Attached files
file | filename |
---|---|
EX-5.2 - HARRISON VICKERS & WATERMAN INC | v198264_ex5-2.htm |
EX-23.1 - HARRISON VICKERS & WATERMAN INC | v198264_ex23-1.htm |
As
filed with the U.S. Securities and Exchange Commission on October 13,
2010
Registration
No. 333-162072.
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 2 TO
FORM
S-1/A
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SHARP
PERFORMANCE, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
7389
|
26-2883037
|
||
(State
or jurisdiction of
incorporation or organization) |
(Primary
Standard Industrial
Classification Code Number) |
(I.R.S.
Employer
Identification No.) |
12 Fox
Run
Sherman,
CT 06784-1741
(203)
746-8478
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Business
Filings Incorporated
6100
Neil Rd., Suite 500
Reno,
Nevada 89511
(608)
827-5300
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copies
to:
Anslow
and Jaclin LLP
195
Route 9 South, Suite 204
Manalapan,
NJ 07726
Tel:
(732) 409-1212
As
soon as practicable after the effective date of this Registration
Statement
(Approximate
date of commencement of proposed sale to the public)
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 effective registration statement for the same
offering.
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
(Do not check if a
smaller reporting company)
|
Smaller
reporting company
|
x
|
CALCULATION
OF REGISTRATION FEE
Title of each class of securities to
be registered
|
Amount Being
Registered (1)
|
Offering Price
per Share (2)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
(2)
|
||||||||||||
Common
stock, par value $0.0001 per share
|
38,500 | $ | 0.20 | $ | 7,700 | $ | $0.43 |
(1) Represents
shares of our common stock being registered for the benefit of the security
holders. There are also being registered such indeterminable additional
securities as may be issued by reason of stock splits, stock dividends and
similar transactions.
(2) Previously
Paid. Estimated solely for the purpose of calculating the registration fee under
Rule 457(c) of the Securities Act of 1933, as amended. The price per share is
based upon the last sale price of our common stock to our security
holders.
THE
REGISTRANT AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
The
information in this Prospectus is not complete and may be changed. The selling
security holders may not distribute or otherwise sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This Prospectus is not an offer to sell these securities and it is
not soliciting offers to buy these securities in any state where the offer or
sale is not permitted.
Subject to Completion, Dated
_________ ___,
2010
PRELIMINARY
PROSPECTUS
38,500
Shares
of Common Stock of
SHARP
PERFORMANCE, INC.
This
Prospectus relates to the resale by certain selling security holders of up to
38,500 shares of our common stock, $.0001 par value. The selling security
holders may offer and sell their shares at $.20 per share until our shares are
quoted on the Over-the-Counter Bulletin Board, and, assuming we secure this
qualification for quotation, thereafter at prevailing market prices or at
privately negotiated prices.
The
selling security holders will receive all proceeds from the sale of the shares
of our common stock in this offering. We will not receive any proceeds from the
sale of the common stock offered through this Prospectus by the selling security
holders. We have agreed to bear all expenses, other than transfer taxes of
registration, incurred in connection with this offering, but all commissions,
selling and other expenses incurred by the selling security holders to
underwriters, agents, brokers and dealers will be borne by them. There is no
minimum amount of securities that may be sold. There are no underwriting
commissions involved in this offering. Selling security holders will pay no
offering expenses.
Our
common stock is not traded on any public market and, although we intend to apply
to have our common stock quoted on the Over-the-Counter Bulletin Board (through
a broker/dealer), we may not be successful in such efforts, and our common stock
may never trade in any public market.
An
investment in these securities involves a high degree of risk. Please carefully
review the section titled “Risk Factors” beginning at page 3.
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
TABLE
OF CONTENTS
GENERAL
|
1
|
SUMMARY
INFORMATION
|
1
|
RISK
FACTORS
|
3
|
USE
OF PROCEEDS
|
10
|
DETERMINATION
OF OFFERING PRICE
|
10
|
DILUTION
|
10
|
SELLING
SECURITY HOLDERS
|
10
|
PLAN
OF DISTRIBUTION
|
12
|
DESCRIPTION
OF SECURITIES TO BE REGISTERED
|
15
|
INTEREST
OF NAMED EXPERTS AND COUNSEL
|
19
|
BUSINESS
|
20
|
DESCRIPTION
OF PROPERTY
|
23
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
23
|
LEGAL
PROCEEDINGS
|
23
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
23
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
25
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
25
|
DIRECTORS,
EXECUTIVE OFFICERS AND CONTROL PERSONS
|
25
|
EXECUTIVE
COMPENSATION
|
27
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
27
|
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL
PERSONS
|
28
|
FINANCIAL
STATEMENTS
|
F-1
|
GENERAL
As used
in this Prospectus, references to “the Company,” “we,” “our,” “ours” and “us”
refers to Sharp Performance, Inc., unless otherwise indicated. In addition,
references to “financial statements” are to our financial statements except as
the context otherwise requires.
SUMMARY
INFORMATION
The
following summary highlights some of the information in this Prospectus. It may
not contain all of the information that is important to you. To understand this
offering fully, you should read the entire Prospectus carefully, including the
risk factors, the financial statements and the notes accompanying the financial
statements appearing elsewhere in this Prospectus.
Summary
of Corporate Background
We
were incorporated on June 5, 2008, under the laws of the State of Nevada. Our
principal executive office is located at 12 Fox Run, Sherman, CT
06784-1741; our telephone number is (203) 746-8478. We acquired on June 5, 2008
our operating business in a transaction in which we exchanged 5,000,000 shares
of common stock for an assignment of 100% of the ownership interest in Sharp
Performance Associates, LLC (“SPA”) and the rights to the GT-33 customization
package. The sole owner of SPA was its founder, Robert J. Sharp, the previous
member of Sharp Performance Associates, LLC, who is our controlling stockholder,
sole officer and sole director. Sharp Performance Associates, LLC, now a wholly
owned subsidiary of the Company, was formed in the State of Connecticut on June 5, 2008 to
provide consulting services to automotive businesses. Our fiscal year end is
June 30.
We are
a development stage company and have no significant revenues to date. We do not
meet the test of “going concern” and our independent auditor has expressed
substantial doubt about our ability to continue as a going concern. This
substantial doubt is due to our lack of committed funding and lack of
revenue.
