
SHEET DATA
|
||||
Cash
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154,939
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|||
Total
Assets
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157,920
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|||
Total
Liabilities
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4,974
|
|||
Stockholders’
Equity
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152,946
|
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
OUR
AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING
CONCERN.
Based on
our financial history since inception, our auditor has expressed substantial
doubt as to our ability to continue as a going concern. We are a development
stage company that has never generated any revenue. If we cannot obtain
sufficient funding, we may have to delay the implementation of our business
strategy.
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 gaining market share as a new
company :
· Develop
effective business plan;
· Meet
customer standard;
· Attain
customer loyalty;
· Develop
and upgrade our service;
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.
WE
NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.
The
development of our services will require the commitment of substantial resources
to implement our business plan. 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 have no current plans for additional
financing.
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.
OUR
PRINCIPAL STOCKHOLDER HAS SIGNIFICANT VOTING POWER AND MAY TAKE ACTIONS THAT MAY
NOT BE IN THE BEST INTEREST OF ALL OTHER STOCKHOLDERS
Our sole
officer and director controls approximately 74.2% of our current outstanding
shares of voting common stock. He may be able to exert significant control over
our management and affairs requiring stockholder approval, including approval of
significant corporate transactions. This concentration of ownership may expedite
approvals of company decisions, or have the effect of delaying or preventing a
change in control or be in the best interests of all our
stockholders.
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.
THE LACK OF 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 lacks
public company experience, which could impair our ability to comply with legal
and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002.
Our senior management has never had responsibility for managing a publicly
traded company. 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 $0.10 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.
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 110,000,000
shares of capital stock consisting of 100,000,000 shares of common stock, par
value $0.0001 per share, and 10,000,000 shares of preferred stock, par value
$0.0001 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.
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,” “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.
We will
not receive any proceeds from the sale of common stock by the selling security
holders. All of the net proceeds from the sale of our common stock will go to
the selling security holders as described below in the sections entitled
“Selling Security Holders” and “Plan of Distribution”. We have agreed
to bear the expenses relating to the registration of the common stock for the
selling security holders.
Determination
of Offering Price
Since our
common stock is not listed or quoted on any exchange or quotation system, the
offering price of the shares of common stock was determined by the price of the
common stock that was sold to our security holders pursuant to an exemption
under 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.
Dilution
The
common stock to be sold by the selling shareholders are provided in the
“Selling Security Holders” section is common stock that is currently
issued. Accordingly, there will be no dilution to our existing
shareholders.
Selling Security Holders
The
common shares being offered for resale by the selling security holders consist
of the 1,735,000 shares of our common stock held by 37 shareholders. Such
shareholders include the holders of the 1,735,000 shares sold in our private
offering pursuant to Regulation D Rule 506 completed in September 2009 at an
offering price of $0.10.
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 January 11, 2010 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
|
Ackles,
Steven
|
10,000
|
10,000
|
0
|
0%
|
Blount
III, Marvin K
|
25,000
|
25,000
|
0
|
0%
|
Blount,
Rebecca C
|
25,000
|
25,000
|
0
|
0%
|
Brennan,
Timothy P
|
25,000
|
25,000
|
0
|
0%
|
Clark,
Jimmy D
|
100,000
|
100,000
|
0
|
0%
|
Coker,
James
|
50,000
|
50,000
|
0
|
0%
|
Coker,
Lauren
|
50,000
|
50,000
|
0
|
0%
|
Croslis
Realty, LLC(1)
|
50,000
|
50,000
|
0
|
0%
|
Croslis,
Hope A.
|
50,000
|
50,000
|
0
|
0%
|
Croslis,
Jane
|
5,000
|
5,000
|
0
|
0%
|
Denton,
Patrick I
|
10,000
|
10,000
|
0
|
0%
|
Ferro,
Alma
|
50,000
|
50,000
|
0
|
0%
|
Ferro,
Benedict
|
50,000
|
50,000
|
0
|
0%
|
Ganey,
Connie
|
50,000
|
50,000
|
0
|
0%
|
GSM
& Associates, Inc(2)
|
100,000
|
100,000
|
0
|
0%
|
Haas
Jr, Richard A
|
30,000
|
30,000
|
0
|
0%
|
Hiatt,
Linda
|
50,000
|
50,000
|
0
|
0%
|
Hodqes,
Luther H
|
320,000
|
320,000
|
0
|
0%
|
Koplish,
Daniel E
|
30,000
|
30,000
|
0
|
0%
|
Lopsonzski,
Lynn K
|
50,000
|
50,000
|
0
|
0%
|
Lopsonzski,
Theodore J
|
50,000
|
50,000
|
0
|
0%
|
Mann,
DavidR
|
50,000
|
50,000
|
0
|
0%
|
Mann,
Jennifer L
|
50,000
|
50,000
|
0
|
0%
|
McMillan,
Joseph E
|
2,500
|
2,500
|
0
|
0%
|
Murray,
Lynne H
|
30,000
|
30,000
|
0
|
0%
|
Nammack-Weiss,
Amy
|
2,500
|
2,500
|
0
|
0%
|
Palmieri,
Michael
|
50,000
|
50,000
|
0
|
0%
|
Reichard,
Lawrence James
|
50,000
|
50,000
|
0
|
0%
|
Rocha,
Barabara J
|
30,000
|
30,000
|
0
|
0%
|
Rocha,
Michael R
|
30,000
|
30,000
|
0
|
0%
|
Salamy,
Barbara A
|
40,000
|
40,000
|
0
|
0%
|
Salamy,
Fred A
|
40,000
|
40,000
|
0
|
0%
|
SecuritySettlement
Services(3)
|
50,000
|
50,000
|
0
|
0%
|
Shollenberger,
Lori A
|
25,000
|
25,000
|
0
|
0%
|
Taft
Sr., Thomas F
|
100,000
|
100,000
|
0
|
0%
|
Tejada,
Ramon
|
2,500
|
2,500
|
0
|
0%
|
Williard,
Gary
|
2,500
|
2,500
|
0
|
0%
|
(1)
Matthew Croslis is the principal of Croslis Realty, LLC, Matthew Croslis acting
alone has voting and dispositive power over the owned by Croslis Realty,
LLC.
