Attached files
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EX-5 - MANTHEY REDMOND Corp | v196011_ex5.htm |
As filed with the
Securities and Exchange Commission on September 3,
2010.
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Registration No.
333-161600
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 5 to
FORM
S-1
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
MANTHEY
REDMOND CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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3510
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26-4722406
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State
or other jurisdiction of
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Primary
Standard Industrial
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(I.R.S.
Employer
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incorporation
or organization
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Classification
Code Number)
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Identification
Number)
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10940
Wilshire Boulevard, Suite 1600
Los
Angeles, California 90024
(310)
443-4116
(Address,
including zip code, and telephone number, including area code
of
registrant’s principal executive offices)
Steven
Charles Manthey
10940
Wilshire Boulevard, Suite 1600
Los
Angeles, California 90024
(310)
443-4116
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
with copy
to
Lee W.
Cassidy, Esq.
Cassidy
& Associates
215
Apolena Avenue
Newport
Beach, California
202/387-5400 949/673-4525
(fax)
Approximate Date of Commencement
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of
proposed sale to the public:
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As
soon as practicable after the effective date of this Registration
Statement.
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If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions “large accelerated filer,”“accelerated
file,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large
accelerated filer
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¨
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Accelerated
filed
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¨
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Non-accelerated
filed
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¨
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Smaller
reporting company
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x
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This
filing includes only Part II of the registration statmenet and is made solely to
file an exhibit to the registration statement.
PART
II
Item
13. Other expenses of Issuance and Distribution
The
following table sets forth the Company’s expenses in connection with this
registration statement. All of the listed expenses are estimates, other than the
filing fees payable to the Securities and Exchange Commission.
Registration
Fees
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$ | |||
State
filing fees
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$ | |||
Edgarizing
fees
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$ | |||
Transfer
agent fees
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$ | |||
Accounting
fee
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$ | |||
Legal
fees
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$ | |||
Printing
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$ |
Item
14. Indemnification of Directors and
Officers
The
Company’s articles of incorporation includes an indemnification provision that
provides that a director shall not be liable to the Company or any shareholder
for monetary damages for breach of fiduciary duty as a director except (i) for
any breach of the director’s duty of loyalty to the Company or its shareholders
or (ii) for acts or omissions not in good faith or which involve intentional
misconduct of (iii) for unlawful payment of dividend or unlawful stock purchase
or redemption or (iv) for any transaction from which the director derived an
improper personal benefit.
The
Company does not believe that such indemnification affects the capacity of such
person acting as officer, director or control person of the
Company.
Item
15. Recent Sales of Unregistered Securities
The
Company has sold the following securities within the past three years which were
not registered under the Securities Act of 1933:
Since
inception in April, 2009, the Company issued 10,250,000 shares of its common
stock at par ($.0001) for an aggregate of $1,025 pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended, as a
transaction by an issuer not involving any public offering. Each of
the transactions listed below was a private transaction with a person or entity
related to or personally known to the founder of the Company or one of its
officers or shareholders. With the exception of Tiber Creek
Corporation all of the issuances were to entities neither citizens nor residents
of the United States. There was no public solicitation or
advertisement.
Names
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Number of Shares
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|||
Ruza
Studenovich
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290,000 | |||
A
& J Stone Trust
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290,000 | |||
Con
and Vick Elfes
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40,000 | |||
The
Byron Real Estate Consulting Group Pty
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290,000 | |||
Sharyn
Alayne Johnston
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84,000 | |||
Peter
Geoffrey Craig
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100,000 | |||
Peter
McDonald
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100,000 | |||
Peter
Darcy
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10,000 | |||
Sally
Manthey
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1,500 | |||
Jodie
Manthey
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1,500 | |||
John
Daniels
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160,000 | |||
Ferriter
Super Fund
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133,000 | |||
Allied
Securities Inc
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200,000 | |||
Branko
Jose Pavnovic
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362,500 | |||
Elly
Marie Hohai
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100,000 | |||
Donald
Jessup
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1,500 | |||
Tiber
Creek Corporation
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250,000 | |||
Anthony
Stefanac
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400,000 | |||
Vicky
Narelle Baker and Stephen James Baker
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10,000 | |||
Geoffrey
Alan and Ada Ida Stella Johnston
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10,000 | |||
Arthur
and Con Nicolis
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39,000 | |||
Kim
Redmond-Fewtrell
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71,500 | |||
Brendan
Tresoglavic
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3,250 | |||
Simon
Tresoglavic and Anna Tresoglavic
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9,750 | |||
Julian
Walters
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6,500 | |||
Alexsandar
Citroski
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26,000 | |||
Elizabeth
Paskoski
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6,500 | |||
Anne
Rice
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3,250 | |||
Julieanne
Stone
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5,200 | |||
Marsha
Roberts
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1,950 | |||
Maureen
Egan
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4,550 | |||
Amanda
Scuglia
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650 | |||
Telesia
Veamatahau and Sione Ahovelo
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6,500 | |||
Tevita
Veamatahau
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1,300 | |||
Sili
Venusi Veamatahau
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6,500 | |||
Brandon
Howard