Our
Business
Sharp
Performance, Inc. provides consulting services to the sales and marketing
sectors of the automotive industry. These services include, but are not limited
to, the training of staff, development and implementation of general and
specialty marketing strategies, dealership presentation as well as customer
satisfaction improvement.
This
Offering
Shares
of Common Stock, $0.0001 Par Value per Share, Offered by the Selling
Security Holders:
|
38,500
shares
|
|
Shares
of Common Stock, $0.0001 Par Value per Share, Outstanding Prior to this
Offering:
|
5,038,500
shares
|
|
Shares
of Common Stock, $0.0001 Par Value per Share, Outstanding after this
Offering:
|
5,038,500
shares
|
|
Terms
of the Offering:
|
The
selling security holders will determine when and how they will sell the
common stock offered pursuant to this
Prospectus.
|
1
Termination
of the Offering:
|
This
offering will conclude when all of the 38,500 shares of common stock have
been sold, or when we decide to terminate the registration of those
shares.
|
|
Use
of Proceeds:
|
We
will not receive any of the proceeds from the sale of shares of common
stock by the selling security holders identified in this Prospectus. The
selling security holders will receive all net proceeds from the sale of
the shares of our common stock offered by this
Prospectus.
|
|
Risk
Factors:
|
An
investment in our common stock is subject to significant risks. You should
carefully consider the information set forth in the section titled “Risk
Factors” beginning on page 3 as well as other information set forth in
this Prospectus, including our financial statements and related
notes.
|
|
Dividend
policy:
|
|
We
have not paid any dividends on our common stock since our inception, and
we do not anticipate the declaration or payment of any dividends at any
time in the foreseeable
future.
|
Summary
Financial Data
The
following financial data should be read in conjunction with the financial
statements and the notes thereto included elsewhere in this Prospectus and in
the information set forth in the section titled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations.”
Year
ended
June
30,
2010
|
Year
ended
June
30,
2009
|
|||||||
Income
|
$ | 300 | $ | 4,000 | ||||
Total
General and Administrative Expense
|
$ | 10,317 | $ | 13,545 | ||||
Net
Loss
|
$ | (10,017 | ) | $ | (9,545 | ) |
Year
ended
June
30,
2010
|
June
30,
2009
|
|||||||
Total
Assets
|
$ | 1,788 | $ | 4,305 | ||||
Total
Liabilities
|
18,170 | 10,670 | ||||||
Working
Capital Deficiency
|
(16,382 | ) | (6,365 | ) | ||||
Stockholder’s
Deficiency
|
$ | (16,382 | ) | $ | (6,365 | ) |
2
RISK
FACTORS
You
should carefully consider the risks described below before investing in our
common stock.
Risks
Related to Our Business
We
are a development stage company with limited operating history on which you can
base your decision to invest in our Company.
Our
Company was incorporated on June 5, 2008, which makes an evaluation of us
extremely difficult. Although we have commenced our operations, at this stage of
our business operations, we may never become profitable or generate any
significant amount of revenues so potential investors have a high probability of
losing their investment. There is nothing at this time on which to base an
assumption that our business operations will prove to be successful or that we
will ever be able to operate profitably. Our future operating results will
depend on many factors, including our ability to raise adequate working capital,
demand for our service and products, the level of our competition and our
ability to attract and maintain key management and employees.
Our
auditors have substantial doubt about our ability to continue as a going
concern.
Our
auditor’s report reflects the fact that the ability of our Company to continue
as a going concern and expresses substantial doubt about our ability to continue
as a going concern. This substantial doubt is due to our lack of committed
funding and lack of revenue. If we are unable to continue as a going
concern, you will lose your investment. You should not invest in us unless you
can afford to lose your entire investment.
Because
consulting services are typically discretionary, we may be particularly affected
by general economic conditions.
Consulting
services are typically discretionary for automotive businesses and may be
particularly affected by negative trends in the general U.S. economy and the
automobile industry. The success of our operations depends to a significant
extent upon a number of factors relating to business spending, including
economic conditions affecting discretionary spending (such as earnings outlook,
business conditions, interest rates and the availability of credit and taxation)
for the economy as a whole and in regional and local markets. Any further
deterioration in general economic conditions could have a material adverse
effect on our business, financial condition and results of
operations.
We
are in an intensely competitive market, which could impact our ability to gain
market share and harm our financial performance.
We are a
small consulting business with limited revenues and access to capital markets
trying to compete in a niche market with a limited number of services. We will
face intense competition from consulting firms and from independent consultants
who provide services similar to ours. Services provided by our existing and
potential competitors may be perceived by current or potential clients as being
superior to ours.
If
we are unable to obtain additional funding, our business operations will be
harmed. Even if we do obtain additional financing, our then existing
shareholders may suffer substantial dilution.
It is
possible that additional capital will be required to effectively support the
operations and to otherwise implement our overall business strategy. The
inability to raise the required capital will restrict our ability to grow and
may reduce our ability to continue to conduct business operations. Our ability
to obtain capital will also depend on market conditions, the national economy
and other factors beyond our control. If we are unable to obtain necessary
financing, we will likely be required to curtail our business plans, which could
cause the company to become dormant. We currently do not have any arrangements
or agreements to raise additional capital. Any additional equity financing may
involve substantial dilution to our then existing
shareholders.
3
Many
of our clients are price sensitive, and if the prices we charge for our services
are unacceptable to them, our operating results will be harmed.
Many of
our clients are price sensitive. As the market for our services matures, or as
new competitors introduce new services that compete with ours, we may be unable
to renew our agreements with existing clients or attract new clients at the same
price or based on the same pricing model as previously used. As a result, it is
possible that competitive dynamics in our market may require us to change our
pricing model or reduce our prices, which could harm our revenue, gross margin,
and operating results.
Major
recent structural changes in the automotive industry will affect our operational
results.
In
recent years, there have been major structural changes in the automotive
industry, culminating in the recent bankruptcy filings of General Motors Corp.
and Chrysler, LLC. As of result of these bankruptcies, approximately 1,600
dealers have ceased operations in 2009 in the United States. This is in addition
to the 881 auto dealers which ceased operations in 2008. Since our primary
customer base for our services consists of automobile dealers, it is possible
that there will not be a sufficient client base for our services. Accordingly,
given the economic environment, we have curtailed its services until such time
that the automotive retail situation improves.