(2)
Gordon Myers is the principal of GSM & Associates, Inc., Gordon Myers acting
alone has voting and dispositive power over the shares owned by GSM &
Associates, Inc.
(3) Louis
Belletieri is the principal of Security Settlement Services, Louis Belletieri
acting alone has voting and dispositive power over the shares owned by Security
Settlement Services.
On July
22, 2008, the Company issued 5,000,000 shares of common stock having a fair
value of $500 ($0.0001/share) to its founder in exchange for $100 of cash and
$400 of services provided (See Financial Note 2(C)).
There are
no agreements between the company and any selling shareholder pursuant to which
the shares subject to this registration statement were
issued.
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.
|
The
selling security holders may sell some or all of their shares at a fixed price
of $0.10 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 $0.10 until a market develops for the
stock.
Once a
market has developed for our common stock, the shares may be sold or distributed
from time to time by the selling stockholders, who may be deemed to be
underwriters, directly to one or more purchasers or through brokers or dealers
who act solely as agents, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated prices or at
fixed prices, which may be changed. The distribution of the shares may be
effected in one or more of the following methods:
·
|
ordinary
brokers transactions, which may include long or short
sales,
|
·
|
transactions
involving cross or block trades on any securities or market where our
common stock is trading, market where our common stock is
trading,
|
·
|
through
direct sales to purchasers or sales effected through
agents,
|
·
|
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or exchange listed or otherwise),
or
|
·
|
any
combination of the foregoing.
|
In
addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted, of
shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus. To our best knowledge, none of the selling security holders are
broker-dealers or affiliates of broker dealers.
We will
advise the selling security holders that the anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of shares in the market
and to the activities of the selling security holders and their affiliates. In
addition, we will make copies of this prospectus (as it may be supplemented or
amended from time to time) available to the selling security holders for the
purpose of satisfying the prospectus delivery requirements of the Securities
Act. The selling security holders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities
Act.
Brokers,
dealers, or agents participating in the distribution of the shares may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or
both (which compensation as to a particular broker-dealer may be in excess of
customary commissions). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer or
agent relating to the sale or distribution of the shares. We will not receive
any proceeds from the sale of the shares of the selling security holders
pursuant to this prospectus. We have agreed to bear the expenses of the
registration of the shares, including legal and accounting fees, and such
expenses are estimated to be approximately $39,509.68.
Notwithstanding
anything set forth herein, no FINRA member will charge commissions that exceed
8% of the total proceeds of the offering.
Description of Securities to be Registered
General
We are
authorized to issue an aggregate number of 110,000,000 shares of capital stock,
of which 100,000,000 shares are common stock, $0.0001 par value per share, and
there are 10,000,000 preferred shares, $0.0001 par value per share
authorized.
Common
Stock
We are
authorized to issue 100,000,000 shares of common stock, $0.0001 par value per
share. Currently we have 6,735,000 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 10,000,000 shares of preferred stock, $0.0001 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.
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 Globex
Transfer Agent in the near future.
Interests
of Named Experts and Counsel
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Anslow
& Jaclin, LLP will pass on the validity of the common stock being offered
pursuant to this registration statement.
The
financial statements included in this prospectus and the registration statement
have been audited by Webb & Company, P.A. 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.
Information
about the Registrant
DESCRIPTION OF BUSINESS
Overview
Due to
the increase in the number of homeowners who can’t or are not willing to sell
their homes at significantly lower prices, we fell that our Company is
positioned well to capitalize on this market condition, which is expected to
continue for the next few years.
Triangle
Castings, Inc., (the “Company”) was incorporated in the State of Nevada on July
22, 2008. Our principal business is to provide unique, practical, and quality
home renovation on a timely basis, utilizing the highest
quality renovation techniques and practices. We were organized in July
2008 and are based in Cary, North Carolina.
We were
formed to help meet a growing demand for home
renovation in the Research Triangle area of North Carolina. We are
initially focusing on renovations for homeowners who can’t or don’t want to sell
in the currently weak real estate market, yet want or need new features,
additional space, environmentally friendly changes and other major enhancements
to meet their lifestyle needs and maintain or increase the value of the
property.
We plan
to work with building renovators who have been recognized for quality renovation
and “green” building projects. All building renovations will conform to the
guidelines established by the local city government for zoning and setback
restrictions.
Oversight
of the subcontractors who will be doing the
renovation work will be the responsibility of the
Company,. We believe that our initial capital infusion will
be sufficient to carry out our business for the next 12 months outlined below.
Additionally we think we may find additional new investors from satisfied
customers.
Our
business is subject to North Carolina State Building Codes and Local Building
Codes depending on what geographic area we are working in. Denis Snyder has a
General Contractors License which means that he can do business in any
geographic area of North Carolina as long as he abides by the appropriate
Building Codes. He has a history of doing and is licensed to build homes, put on
additions to homes, clear land, do drainage, do electrical, do plumbing, do
sidewalks, parking lots, and many other building project related
tasks.
Our
Operating Strategy
The
concept that “new is better” works when homeowners can profit from the sale of
their current homes. In a stalled or depressed real estate market, many owners
are choosing to renovate to make their current home better fit their lifestyles
or to make it more attractive to future buyers.
We seek
to become a builder of unique homes, catering to the
owner who desires to renovate or remodel their existing
home rather than buying a new home. We want to create homes
that make a statement; while better suiting the owners lifestyle or makes the home more energy
efficient and environmentally friendly. We will provide a
high quality of renovation to create homes for owners who wish to enhance
the functionality of their home or increase its value for sale later when the
market rebounds.