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650 | |||
Nau
Toutai Ahovelo
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650 | |||
Gaiu
Dinu
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650 | |||
Losh
Hazen Matthews
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6,500 | |||
Kevin
Ellem and Beryl Ellem
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6,500 | |||
Tobias
Essington Breen
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100,000 | |||
Vasil
Perovski
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3,600 | |||
Paul
Battisti and Samantha Battisti
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13,000 | |||
Nathan
Ghosn
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6,500 | |||
Sylvania
Marina
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6,500 | |||
Chad
Parrish
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6,500 | |||
GJA
Developments Pty Ltd
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6,500 | |||
Joshua
Redmond
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9,500 | |||
Jack
Warfield
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6,500 | |||
Marko
Matach
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3,250 | |||
Anna
Gamulin
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3,250 | |||
Nada
Studenovic
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3,250 | |||
Janja
Studenovic
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6,500 | |||
Martin
Dunning
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6,500 | |||
Newstew
Family Trust
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32,500 | |||
Drago
Bozic
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6,500 | |||
Mladenko
Radas
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6,500 | |||
Peter
Bottele Superannuation Fund
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16,250 | |||
Fock
Family Superannuation Fund
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16,250 | |||
Neilson
Family Trust
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32,500 | |||
Global
IP Traders Corporation
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380,000 | |||
Darryl
Andrew Wandrey
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16,000 | |||
Manthey
Holdings Pty Ltd
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3,040,000 | |||
Redmond
Family Holdings Pty Ltd
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2,590,800 | |||
Alison
Redmond
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290,000 | |||
North
American Motors Pty Ltd
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600,000 |
Item
16. Exhibits and Financial Statement Schedules.
EXHIBITS
3.1*
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Certificate
of Incorporation
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3.2*
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By-laws
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5.0
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Opinion
of Counsel on legality of securities being
registered
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10.1*
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Patent
Licensing Agreement between Manthey Redmond Corporation and Manthey
Redmond
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(Aust)
Pty Limited
10.2*
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Investment
Agreement between Manthey Redmond Corporation and Manthey
Redmond
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(Aust)
Pty Limited
10.3*
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Development
Agreement between Manthey Redmond Corporation and Manthey
Holdings
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Pty
Limited
23.1
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Consent
of Accountants
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23.2
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Consent
of Attorney (as part of Exhibit
5.0)
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*
Previously filed
Item
17. Undertakings
Undertaking Pursuant to Rule
415 Under the Securities Act of 1933
The
undersigned registrant hereby undertakes:
(1).
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To
file, during any period in which it offers or sales securities, a
post-effective amendment to this registration
statement:
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(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 which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
(iii) To
include any additional 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).
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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 the securities at that time to be the initial bona fide
offering thereof.
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(3).
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To
remove from registration by means of a post-effective amendment any of the
securities that remain unsold at the termination of the
offering.
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(4).
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That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser in the initial distribution of
securities:
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Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to this offering, other than registration statements relying on Rule
403B 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.
(5).
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That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser in the initial distribution of
securities:
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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.:
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i
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to this offering required to be filed pursuant to Rule
424;
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ii.
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Any
free writing prospectus relating to this offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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iii.
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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
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iv.
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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Undertaking Request for
acceleration of effective date or filing of registration statement becoming
effective upon filing.
The
undersigned registrant hereby undertakes:
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.
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 Los Angeles, State of
California, on August 31, 2010.
MANTHEY
REDMOND CORPORATION
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Date:
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8/31/2010
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/s/
Steven Charles Manthey
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President,
principal executive officer
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Date:
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8/31/2010
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/s/ Steven
Charles Manthey
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Treasurer,
controller, principal financial officer,
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Principal
accounting officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature
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Capacity
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Date
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/s/ Steven
Charles Manthey
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Director
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8/31/2010
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/s/s Timothy
John Eric Redmond
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Director
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8/31/2010
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/s/ Geoffrey
Redmond
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Director
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8/31/2010
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