General
economic conditions, especially in the auto industry, will affect our
performance.
In
2009, U.S. automobile sales continued their precipitous decline to the lowest
level in 27 years The total industry sold 10.4 million vehicles for a 21% drop
from the 13.1 million vehicles sold in 2008. General Motors and Chrysler LLC
filed for Chapter XI reorganization. Automobile sales decreased by 18% during
the 2008 compared to 2007.
Our
sole officer and sole director is not required to devote his full time to our
business.
Our sole
officer, Robert J. Sharp, is involved in other business ventures separate and
apart from his activities on our behalf. Mr. Sharp currently devotes
approximately fifteen (15) hours per week to our business. As a result of Mr.
Sharp’s other obligations, there is a substantial risk that he will not devote
as much time as is necessary to our operations, which may harm our business and
operating results.
Shareholders
may be diluted significantly through our efforts to obtain financing and satisfy
obligations through issuance of additional shares of our common
stock.
We have
no committed source of financing. Wherever possible, our board of directors will
attempt to use non-cash consideration to satisfy obligations. In many instances,
we believe that the non-cash consideration will consist of shares of our stock.
We have 74,000,000 authorized shares of common stock of which 5,038,500 are
currently outstanding. Our board of directors has authority, without action or
vote of the shareholders, to issue all or part of the remaining 68,961,500
authorized but unissued common shares. In addition, if a trading market develops
for our common stock, we may attempt to raise capital by selling shares of our
common stock, possibly at a discount to market. These actions will result in
dilution of the ownership interests of existing shareholders, may further dilute
common stock book value, and that dilution may be material. Such issuances may
also serve to enhance existing management’s ability to maintain control of the
Company, because the shares may be issued to parties or entities committed to
supporting existing management.
4
We
are and will continue to be completely dependent on the services of our
president Robert J. Sharp, the loss of whose services may cause our business
operations to cease, and we will need to engage and retain qualified employees
and consultants to further implement our strategy.
Our
operations and business strategy are completely dependent upon the knowledge and
business contacts of Robert J. Sharp, our president, who is 71 years old. He is
under no contractual obligation to remain employed by us. If he should choose to
leave us for any reason before we have hired additional personnel, our
operations may fail. Even if we are able to find additional personnel, it is
uncertain whether we could find someone who could develop our business along the
lines described herein. We will fail without Mr. Sharp or an appropriate
replacement(s). We may, in the future, acquire key-man life insurance on the
life of Mr. Sharp naming us as the beneficiary when and if we obtain the
resources to do so, but Mr. Sharp remains insurable. We have not yet procured
such insurance, and there is no guarantee that we will be able to obtain such
insurance in the future. Accordingly, it is important that we are able to
attract, motivate and retain highly qualified and talented personnel and
independent contractors. Furthermore, much of our marking efforts rely
principally on the personality and achievements of our founder, Robert J. Sharp.
If he were to incur any negative publicity, our operating results may be
harmed.
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
promise to repay us if it is ultimately determined that any such person shall
not have been entitled to indemnification. There is no assurance that we would
be able to collect on such promises. Therefore, 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.
The
ability of our principal officer to control our business may limit or eliminate
minority shareholders’ ability to influence corporate affairs.
Robert J.
Sharp, our principal officer and sole director owns approximately 99.2% of our
outstanding common stock. Because of this beneficial stock ownership, he will be
in a position to continue to elect our board of directors, decide all matters
requiring stockholder approval and determine our policies. His interests may
differ from the interests of other shareholders with respect to the issuance of
shares, business transactions with or sales to other companies, selection of
officers and directors and other business decisions. The minority shareholders
would have no way of overriding his decisions. This level of control may also
have an adverse impact on the market value of our shares because he may
institute or undertake transactions, policies or programs that result in losses,
may not take any steps to increase our visibility in the financial community
and / or may sell
sufficient numbers of shares to significantly decrease our price per
share.
The
costs to meet our reporting and other requirements as a public company subject
to the Securities Exchange Act of 1934, as amended, will be substantial and may
result in us having insufficient funds to expand our business or even to meet
routine business obligations.
If we
become a public entity subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, we will incur ongoing expenses associated with
professional fees for accounting, legal and a host of other expenses for annual
reports and proxy statements. We estimate that these costs will range up to
$50,000 per year for the next few years and will be higher if our business
volume and activity increases, but lower during the first year of being public
because our overall business volume will be lower. Until we become profitable,
we will be required to sell additional equity or seek loans to pay such
expenses.
5
Economic
uncertainty regarding the automotive industry.
The
precipitous decline in the United States automobile industry will affect our
ability to recruit and retain clients. The automobile industry in the United
States, particularly the domestic manufacturing industry, is suffering from the
serious effects of the economic downturn and credit contraction. Car sales in
the United States were down 21% for 2009 as compared to 2008. Automobile sales
decreased by 18% during 2008 compared to 2007. It is estimated that
approximately 1,600 of the nation’s more than 20,000 new car dealerships closed
in 2009. This compares to an estimate of approximately 880 new car dealerships
which shutdown in 2008.
Since
we market primarily to automobile dealers, this will impact upon our potential
client base and revenue growth. Given the economic environment, we have
curtailed our activities until such time that the automotive retail situation
improves.
Economic
uncertainty and increased bankruptcy filings could severely impact our business
plan.
The
United States economy is facing a period of increasing economic uncertainty
characterized by rising foreclosure rates, instability in the securities
markets, and limited access to credit. As a result, the number of bankruptcy
filings has increased. For the twelve months ended December 31, 2008, the United
States courts received approximately 1,117,000 bankruptcy petitions, an increase
of 31.4% over the similar period ended December 31, 2007. The rise in
foreclosures, limited access to credit and increased consumer bankruptcy could
severely impact our business plan.
Risks
Related to Our Common Stock
Any
additional funding we arrange through the sale of our common stock will result
in dilution to existing security holders.
Our most
likely source of working capital and additional funds for the foreseeable future
will be the sale of additional shares of our common stock. Such issuances will
cause security holders’ interests in our common stock to be diluted, which will
negatively affect the value of your shares.
Because
our sole officer and director owns 99.2% of our common stock, he controls
corporate decisions that may be disadvantageous to minority security
holders.