Our
mission is to provide a higher quality home
renovation on a timely basis, utilizing high quality
renovation techniques and practices. We believe that is our first responsibility
to our customers. A strong financial position will help establish an attractive
option for renovation services in the geographic market we serve. In carrying
out our day-to-day business we strive to:
·
|
Follow
the philosophy that our customers are entitled to quality renovations that
are completed in a reasonable amount of
time.
|
·
|
Treat
our partners with fairness and
consideration.
|
·
|
Be
considered an asset in our
community.
|
Through
long-term commitment to this mission statement, we will be recognized as an
organization that is responsive to its customers and places a high degree of emphasis on partnering with recognized quality
subcontractors in the marketplace. . We feel that the financial model for
home renovation is stable in the Research Triangle and other large metro markets in
NC . We foresee continued growth in
the demand for home renovation to avoid or delay the need to
sell.
The
concept that “new is better” works when homeowners can profit from the sale of
their current homes. In a stalled or depressed real estate market, many owners
are choosing to renovate to make their current home better fit their lifestyles
or to make it more attractive to future buyers.
Marketing
Overview
Our
marketing objectives are:
·
|
To
promote and support the fact that people can renovate their existing homes
rather than buy a new or different home to achieve the features they need
and want.
|
·
|
To
target homeowners who can’t sell but need major renovation to continue to
enjoy their current home.
|
The
softening of the real estate market has not dramatically affected home prices in
the Research Triangle but it has caused many homeowners to wait to sell their
homes, expecting a return to higher prices in the next few years. In the
meantime, they want to maintain and increase the value of their homes; enhance
their homes to better serve their lifestyles or adjust to a change in lifestyle;
and make changes that will result in a more environmentally friendly home that
appeals to future buyers who seek “green” features.
The
“selling basis” for our renovation services is a high customer demand for homes
that better meet their lifestyle needs.
Pricing
We price
our renovation services in line with current market levels. A project price is
estimated based on the scope of the renovation. The company is initially
targeting a net profit of 5% in order to obtain quick market share. The profit target for most builders and renovators that we have
talked to over the last 6 months is approximately 18%. Obviously, that varies
depending on the size and complexity of the project and it will also affected by
unforeseen events like weather. However, most companies initially build an 18%
profit into their bid or forecast. In order to attract business and try to get
early market share we are building in a 5% profit to our smaller bids. It is our
hope that smaller projects [although not as profitable] will get our business
ramped up quickly and attract the attention of the smaller projects that need to
get done. We believe that the customers will see a considerable difference in
their cost if we only put in a 5% profit in the smaller projects. That
difference in cost we think will move some new customers to use our company in
this tougher economic environment.
Expected
Accomplishments
In order
for to attain our vision in the manner described in our mission statement, the
following primary goals need to be achieved:
·
|
Complete
the renovation of each home at or below the price forecasted in the
financial model.
|
·
|
Complete
the renovation of each home on or before the deadline in the project
plan.
|
·
|
To
utilize clients of initial projects as references for the next potential
client.
|
·
|
To
utilize the recognition of the quality of this home to develop a demand
for other home renovations of similar quality and
uniqueness.
|
Sales
To attain
the primary goal of completing the renovation under or within budget, we will
carry out the following objectives:
·
|
Use
the earned value method of project management (where expenses are tracked
according to percent accomplishment of task as well as by dollars
spent.)
|
·
|
Evaluate
the impact on expenses and the future sale price of any proposed scope
changes in the renovation effort.
|
To attain
the primary goal of completing the project on deadline, we will carry out the
following objectives:
·
|
Utilize
computerized project management tools to ensure that each task is being
completed on time.
|
·
|
Utilize
project management tools to balance staff workload so time is
optimized.
|
·
|
Reward
the members of the team financially to complete the project at or before
the deadline.
|
To attain
the primary goals of developing a strong reference and developing demand for
future projects, we will carry out the following objectives:
·
|
Work
closely with the homeowners before the completion of the project to ensure
that their expectations are
exceeded.
|
·
|
Actively
promote through public relations and online advertising the most
interesting and unique renovation projects the company has completed or is
conducting.
|
·
|
Develop
a high-end marketing brochure.
|
·
|
Pursue
local media coverage of the trend toward home renovation in the current
real estate market situation and articles featuring our projects and
results.
|
·
|
Advertise
in local publications.
|
Competition
Our
competition includes other construction companies that are switching from new
construction to renovation in response to the dramatic decline in demand for new
homes.
In
addition, there are a number of online sites that allow visitors to “find”
renovation services providers who advertise through the site. These sites
promote themselves as matchmaking services, listing a renovations services
provider who can do the type of work the visitor wishes for his or her
home.
We feel
that Triangle Castings will compete due to our long term reputation with the
subcontractors and the quality of craftsmanship provided by Denis Snyder over
the years in this immediate market. Additionally we believe our size allows us
to enter the marketplace with less built in cost thus allowing us to price our
services below many of the larger competitors. As we gain market share in the
Research Triangle we plan on expanding our market slowly and incrementally as we
are able to secure the business and necessary personnel.
Another
competitive advantage we see is that we are starting as a company focused on
renovation and remodeling and we plan to keep that focus. Many of the
competitors are dropping into this market in order to survive however their core
competencies are in larger and new construction. We will be the company that
remains in this market niche for the long term.
Marketing
Strategy
The key
to marketing is education and awareness. We will launch an educational public
relations campaign to contact all local newspapers and home and lifestyle
publications as well as online media to generate awareness of its services among
local homeowners and prospective new residents.
Sales
Promotions
Our
advertising and promotion strategy is to position ourselves as the leading
provider of home renovation services in the Research Triangle
market.
Our
marketing strategy incorporates plans to educate and recruit potential
homeowners through several proven channels:
·
|
Newspaper,
trade publication and online
advertising.
|
·
|
Viral
marketing through word of mouth and online media
outlets.
|
·
|
Referral
networking with real estate
agencies.
|
Media
Objectives
Our media
objectives are to:
·
|
Select
primary print media advertising to achieve specific market demographics
penetration.
|
·
|
Schedule
adequate frequency of ads to impact targeted market with image and quality
messages.
|
·
|
Take
advantage of special high-interest inserts or special publications when
possible.
|
Public
Relations
Our
publicity efforts are intended to accomplish the following:
·
|
Position
the Company as the leading provider of unique and spectacular home
renovation services.
|
·
|
Increase
the Company’s reputation and name recognition in the community that we
serve.
|
·
|
Develop
a public relations effort, with ongoing contact with building and real
estate editors. We will conduct consistent update programs for the target
media, keeping editors aware of project
completions.
|
·
|
Develop
a minimum of four bylined articles to be placed in newspapers, lifestyle
and home media within the next 12
months.
|
·
|
Produce
a complete company background on Triangle Castings, Inc., to be used as a
public relations tool for all project announcements in
media.
|
Employees
As of
January 11, 2010 , we have no full time employee our
President spends approximately 20 hours per week on Company matters we plan to
employ more qualified employees in the near future.
DESCRIPTION OF PROPERTY
Our
principal executive office is located at 103 Larkwood Lane, Cary, North Carolina
27518, and our telephone number is (919) 632-8155. Office space is
provided by Denis Snyder at no cost.
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 38 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.
TRIANGLE
CASTINGS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE
|
F-1
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
|
PAGE
|
F-2
|
BALANCE
SHEETS AS OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008.
|
PAGE
|
F-3
|
STATEMENTS
OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009, FOR THE PERIOD
FROM JULY 22, 2008 (INCEPTION) TO DECEMBER 31, 2008, AND FOR THE PERIOD
FROM JULY 22, 2008 (INCEPTION) TO SEPTEMBER 30, 2009.
|
PAGE
|
F-4
|
STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JULY 22, 2008
(INCEPTION) TO SEPTEMBER 30, 2009
|
PAGE
|
F-5
|
STATEMENTS
OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009, FOR THE PERIOD
FROM JULY 22, 2008 (INCEPTION) TO DECEMBER 31, 2008, AND FOR THE PERIOD
FROM JULY 22, 2008 (INCEPTION) TO SEPTEMBER 30, 2009.
|
PAGES
|
F-6
- F-9
|
NOTES
TO FINANCIAL STATEMENTS.
|
Webb
& Company, P.A.
|
|
Certified
Public Accountants
|
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors of:
Triangle
Casting, Inc.
We have
audited the accompanying balance sheets of Triangle Casting, Inc. (the
"Company") as of September 30, 2009 and December 31, 2008, and the related
statements of operations and comprehensive income, changes in stockholders'
equity and cash flows for the nine months ended September 30, 2009, the period
July 22, 2008 (Inception) to December 31, 2008 and July 22, 2008 (Inception) to
September 30, 2009. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Triangle Casting, Inc. as of
September 30, 2009 and December 31, 2008 and the results of its operations and
its cash flows for the nine months ended September 30, 2009, the period July 22,
2008 (Inception) to December 31, 2008 and July 22, 2008 (Inception) to September
30, 2009 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 5 to the financial
statements, the Company has a net loss from Inception of $17,704 and used cash
in operation from Inception of $7,911.These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 5. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ WEBB
& COMPANY, P.A.
WEBB
& COMPANY, P.A.
Certified
Public Accountants
Boynton
Beach, Florida
November
19, 2009
1501
Corporate Drive, Suite 150 • Boynton Beach, FL 33426
Telephone:
(561) 752-1721 • Fax: (561) 734-8562
www.cpawebb.com
Triangle
Castings, Inc.
|
||||||||
(A
Development Stage Company)
|
||||||||
Balance Sheets
|
||||||||
ASSETS
|
||||||||
September 30,
|
December 31,
|
|||||||
2009
|
2008
|
|||||||
Current
Assets
|
||||||||
Cash
|
$ | 154,939 | $ | 38,528 | ||||
Accounts
receivable
|
2,981 | - | ||||||
Total
Assets
|
$ | 157,920 | $ | 38,528 | ||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable
|
$ | 4,974 | $ | 4,625 | ||||
Total Liabilities
|
4,974 | 4,625 | ||||||
Commitments
and Contingencies
|
||||||||
Stockholders'
Equity
|
||||||||
Preferred
stock, $0.0001 par value; 10,000,000 shares authorized, none
issued and outstanding
|
- | - | ||||||
Common
stock, $0.0001 par value; 100,000,000 shares authorized, 6,627,500 and
5,415,000 issued
and
outstanding, respectively
|
663 | 542 | ||||||
Additional
paid-in capital
|
169,987 | 43,758 | ||||||
Deficit
accumulated during the development stage
|
(17,704 | ) | (7,397 | ) | ||||
Subscription
receivable
|
- | (3,000 | ) | |||||
Total
Stockholders' Equity
|
152,946 | 33,903 | ||||||
Total
Liabilities and Stockholders' Equity
|
$ | 157,920 | $ | 38,528 |
Triangle
Castings, Inc.