Our sole
officer and director owns approximately 99.2% of the outstanding shares of our
common stock. Accordingly, he will have significant influence if not complete
discretion in determining the outcome of all corporate transactions or other
matters, including the election of directors, mergers, consolidations or the
sale of all or substantially all of our assets, change of control and other
corporate transactions, designation of rights and preferences of our preferred
stock, amendments to our articles of incorporation and/or bylaws, and as to the
outcome of any other matters submitted to our security holders for a vote. The
interests of our sole officer and director may differ from the interests of our
other security holders and thus result in corporate decisions that are
disadvantageous to other security holders.
Any trading market that may develop
may be restricted by virtue of state securities “Blue Sky” laws, which prohibit
trading absent compliance with individual state laws. These restrictions may
make it difficult or impossible for our security holders to sell shares of our
common stock in those states.
There is
no public market for our common stock, and there can be no assurance that any
public market will develop in the foreseeable future. Transfer of our common
stock may also be restricted under the securities regulations and laws
promulgated by various states and foreign jurisdictions, commonly referred to as
“Blue Sky” laws. Absent compliance with such individual state laws, our common
stock may not be traded in such jurisdictions. Because the securities registered
hereunder have not been registered for resale under the Blue Sky laws of any
state, the holders of such shares and persons who desire to purchase them in any
trading market that might develop in the future should be aware that there may
be significant state Blue Sky law restrictions upon the ability of investors to
sell the securities and of purchasers to purchase the securities. These
restrictions prohibit or limit the secondary trading of our common
stock.
6
We
currently do not intend to, and may not be able to, qualify our securities for
resale by our selling security holders in approximately 17 states that do not
offer manual exemptions and require shares to be qualified before they can be
resold by our security holders. Accordingly, investors should consider the
secondary market for our securities to be a limited one. See also “Plan of
Distribution- Blue Sky Restrictions on Resale ”
We
may, in the future, issue additional common shares, which would reduce
investors' percent of ownership and may dilute our share value.
Our
Articles of Incorporation authorizes the issuance of 74,000,000 shares of common
stock, of which 5,038,500 shares are issued and outstanding, and 1,000,000
shares of preferred stock, of which no shares are issued and outstanding. The
future issuance of common stock may result in substantial dilution in the
percentage of our common stock held by our then existing shareholders. We may
value any common stock issued in the future on an arbitrary basis. The issuance
of common stock for future services or acquisitions or other corporate actions
may have the effect of diluting the value of the shares held by our investors,
and might have an adverse effect on any trading market for our common
stock.
Because
we do not have an audit or compensation committee, shareholders will have to
rely on our president, who is not independent, to perform these
functions.
We do not
have an audit or compensation committee comprised of independent directors.
Indeed, we do not have any audit or compensation committee. These functions are
performed by our president. Thus, there is a potential conflict of interest in
that our president has the authority to determine issues concerning management
compensation and audit issues that may affect management decisions.
Our
common shares are subject to the "Penny Stock" Rules of the SEC and the trading
market in our securities is limited, which makes transactions in our stock
cumbersome and may reduce the value of an investment in our stock.
The
Securities and Exchange Commission has adopted Rule 15g-9, which establishes the
definition of a “penny stock,” for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:
·
|
that
a broker or dealer approve a person's account for transactions in penny
stocks; and
|
|
·
|
the
broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to
be purchased.
|
In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:
|
·
|
obtain
financial information and investment experience objectives of the person;
and
|
|
·
|
make
a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
|
The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:
|
·
|
sets
forth the basis on which the broker or dealer made the suitability
determination; and
|
7
|
·
|
that
the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
|
Generally,
brokers may be less willing to execute transactions in securities subject to the
“penny stock” rules. This may make it more difficult for investors to dispose of
our shares of common stock and cause a decline in the market value of our
stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
Currently,
there is no public market for our securities, and there can be no assurances
that any public market will ever develop or that our common stock will be quoted
for trading and, even if quoted, it is likely to be subject to significant price
fluctuations.
There has
not been any established trading market for our common stock, and there is
currently no public market whatsoever for our securities. There can be no
assurances as to whether, subsequent to registration with the SEC:
|
·
|
any
market for our shares will
develop;
|
|
·
|
the
prices at which our common stock will trade;
or
|
|
·
|
the
extent to which investor interest in us will lead to the development of an
active, liquid trading market. Active trading markets generally result in
lower price volatility and more efficient execution of buy and sell orders
for investors.
|
In
addition, our common stock is unlikely to be followed by any market analysts,
and there may be few institutions acting as market makers for our common stock.
Either of these factors could adversely affect the liquidity and trading price
of our common stock. It may also be difficult for holders to dispose of their
stock or receive accurate price quotations. Until our common stock is fully
distributed and an orderly market develops in our common stock, if ever, the
price at which it trades is likely to fluctuate significantly. Prices for our
common stock will be determined in the marketplace and may be influenced by many
factors, including the depth and liquidity of the market for shares of our
common stock, developments affecting our business, including the impact of the
factors referred to elsewhere in these Risk Factors, investor perception of the
Company and general economic and market conditions. No assurances can be given
that an orderly or liquid market will ever develop for the shares of our common
stock.
If
a market develops for our shares, sales of our shares relying upon Rule 144 may
depress prices in that market by a material amount.
The
majority of the outstanding shares of our common stock held by present
stockholders are ”restricted securities” within the meaning of Rule 144 under
the Securities Act of 1933, as amended. The SEC has recently adopted
amendments to Rule 144, which became effective on February 15, 2008 and apply to
securities acquired both before and after that date. Under these amendments, a
person who has beneficially owned restricted shares of our common stock or
warrants for at least six months would be entitled to sell their securities
provided that (i ) such person is not deemed to have been one of our affiliates
at the time of, or at any time during the three months preceding, a sale and (ii
) we have been current with the Exchange Act periodic reporting requirements for
at least twelve months before the sale.
8
Persons
who have beneficially owned restricted shares of our common stock or warrants
for at least six months but who are our affiliates at the time of, or at any
time during the three months preceding, a sale, would be subject to additional
restrictions, by which such person would be entitled to sell within any
three-month period only a number of securities that does not
exceed 1% of the total number of shares of our common stock
then outstanding, which would equal 50,385 shares of our common stock
immediately after this offering, for a company trading on the pink sheets or
Over-the-Counter Bulletin Board such as us.