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Statements of Operations
|
||||||||||||
For the Nine
|
For the
period from
July 22, 2008
|
For the
period from
July 22, 2008
|
||||||||||
Months Ended
September 30, 2009
|
(inception) to
December 31, 2008
|
(inception) to
September 30, 2009
|
||||||||||
Revenue
|
$ | 2,981 | $ | - | $ | 2,981 | ||||||
Cost
of Sales
|
2,839 | - | 2,839 | |||||||||
Gross
Profit
|
142 | - | 142 | |||||||||
Operating
Expenses
|
||||||||||||
Professional
fees
|
5,349 | 4,625 | 9,974 | |||||||||
General
and administrative
|
5,100 | 2,772 | 7,872 | |||||||||
Total
Operating Expenses
|
10,449 | 7,397 | 17,846 | |||||||||
Loss
from Operations
|
(10,307 | ) | (7,397 | ) | (17,704 | ) | ||||||
LOSS
FROM OPERATIONS BEFORE INCOME TAXES
|
(10,307 | ) | (7,397 | ) | (17,704 | ) | ||||||
Provision
for Income Taxes
|
- | - | - | |||||||||
NET
LOSS
|
$ | (10,307 | ) | $ | (7,397 | ) | $ | (17,704 | ) | |||
Net
Loss Per Share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted
average number of shares outstanding during
the year/period - Basic and Diluted
|
5,844,871 | 5,282,654 | ||||||||||
Triangle
Castings, Inc.
|
||||||||||||||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||||||||||||||
Statement
of Changes in Stockholders' Equity
|
||||||||||||||||||||||||||||||||
For the period from July 22, 2008 (Inception) to
September 30, 2009
|
||||||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||||||
Preferred
Stock
|
Common
stock
|
Additional
|
accumulated
during the
|
Total
|
||||||||||||||||||||||||||||
paid-in
|
development
|
Subscription
|
Stockholder's
|
|||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
stage
|
Receivable
|
Equity
|
|||||||||||||||||||||||||
Balance
July 22, 2008
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||
Common
stock issued for cash and services to founder ($0.0001)
|
- | - | 5,000,000 | 500 | - | - | - | 500 | ||||||||||||||||||||||||
Common
stock issued for cash ($0.10/ per share)
|
- | - | 415,000 | 42 | 41,458 | - | (3,000 | ) | 38,500 | |||||||||||||||||||||||
In
kind contribution of services
|
- | - | - | - | 2,300 | - | - | 2,300 | ||||||||||||||||||||||||
Net
loss for the period July 22, 2008 (inception) to December 31,
2008
|
- | - | - | - | - | (7,397 | ) | - | (7,397 | ) | ||||||||||||||||||||||
Balance,
December 31, 2008
|
- | - | 5,415,000 | 542 | 43,758 | (7,397 | ) | (3,000 | ) | 33,903 | ||||||||||||||||||||||
Receipt
of prior period stock subscription
|
- | - | - | - | - | - | 3,000 | 3,000 | ||||||||||||||||||||||||
Common
stock issued for cash ($0.10/ per share)
|
- | - | 1,212,500 | 121 | 121,129 | - | - | 121,250 | ||||||||||||||||||||||||
In
kind contribution of services
|
- | - | - | - | 3,900 | - | - | 3,900 | ||||||||||||||||||||||||
In
kind contribution of rent
|
- | - | - | - | 1,200 | - | - | 1,200 | ||||||||||||||||||||||||
Net
loss for the period ended September 30, 2009
|
- | - | - | - | - | (10,307 | ) | - | (10,307 | ) | ||||||||||||||||||||||
Balance,
September 30, 2009
|
- | $ | - | 6,627,500 | $ | 663 | $ | 169,987 | $ | (17,704 | ) | $ | - | $ | 152,946 |
Triangle
Castings, Inc.
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Statements of Cash Flows
|
||||||||||||
For the Nine
|
For the
period from
July 22, 2008
|
For the
period from
July 22, 2008
|
||||||||||
Months Ended
September 30, 2009
|
(inception) to December 31,
2008
|
(Inception) to
September 30,
2009
|
||||||||||
Cash
Flows Used in Operating Activities:
|
||||||||||||
Net
Loss
|
$ | (10,307 | ) | $ | (7,397 | ) | $ | (17,704 | ) | |||
Adjustments
to reconcile net loss to net cash used in operations
|
||||||||||||
In-kind
contribution of services
|
3,900 | 2,300 | 6,200 | |||||||||
In-kind
contribution of rent
|
1,200 | - | 1,200 | |||||||||
Shares
issued to founder for services
|
- | 400 | 400 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
(Increase)
Decrease in accounts receivable
|
(2,981 | ) | - | (2,981 | ) | |||||||
(Decrease)
Increase in accounts payable
|
349 | 4,625 | 4,974 | |||||||||
Net
Cash Used In Operating Activities
|
(7,839 | ) | (72 | ) | (7,911 | ) | ||||||
Cash
Flows From Financing Activities:
|
||||||||||||
Proceeds
from issuance of common stock
|
121,250 | 38,600 | 159,850 | |||||||||
Receipt
of prior period stock subscription
|
3,000 | - | 3,000 | |||||||||
Net
Cash Provided by Financing Activities
|
124,250 | 38,600 | 162,850 | |||||||||
Net
Increase/(Decrease) in Cash
|
116,411 | 38,528 | 154,939 | |||||||||
Cash
at Beginning of Year/Period
|
38,528 | - | - | |||||||||
Cash
at End of Year/Period
|
$ | 154,939 | $ | 38,528 | $ | 154,939 | ||||||
Supplemental disclosure of cash flow
information:
|
||||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for taxes
|
$ | - | $ | - | $ | - | ||||||
TRIANGLE
CASTINGS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2009 AND
DECEMBER 31, 2008
NOTE
1
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND
ORGANIZATION
|
(A)
Organization
Triangle Castings, Inc. (a development
stage company) (the "Company") was incorporated under the laws of the State of
Nevada on July 22, 2008. Triangle Castings, Inc. will provide unique,
high-quality and timely home renovation services.
Activities
during the development stage include developing the business plan and raising
capital.
The
Company’s fiscal year end is December 31.
(B) Use of
Estimates
In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from
those estimates.
(C) Cash and Cash
Equivalents
The
Company considers all highly liquid temporary cash investments with an original
maturity of three months or less to be cash equivalents. At September
30, 2009 and December 31, 2008, the Company had no cash
equivalents.
(D) Loss Per
Share
Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards ASC
codification No. 260, “Earnings Per Share.” As of September 30,
2009 and December 31, 2008, there were no common share equivalents
outstanding.
(E) Fair Value of Financial
Instruments
The
carrying amounts reported in the balance sheet for accounts receivable and
accounts payable approximate fair value based on the short-term maturity of
these instruments.
TRIANGLE
CASTINGS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF
SEPTEMBER 30, 2009 AND DECEMBER 31, 2008
(F) Income
Taxes
The
Company accounts for income taxes under the Statement of Financial Accounting
Standards ASC No. 740, “Income
Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under ASC 740, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
As of
September 30, 2009, the Company has a net operating loss carryforward of
approximately $9,904 available to offset future taxable income through
2029. The valuation allowance at September 30, 2009 was
$3,818. The net change in the valuation allowance for the nine months
ended September 30, 2009 was an increase of $2,007 and for the period July 22,
2008 to December 31, 2008 was $1,811.
(G) Business
Segments
The
Company operates in one segment and therefore segment information is not
presented.
(H) Revenue
Recognition
The
Company will recognize revenue on arrangements in accordance with FASB ASC 605,
“Revenue Recognition”. In all cases, revenue is recognized only when
the price is fixed and determinable, persuasive evidence of an arrangement
exists, the service is performed and collectability of the resulting receivable
is reasonably assured.
(I) Recent Accounting
Pronouncements
In
June 2009, the FASB issued ASC 105 Accounting Standards
Codification
TM and the Hierarchy of
Generally Accepted Accounting Principles. The FASB Accounting Standards
Codification TM
(the “Codification”) has become the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in accordance with Generally Accepted
Accounting Principles (“GAAP”). All existing accounting standard documents are
superseded by the Codification and any accounting literature not included in the
Codification will not be authoritative. Rules and interpretive releases of the
SEC issued under the authority of federal securities laws, however, will
continue to be the source of authoritative generally accepted accounting
principles for SEC registrants. Effective September 30, 2009, all
references made to GAAP in our financial statements will include references to
the new Codification. The Codification does not change or alter existing GAAP
and, therefore, will not have an impact on our financial position, results of
operations or cash flows.
TRIANGLE
CASTINGS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2009 AND
DECEMBER 31, 2008
In June
2009, the FASB issued changes to the consolidation guidance applicable to a
variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the
guidance governing the determination of whether an enterprise is the primary
beneficiary of a VIE, and is, therefore, required to consolidate an entity, by
requiring a qualitative analysis rather than a quantitative analysis. The
qualitative analysis will include, among other things, consideration of who has
the power to direct the activities of the entity that most significantly impact
the entity's economic performance and who has the obligation to absorb losses or
the right to receive benefits of the VIE that could potentially be significant
to the VIE. This standard also requires continuous reassessments of whether an
enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires
enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is
effective as of the beginning of interim and annual reporting periods that begin
after November 15, 2009. This will not have an impact on the Company’s financial
position, results of operations or cash flows.
In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 -
Transfers and Servicing. FASB ASC No. 860 improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor's continuing involvement, if any,
in transferred financial assets. FASB ASC No. 860 is effective as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. The Company is
evaluating the impact the adoption of FASB ASC No. 860 will have on its
financial statements.
NOTE
2
|
STOCKHOLDERS’
EQUITY
|
(A) Common Stock Issued for
Cash
During
the nine months ended September 30, 2009, the Company issued 1,212,500 shares of
common stock for $121,250 ($0.10/share).
During
the period from July 22, 2008 (inception) through December 31, 2008, the Company
collected $38,500 ($0.10/share) for the sale of 415,000 shares of common
stock. The remaining $3,000 was reflected as a subscription
receivable at December 31, 2008. The Company collected this
receivable in February 2009.
(B) In-Kind
Contribution
For the
nine months ended September 30, 2009, the president of the Company contributed
office space with a fair value of $1,200 (See Note 4).
For the
nine months ended September 30, 2009, a shareholder of the Company contributed
services having a fair value of $3,900 (See Note 4).
For the
period ended December 31, 2008, a shareholder of the Company contributed
services having a fair value of $2,300 (See Note 4).
TRIANGLE
CASTINGS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2009 AND
DECEMBER 31, 2008
(C) Stock Issued for
Services
On July
22, 2008, the Company issued 5,000,000 shares of common stock having a fair
value of $500 ($0.0001/share) to its founder in exchange for $100 of cash and
$400 of services provided (See Note 4).
NOTE
3 COMMITMENTS
On
September 1, 2009, the Company entered into a consulting agreement to receive
administrative and other miscellaneous services. The Company is
required to pay $5,000 a month. The agreement will remain in effect
unless either party desired to cancel the agreement.
NOTE 4 | RELATED PARTY TRANSACTIONS |
For the
nine months ended September 30, 2009, the president of the Company contributed
office space with a fair value of $1,200 (See Note 2(B)).
For the
nine months ended September 30, 2009, a shareholder of the Company contributed
services having a fair value of $3,900 (See Note 2(B)).
For the
period ended December 31, 2008, a shareholder of the Company contributed
services having a fair value of $2,300 (See Note 2(B)).
On July
22, 2008, the Company issued 5,000,000 shares of common stock having a fair
value of $500 ($0.0001/share) to its founder in exchange for $100 of cash and
$400 of services provided (See Note 2(C)).