The
market for penny stocks has experienced numerous frauds and abuses, which could
adversely impact investors in our stock.
We
believe that the market for penny stocks has suffered from patterns of fraud and
abuse. Such patterns include:
|
·
|
Control
of the market for the security by one or a few broker-dealers that are
often related to the promoter or
issuer;
|
|
·
|
Manipulation
of prices through prearranged matching of purchases and sales and false
and misleading press releases;
|
|
·
|
”Boiler
room” practices involving high pressure sales tactics and unrealistic
price projections by inexperienced sales
persons;
|
|
·
|
Excessive
and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
|
|
·
|
The
wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the
inevitable collapse of those prices with consequent investor
losses.
|
We
do not expect to pay dividends to holders of our common stock in the foreseeable
future. As a result, holders of our common stock must rely on stock appreciation
for any return on their investment.
There are
no restrictions in our Articles of Incorporation or Bylaws that prevent us from
declaring dividends. The Nevada General Corporation Law, however, does prohibit
us from declaring dividends where, after giving effect to the distribution of
the dividend, we would not be able to pay our debts as they become due in the
usual course of business, or if our total assets would be less than the sum of
our total liabilities plus the amount that would be needed to satisfy the rights
of shareholders who have preferential rights superior to those receiving the
distribution. We have not declared any dividends since our inception, and we do
not plan to declare any dividends in the foreseeable future. Accordingly,
holders of our common stock will have to rely on capital appreciation, if any,
to earn a return on their investment in our common stock.
Because
we do not intend to pay any cash dividends on our common stock, our stockholders
will not be able to receive a return on their shares unless they sell
them.
We intend
to retain any future earnings to finance the development and expansion of our
business. We do not anticipate paying any cash dividends on our common stock in
the foreseeable future. Unless we pay dividends, our stockholders will not be
able to receive a return on their shares unless the value of such shares
appreciates and they sell them. There is no assurance that stockholders will be
able to sell shares when desired.
We
may issue shares of preferred stock in the future that may adversely impact the
right of holders of our common stock.
Our
Articles of Incorporation authorizes us to issue up to 1,000,000 shares
of preferred stock. Accordingly, our board of directors will have the
authority to fix and determine the relative rights and preferences of preferred
shares, as well as the authority to issue such shares, without further
stockholder approval. As a result, our board of directors could authorize the
issuance of a series of preferred stock that would grant to holders preferred
rights to our assets upon liquidation, the right to receive dividends before
dividends are declared to holders of our common stock, and the right to the
redemption of such preferred shares, together with a premium, prior to the
redemption of the common stock. To the extent that we do issue such additional
shares of preferred stock, the rights of holders of common stock could be
impaired thereby, including, without limitation, dilution of their ownership
interests in us. In addition, shares of preferred stock could be issued with
terms calculated to delay or prevent a change in control or make removal of
management more difficult, which may not be in the interest of holders of common
stock.
9
USE
OF PROCEEDS
The
selling security holders will receive all proceeds from the sale of the shares
of our common stock in this offering. We will not receive any proceeds from the
sale of the shares of our common stock offered pursuant to this Prospectus by
the selling security holders. We will bear all expenses other than transfer
taxes of registration incurred in connection with this offering, but all
commissions, selling and other expenses incurred by the selling security holders
to underwriters, agents, brokers and dealers will be borne by them.
DETERMINATION
OF OFFERING PRICE
There
is no established public market for the common stock being registered. All of
our outstanding shares held by non-affiliates were issued at $.10 per share. The
selling security holders may offer and sell their shares at $.20 per
share until our shares are quoted on the Over-the-Counter Bulletin
Board, and, assuming we secure this qualification for quotation, thereafter at
prevailing market prices at the time of sale, or at privately negotiated prices.
This price was determined by our management’s good faith estimate of the price
of the shares, and is not related to an existing market price or other factor.
See “Plan of Distribution” for additional information.
DILUTION
The
common stock to be sold by the selling security holders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing security holders as a result of the offering by the selling security
holders.
SELLING
SECURITY HOLDERS
We are
registering an aggregate of 38,500 shares of common stock for resale by the
selling security holders listed in the table below. All expenses
incurred with respect to the registration of the common stock will be borne by
us, but we will not be obligated to pay any underwriting fees, discounts,
commissions or other expenses incurred by the selling security holders in
connection with the sale of such shares.
The
following table sets forth information with respect to the maximum number of
shares of common stock beneficially owned by the selling security holders named
below and as adjusted to give effect to the sale of the shares offered hereby.
The shares beneficially owned have been determined in accordance with rules
promulgated by the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. The
information in the table below is current as of the date of this
Prospectus. All information contained in the table below is based
upon information provided to us by the respective selling security holders, and
we have not independently verified this information. The selling security
holders are not making any representation that any shares covered by this
Prospectus will be offered for sale. The selling security holders may from time
to time offer and sell pursuant to this Prospectus any or all of the common
stock being registered.
None of
the selling security holders are affiliates or controlled by our affiliates.
None of the selling security holders hold, or at any time in the past, held any
position or office with us or any of our predecessors or affiliates, nor are any
of the selling security holders associates or affiliates of any of our officers
or directors. No selling security holder is the beneficial owner of any
additional shares of common stock or other equity securities issued by us or any
securities convertible into, or exercisable or exchangeable for, our equity
securities. No selling security holder is a registered broker-dealer or an
affiliate of a broker-dealer.
10
Beneficial
ownership is determined in accordance with Securities and Exchange Commission
rules. Under these rules, a person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which includes the power to
vote or direct the voting of the security, or investment power, which includes
the power to vote or direct the voting of the security. The person is also
deemed to be a beneficial owner of any security of which that person has a right
to acquire beneficial ownership within 60 days. Under the Securities and
Exchange Commission rules, more than one person may be deemed to be a beneficial
owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment
power of the shares being registered for resale.
None of
the selling security holders is a registered broker-dealer or an affiliate of a
registered broker-dealer. Each of the selling security holders has acquired his,
her or its shares pursuant to a private placement solely for investment and not
with a view to or for resale or distribution of such securities. The shares were
offered and sold to the selling security holders in a private placement made
between July 6, 2008 through September 16, 2008 pursuant to the exemptions from
the registration under the Securities Act provided by Regulations D of the
Securities Act.