NOTE
5 GOING
CONCERN
As
reflected in the accompanying financial statements, the Company is in the
development stage with minimal operations, has net cash used in operations from
inception of $7,911 and has a net loss since inception of
$17,704. This raises substantial doubt about its ability to continue
as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company’s ability to raise additional capital and
implement its business plan. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.
Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
NOTE 6 | SUBSEQUENT EVENT |
In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through
November 19, 2009, the date the financial statements
were issued.
During
October and November 2009, the Company issued 107,500 shares of common stock for
$10,750 ($0.10/share).
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULT OF OPERATIONS
The
following plan of operation provides information which management believes is
relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. This section includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
predictions.
Plan
of Operations
We have
commenced limited operations and we will require outside capital to implement
our business model.
We seek
to become a builder of unique homes, catering to the owner who desires to
renovate or remodel their existing home rather than buying a new
home. We want to create homes that make a statement; while better
suiting the owners lifestyle or makes the home more energy efficient and
environmentally friendly. We will provide a high quality of renovation to create
homes for owners who wish to enhance the functionality of their home or increase
its value for sale later when the market rebounds.
Our
mission is to provide a higher quality home renovation on a timely basis,
utilizing high quality renovation techniques and practices. We believe that is
our first responsibility to our customers. A strong financial position will help
establish an attractive option for renovation services in the geographic market
we serve. In carrying out our day-to-day business we strive
to:
·
|
Follow
the philosophy that our customers are entitled to quality renovations that
are completed in a reasonable amount of
time.
|
·
|
Treat
our partners with fairness and
consideration.
|
·
|
Be
considered an asset in our
community.
|
Through
long-term commitment to this mission statement, we will be recognized as an
organization that is responsive to its customers. We feel that the financial
model for home renovation is stable in the Research Triangle and other large
metro markets in NC. We foresee continued growth in the demand for
home renovation to avoid or delay the need to sell.
12
Month Plan
Over the
coming 12 months we plan to build our network of subcontractors initially in the
Research Triangle region and expand it as the business dictates. Initially we
plan to approach subcontractors we have previously worked with but additionally
to add new ones as needed. We will require that they provide examples of quality
workmanship that we hope to build our company reputation on. We do not
anticipate a lot of incremental cost in building this network. The economy has
created an opportunity to find good subcontractors interested in new approaches
for securing business.
In the
coming year we plan to market our services through a variety of venues including
the homebuilders association, local banks and other professionals that may refer
business as well as through current and previous customers. As it seems
necessary we will engage in some paid media but will limit that as much as
possible to preserve cash. If we can sign 4-8 contracts over the next 12 months
we feel like we will be off to a reasonable start in 2010. If in the fourth
quarter we can get to a critical mass of 3 projects in the queue that will carry
us into the first quarter of 2011 we will look to expand our circle of
subcontractors and try to claim a share of a larger market.
We will
not require additional financing as long as we don’t take on too many customers
too quickly. Our current cash should be sufficient to finance the first 4-8
projects with possibly one additional part time person.
We
continue to think that if we focus exclusively on the renovation and restoration
business we will be a viable long term company. Additionally we feel that by
entering the market charging only a 5% profit margin while delivering a high
quality product that we will attract more customers.
Our major
assumptions for our business in 2010 are as follows:
Revenues
(4-8 projects)
|
$ | 450,000 | ||
Net
Profit (5% profit margin)
|
$ | 27,500 | ||
Potential
additional employees
|
1 | |||
Additional
financing
|
$ | 0.0 |
If we are unable to generate sufficient projects, we may have to reduce, suspend or cease our efforts.
Limited
Operating History
We have
generated no independent financial history and have not previously demonstrated
that we will be able to expand our business. Our business is subject to risks
inherent in growing an enterprise, including limited capital resources and
possible rejection of our business model and/or sales
methods.
Results
of Operations
For the
period from July 22, 2008 (inception), to September 30, 2009, we had $2,981 in
revenue. Expenses for the period totaled $17,846 resulting in a net loss of
$17,704. Expenses for the period consisted of $9,974 in professional
fees and $7,872 for General and administrative expenses.
The
$2,981 in revenue was generated from two small projects completed by the
Company. The projects were completed with a 5%
profit.
Capital
Resources and Liquidity
As of
September 30, 2009 we have $154,939 cash on hand.
Denis
Snyder will be the only employee initially as the company seeks contracts and
the cost to support Denis will be minimal. Additionally there will be little if
any capital expenditures due to the nature of the business and the ability to
bring in subcontractors for the bigger work. Finally it should be noted that
materials will be bought on an as needed basis and will be purchased as a part
of a contract with either cash on hand or a receivable in
place.
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. We also do not expect any
significant additions to the number of employees. 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.
Our
liquidity may be negatively impacted by the significant costs associated with
our public company reporting requirements, costs associated with newly
applicable corporate governance requirements, including requirements under the
Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and
Exchange Commission. We expect all of these applicable rules and regulations to
significantly increase our legal and financial compliance costs and to make some
activities more time consuming and costly.
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 officers and director as of January 11, 2010 . Our Executive officer is elected
annually by our Board of Director. Our executive officers hold their
offices until they resign, are removed by the Board, or his successor is elected
and qualified.
Name
|
Age
|
Position
|
Denis
M. Snyder
|
39
|
President,
Chief Financial Officer, Secretary, Treasurer and
Director
|
Set forth
below is a brief description of the background and business experience of our
executive officer and director for the past five years.
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 December 31, 2008 and September 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
($)
|
|||||||||||||
Denis M. Snyder, President,
Chief Financial Officer,
|
2008
|
$
|
0
|
0
|
400 *
|
0
|
0
|
0
|
$0
|
$
|
400
|
|||||||||||
Treasurer, Secretary |
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
$0
|
$
|
0
|
* These
shares were issued at fair value. The value was based on the value of
services.
On July
22, 2008, the Company issued 5,000,000 shares of common stock having a fair
value of $500 ($0.0001/share) to its founder in exchange for $100 of cash and
$400 of services provided (See Note 2(C)).
Option Grants
Table. There were
no individual grants of stock options to purchase our common stock made to the
executive officers named in the Summary Compensation Table for the period from
inception through December 31, 2008 and the period ended September
30, 2009
Aggregated
Option Exercises and Fiscal Year-End Option Value Table. There were no stock options
exercised during period ending December 31, 2008 and the period ended September
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 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 January 8, 2010 and by the officers and directors,
individually and as a group. Except as otherwise indicated, all shares are owned
directly and the shareholders listed possesses sole voting and investment power
with respect to the shares shown.
Name
|
|
|
Number
of Shares Beneficially Owned
|
|
|
Percent
of Class (1)
|
|
Denis
M. Snyder
103
Larkwood Lane
Cary,
NC 27518
|
5,000,000
|
74.2%
|
|||||
All
Executive Officers and Directors as a group (1 person)
|
|
|
5,000,000
|
|
|
74.2%
|
(1) Based on 6,735,000
shares of common stock outstanding as of January 8,
2010
|
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL
PERSONS
For the
nine months ended September 30, 2009, the president of the Company contributed
office space with a fair value of $1,200 (See Financial Note
2(B)).
For the
nine months ended September 30, 2009, a shareholder of the Company contributed
services having a fair value of $3,900 (See Financial Note
2(B)).
For the
period ended December 31, 2008, a shareholder of the Company contributed
services having a fair value of $2,300 (See Financial Note
2(B)).
On July
22, 2008, the Company issued 5,000,000 shares of common stock having a fair
value of $500 ($0.0001/share) to its founder in exchange for $100 of cash and
$400 of services provided (See Financial Note 2(C)).
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.
TRIANGLE
CASTINGS, INC.
1,735,000
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_____, 2010
PART
II INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
Securities
and Exchange Commission registration fee
|
$
|
9.68
|
||
Federal
Taxes
|
$
|
0
|
||
State
Taxes and Fees
|
$
|
0
|
||
Transfer
Agent Fees
|
$
|
0
|
||
Accounting
fees and expenses
|
$
|
3,500
|
||
Legal
fees and expense
|
$
|
35,000
|
||
Blue
Sky fees and expenses
|
$
|
1,000
|
||
Miscellaneous
|
$
|
0
|
||
Total
|
$
|
39,509.68
|
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 July 2008 and 5,000,000 shares of common
stock were issued to Denis M. Snyder for consideration of $100. 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 Snyder 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.
The
Company sold through a Regulation D Rule 506 offering a total of 1,735,000
shares of common stock to 37 investors, at a price per share of $0.10 for an
aggregate offering price of $173,500. 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:
Ackles,
Steven
|
10,000
|
Blount
III, Marvin K
|
25,000
|
Blount,
Rebecca C
|
25,000
|
Brennan,
Timothy P
|
25,000
|
Clark,
Jimmy D
|
100,000
|
Coker,
James
|
50,000
|
Coker,
Lauren
|
50,000
|
Croslis
Realty, LLC(1)
|
50,000
|
Croslis,
Hope A.
|
50,000
|
Croslis,
Jane
|
5,000
|
Denton,
Patrick I
|
10,000
|
Ferro,
Alma
|
50,000
|
Ferro,
Benedict
|
50,000
|
Ganey,
Connie
|
50,000
|
GSM
& Associates, Inc(2)
|
100,000
|
Haas
Jr, Richard A
|
30,000
|
Hiatt,
Linda
|
50,000
|
Hodqes,
Luther H
|
320,000
|
Koplish,
Daniel E
|
30,000
|
Lopsonzski,
Lynn K
|
50,000
|
Lopsonzski,
Theodore J
|
50,000
|
Mann,
DavidR
|
50,000
|
Mann,
Jennifer L
|
50,000
|
McMillan,
Joseph E
|
2,500
|
Murray,
Lynne H
|
30,000
|
Nammack-Weiss,
Amy
|
2,500
|
Palmieri,
Michael
|
50,000
|
Reichard,
Lawrence James
|
50,000
|
Rocha,
Barabara J
|
30,000
|
Rocha,
Michael R
|
30,000
|
Salamy,
Barbara A
|
40,000
|
Salamy,
Fred A
|
40,000
|
SecuritySettlement
Services(3)
|
50,000
|
Shollenberger,
Lori A
|
25,000
|
Taft
Sr., Thomas F
|
100,000
|
Tejada,
Ramon
|
2,500
|
Williard,
Gary
|
2,500
|
(1)
Matthew Croslis is the principal of Croslis Realty, LLC, Matthew Croslis acting
alone has voting and dispositive power over the owned by Croslis Realty,
LLC.
(2)
Gordon Myers is the principal of GSM & Associates, Inc., Gordon Myers acting
alone has voting and dispositive power over the shares owned by GSM &
Associates, Inc.
(3) Louis
Belletieri is the principal of Security Settlement Services, Louis Belletieri
acting alone has voting and dispositive power over the shares owned by Security
Settlement Services.
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.
|
Please
note that pursuant to Rule 506, all shares purchased in the Regulation D Rule
506 offering 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)
|
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 Webb & Company, P.A.
|
23.2
|
Consent
of Counsel
|
* Incorporated by reference to Form S-1
filed on December 4, 2009
Item
17. Undertakings.
(A) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To
include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
ii. To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
iii. To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(5) Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(6) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities: The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
i. Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
ii. Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
iii. The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
iv. Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized , in the
City of Cary, State of North Carolina on
January 11, 2010 .
TRIANGLE CASTINGS,
INC.
/s/
Denis M. Snyder
|
Name:
Denis M. Snyder
Position:
President,
Principal
Executive Officer,
Principal
Financial Officer
Principal
Accounting Officer, Director
|
II-5