The
percentages of shares beneficially owned shown in the table below are based on
5,038,500 shares of our common stock issued and outstanding as of September 27,
2010, on a fully diluted basis.
Number
of
|
Number
of Shares and Percent of
|
|||||||||||||
Common
|
Shares
Offered
|
Total
Issued and Outstanding Held
|
||||||||||||
Shares
owned
|
by
Selling
|
After the Offering
(1)
|
||||||||||||
Name
of Selling Security
|
by
the Selling
|
Security
|
Number
of
|
%
of
|
||||||||||
Holder
|
Security Holder
|
Holder
|
Shares
|
Class
|
||||||||||
Kimberly
J. Sharp**
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Scott
Sharp **
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Ross
E. Williams
|
5,000 | 5,000 |
-
0 -
|
-
0% -
|
||||||||||
Michael
& Marie Lickver
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Edward
& Patricia Kelly
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Patrick
Norton
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Laurie
Norton
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Vincent
Bedini
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Bernard
Findley
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Sarah
Findley
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Pamela
Clarino
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Lawrence
Clarino
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Minda
Larsen
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Teri
Larsen
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Jan
F. Larsen
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Cristina
Corona
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Anthony
Corona
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Robert
Craig
|
3,000 | 3,000 |
-
0 -
|
-
0% -
|
||||||||||
Irvin
L. Sanderson Jr.
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Richard
Raymond
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Joyce
Caselnova
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
James
Caselnova
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
11
Bart
& Cathy Golankiewicz
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Mario
Ferraro
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Melody
Sanopoli
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Darren
Sanopoli
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Kathleen
Pippa
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Charles
Pippa
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Scott
Forde
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Lorie
Forde
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Garard
Ventrell
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Philip
Lemasurier
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Penelope
Lemasurier
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Kristin
Pepe
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Mark
Pepe
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Joseph
Romanello Jr.
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Laim
Okeeffe
|
500 | 500 |
-
0 -
|
-
0% -
|
||||||||||
Joan
M. Poultney
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Frank
J. Zeller
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Frank
J. Zeller Jr.
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
Hugh
Fiore Jr.
|
1,000 | 1,000 |
-
0 -
|
-
0% -
|
||||||||||
TOTAL
|
38,500 | 38,500 |
-
0 -
|
-
0% -
|
* Indicates
less than 1%.
** Scott
Sharp is the adult son of Robert J. Sharp. Kimberly Sharp is the wife of Scott
Sharp.
(1) Unless
otherwise indicated, the selling security holders have sole voting and
investment power with respect to their shares of common stock. The inclusion of
any shares in this table does not constitute an admission of beneficial
ownership for the selling security holders.
PLAN
OF DISTRIBUTION
Selling
Security Holders Distribution
The
selling security holders may, from time to time, sell all or a portion of their
shares of common stock on any market upon which the common stock may be listed
or quoted (anticipated to be the OTC Bulletin Board in the United States), in
privately negotiated transactions or otherwise. Such sales may be at fixed
prices prevailing at the time of sale, at prices related to the market prices or
at negotiated prices. Our common stock is not traded on any exchange or in the
over-the-counter market. After the date of this prospectus, we expect to have an
application filed with FINRA for our common stock to be eligible for trading on
the OTC Bulletin Board. Although there is no assurance that the shares will
become eligible for trading on the OTC Bulletin Board, and until our common
stock becomes eligible for trading on the OTC Bulletin Board, the selling
security holders may offer and sell their shares at $.20 per share and
thereafter at prevailing market prices at the time of sale, or at privately
negotiated prices. This price was determined by our management’s good faith
estimate of the price of the shares, and is not related to an existing market
price or other factor. This price was determined as a good faith estimate of the
price of the shares, but is not related to an existing market price or other
factor. Upon such eligibility for trading on the OTC Bulletin Board, the selling
stockholders will sell the shares at prevailing market prices. Notwithstanding
the foregoing, the shares of common stock being offered for resale by this
prospectus may be sold by the selling security holders by one or more of the
following methods, without limitation:
12
|
·
|
ordinary
brokerage transactions and transactions in which the broker solicits
purchasers;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
market
sales (both long and short to the extent permitted under the federal
securities laws);
|
|
·
|
at
the market to or through market makers or into an existing market for the
shares;
|
|
·
|
through
transactions in options, swaps or other derivatives (whether exchange
listed or otherwise); and
|
|
·
|
a
combination of any of the aforementioned methods of
sale.
|
In the
event of the transfer by any of the selling security holders of its common
shares to any pledgee, donee or other transferee, we will amend this prospectus
and the registration statement of which this prospectus forms a part by the
filing of a post-effective amendment in order to have the pledgee, donee or
other transferee in place of the selling stockholder who has transferred his,
her or its shares. In effecting sales, brokers and dealers engaged by the
selling security holders may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or discounts from a
selling stockholder or, if any of the broker-dealers act as an agent for the
purchaser of such shares, from a purchaser in amounts to be negotiated which are
not expected to exceed those customary in the types of transactions involved.
Broker-dealers may agree with a selling stockholder to sell a specified number
of the shares of common stock at a stipulated price per share. Such an agreement
may also require the broker-dealer to purchase as principal any unsold shares of
common stock at the price required to fulfill the broker-dealer commitment to
the selling stockholder if such broker-dealer is unable to sell the shares on
behalf of the selling stockholder. Broker-dealers who acquire shares of common
stock as principal may thereafter resell the shares of common stock from time to
time in transactions which may involve block transactions and sales to and
through other broker-dealers, including transactions of the nature described
above. Such sales by a broker-dealer could be at prices and on terms then
prevailing at the time of sale, at prices related to the then-current market
price or in negotiated transactions. In connection with such resales, the
broker-dealer may pay to or receive from the purchasers of the shares
commissions as described above. The selling security holders and any
broker-dealers or agents that participate with the selling stockholders in the
sale of the shares of common stock may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with these sales. In that event, any
commissions received by the broker-dealers or agents and any profit on the
resale of the shares of common stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
From
time to time, any of the selling security holders may pledge shares of common
stock pursuant to the margin provisions of customer agreements with brokers.
Upon a default by a selling security holder, their broker may offer and sell the
pledged shares of common stock from time to time. Upon a sale of the shares of
common stock, the selling security holders intend to comply with the prospectus
delivery requirements under the Securities Act by delivering a prospectus to
each purchaser in the transaction. We intend to file any amendments or other
necessary documents in compliance with the Securities Act. which may be required
in the event any of the selling stockholders defaults under any customer
agreement with brokers. To the extent required under the Securities Act, a post
effective amendment to this registration statement will be filed disclosing the
name of any broker-dealers, the number of shares of common stock involved, the
price at which the common stock is to be sold, the commissions paid or discounts
or concessions allowed to such broker-dealers, where applicable, that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and other facts material to
the transaction.
We
have advised each selling security holder that it may not use shares registered
under the registration statement of which this prospectus is a part to cover
short sales of common stock made prior to the date on which the registration
statement of which this prospectus is a part shall have been declared effective
by the SEC. If a selling security holder uses this prospectus for any sale of
our common stock, it will be subject to the prospectus delivery requirements of
the Securities Act. The selling security holder will be responsible to comply
with the applicable provisions of the Securities Act and Exchange Act, and the
rules and regulations thereunder promulgated, including, without limitation,
Regulation M, as applicable to such selling security holder in connection
with resales of its shares under this registration
statement.
13
We may
require the selling security holders to suspend the sales of the securities
offered by this Prospectus upon the occurrence of any event that makes any
statement in this Prospectus or the related Registration Statement untrue in any
material respect or that requires the changing of statements in these documents
in order to make statements in those documents not misleading.
We will
to pay all fees and expenses incident to the registration of the shares, but we
will not receive any proceeds from the sale of the common stock.
Penny
Stock Regulations
You
should note that our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines “penny stock” to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and “accredited investors”. The term
“accredited investor” refers generally to institutions with assets in excess of
$5,000,000, or individuals with a net worth, or joint net worth in combination
with spouse, in excess of $1,000,000 or individuals with annual income exceeding
$200,000 in the last 2 years or $300,000 jointly with their spouse in the last 2
years. The 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 in a form prepared by the SEC, which provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer 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 bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt from these
rules, the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
Blue
Sky Restrictions on Resale
If a
selling security holder wants to sell shares of our common stock under this
registration statement in the United States, the selling security holders will
also need to comply with state securities laws, also known as “Blue Sky laws,”
with regard to secondary sales. All states offer a variety of exemption from
registration for secondary sales. Many states, for example, have an exemption
for secondary trading of securities registered under Section 12(g) of the
Exchange Act, or for securities of issuers that publish continuous disclosure of
financial and non-financial information in a recognized securities manual, such
as Standard & Poor’s. The broker for a selling security holder will be able
to advise a selling security holder which states our common stock is exempt from
registration with that state for secondary sales.
Any
person who purchases shares of our common stock from a selling security holder
under this registration statement who then wants to sell such shares will also
have to comply with Blue Sky laws regarding secondary sales.
14
When the
registration statement becomes effective, and a selling security holder
indicates in which state(s) he desires to sell his shares, we will be able to
identify whether it will need to register or will rely on an exemption
therefrom.
We and
the selling security holders will be subject to applicable provisions of the
Exchange Act and the rules and regulations under it, including, without
limitation, Rule 10b-5 and, insofar as a selling stockholder is a distribution
participant and we, under certain circumstances, may be a distribution
participant, under Regulation M. All of the foregoing may affect the
marketability of the common stock.
All
expenses of the registration statement including, but not limited to, legal,
accounting, printing and mailing fees are and will be borne by us. Any
commissions, discounts or other fees payable to brokers or dealers in connection
with any sale of the shares of common stock will be borne by the selling
security holders, the purchasers participating in such transaction, or
both.
Any
shares of common stock covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act of 1933, as amended, may be sold
by the selling security holder under Rule 144 rather than pursuant to this
prospectus.
Rule
144
The
SEC has recently adopted amendments to Rule 144, which became effective on
February 15, 2008 and apply to securities acquired both before and after that
date. Under these amendments, a person who has beneficially owned restricted
shares of our common stock or warrants for at least six months would be entitled
to sell their securities provided that (i) such person is not deemed to have
been one of our affiliates at the time of, or at any time during the three
months preceding, a sale and (ii) we are subject to the Exchange Act periodic
reporting requirements for at least twelve months before the
sale.
Persons
who have beneficially owned restricted shares of our common stock or warrants
for at least six months, but who are our affiliates at the time of, or at any
time during the three months preceding a sale, would be subject to additional
restrictions, by which such person would be entitled to sell within any
three-month period only a number of securities that does not exceed the greater
of either of the following:
|
·
|
1%
of the total number of shares of our common stock then outstanding, which
will equal 50, 385 shares of our common stock immediately after this
offering; or
|
|
·
|
the
average weekly trading volume of the shares of our common stock during the
four calendar weeks preceding the
sale.
|
Sales
under Rule 144 are also limited by manner of sale provisions, notice
requirements and the availability of current public information about
us.
DESCRIPTION
OF SECURITIES TO BE REGISTERED
We are
authorized to issue 74,000,000 shares of common stock at a par value of $0.0001
per share and 1,000,000 shares of undesignated preferred stock at a par value of
$0.0001 per share.
Admission
to Quotation on the OTC Bulletin Board
We intend
to request that a market maker file an application for our common stock to be
quoted on the OTC Bulletin Board. However, we do not have a market maker that
has agreed to file such application. If our securities are not quoted on the OTC
Bulletin Board, a security holder may find it more difficult to dispose of, or
to obtain accurate quotations as to the market value of our securities. The OTC
Bulletin Board differs from national and regional stock exchanges in that
it:
15
(1) is
not situated in a single location but operates through communication of bids,
offers and confirmations between broker-dealers, and
(2)
securities admitted to quotation are offered by one or more Broker-dealers
rather than the ”specialist” common to stock exchanges.
To
qualify for quotation on the OTC Bulletin Board, an equity security must have
one registered broker-dealer, known as the market maker, willing to list bid or
sale quotations and to sponsor the company listing. If it meets the
qualifications for trading securities on the OTC Bulletin Board, our securities
will trade on the OTC Bulletin Board. We may not now or ever qualify for
quotation on the OTC Bulletin Board. We currently have no market maker who is
willing to list quotations for our securities.
Description
of Securities
Preferred
Stock
The
Company’s articles of incorporation authorizes the issuance of 1,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by our board of directors. No shares of preferred stock have been
designated, issued or are outstanding. Accordingly, our board of directors is
empowered, without stockholder approval, to issue up to 1,000,000 shares of
preferred stock with voting, liquidation, conversion, or other rights that could
adversely affect the rights of the holders of the common stock. Although we have
no present intention to issue any shares of preferred stock, there can be no
assurance that we will not do so in the future.
Among
other rights, our board of directors may determine without further vote or
action by our holders of common stock:
|
·
|
the
number of shares and the designation of the
stock;
|
|
·
|
whether
to pay dividends on the stock and, if so, the dividend rate, whether
dividends will be cumulative and, if so, from which date or dates, and the
relative rights of priority of payment of dividends on shares of
stock;
|
|
·
|
whether
the stock will have voting rights in addition to the voting rights
provided by law and, if so, the terms of the voting
rights;
|
|
·
|
whether
the stock will be convertible into or exchangeable for shares of any other
class or series of stock and, if so, the terms and conditions of
conversion or exchange;
|
|
·
|
whether
or not the shares of stock will be redeemable and, if so, the dates, terms
and conditions of redemption and whether there will be a sinking fund for
the redemption of the stock and, if so, the terms and amount of the
sinking fund; and
|
|
·
|
the
rights of the shares of the stock in the event of our voluntary or
involuntary liquidation, dissolution or winding up and the relative rights
or priority, if any, of payment of shares of
the.
|
We
presently do not have plans to issue any shares of preferred stock. However,
preferred stock could be used to dilute a potential hostile acquirer.
Accordingly, any future issuance of preferred stock or any rights to purchase
preferred shares may have the effect of making it more difficult for a third
party to acquire control of us. This may delay, defer or prevent a change of
control in our company or an unsolicited acquisition proposal. The issuance of
preferred stock also could decrease the amount of earnings attributable to, and
assets available for distribution to, the holders of our common stock and could
adversely affect the rights and powers, including voting rights, of the holders
of our common stock.
Common
Stock
Our
articles of incorporation authorizes the issuance of 74,000,000 shares of common
stock. There are 5,038,500 shares of our common stock issued and outstanding on
September 27, 2010, which shares are held by approximately 42 shareholders. The
holders of our common stock:
16
|
·
|
have
equal ratable rights to dividends from funds legally available for payment
of dividends when, as and if declared by our board of
directors;
|
|
·
|
are
entitled to share ratably in all of the assets available for distribution
to holders of common stock upon liquidation, dissolution or winding up of
our affairs;
|
|
·
|
do
not have preemptive, subscription or conversion rights, or redemption or
access to any sinking fund; and
|
|
·
|
are
entitled to one non-cumulative vote per share on all matters submitted to
stockholders for a vote at any meeting of
stockholders.
|
See also
“Plan of Distribution – Penny Stock Regulation” regarding negative implications
of being classified as a “Penny Stock.”
Authorized
but Unissued Capital Stock
Nevada
law does not require stockholder approval for any issuance of authorized shares.
However, the marketplace rules of the NASDAQ, which would apply only if our
common stock were listed on the NASDAQ, require stockholder approval of certain
issuances of common stock equal to or exceeding 20% of the then-outstanding
voting power or then-outstanding number of shares of common stock, including in
connection with a change of control of the Company, the acquisition of the stock
or assets of another company or the sale or issuance of common stock below the
book or market value price of such stock. These additional shares may be used
for a variety of corporate purposes, including future public offerings to raise
additional capital or to facilitate corporate acquisitions.
One of
the effects of the existence of un-issued and unreserved common stock may be to
enable our board of directors to issue shares to persons friendly to current
management, which issuance could render more difficult or discourage an attempt
to obtain control of our board by means of a merger, tender offer, proxy contest
or otherwise, and thereby protect the continuity of our management and possibly
deprive the stockholders of opportunities to sell their shares of our common
stock at prices higher than prevailing market prices.
Limitations
on Directors’ Liability
As
permitted by the provisions of the Nevada Revised Statutes, we have the power to
indemnify any person made a party to an action, suit or proceeding by reason of
the fact that they are or were a director, officer, employee or agent of our
company, against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by them in connection with any such action,
suit or proceeding if they acted in good faith and in a manner which they
reasonably believed to be in, or not opposed to, our best interest and, in any
criminal action or proceeding, they had no reasonable cause to believe their
conduct was unlawful. Termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which they reasonably believed to be in or not
opposed to our best interests, and, in any criminal action or proceeding, they
had no reasonable cause to believe their conduct was unlawful.
We must
indemnify a director, officer, employee or agent who is successful, on the
merits or otherwise, in the defense of any action, suit or proceeding, or in
defense of any claim, issue, or matter in the proceeding, to which they are a
party because they are or were a director, officer employee or agent, against
expenses actually and reasonably incurred by them in connection with the
defense.
We may
provide to pay the expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding as the expenses are incurred and in
advance of the final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that they
are not entitled to be indemnified by us.
17
The
Nevada Revised Statutes also permit a corporation to purchase and maintain
liability insurance or make other financial arrangements on behalf of any person
who is or was:
|
·
|
a
director, officer, employee or agent of the corporation;
or
|
|
·
|
is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.
|
Such
coverage may be for any liability asserted against them and liability and
expenses incurred by them in their capacity as a director, officer, employee or
agent, or arising out of their status as such, whether or not the corporation
has the authority to indemnify them against such liability and
expenses.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to officers, directors or persons controlling our
company pursuant to the foregoing provisions, we have been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
such Act and is therefore unenforceable.
Anti-Takeover
Provisions
We may be
or in the future we may become subject to Nevada’s control share laws. A
corporation is subject to Nevada’s control share law if it has more than 200
stockholders, at least 100 of whom are stockholders of record and residents of
Nevada, and if the corporation does business in Nevada, including through an
affiliated corporation. This control share law may have the effect of
discouraging corporate takeovers. We currently have approximately 42
stockholders.
The
control share law focuses on the acquisition of a “controlling interest,” which
means the ownership of outstanding voting shares that would be sufficient, but
for the operation of the control share law, to enable the acquiring person to
exercise the following proportions of the voting power of the corporation in the
election of directors: (1) one-fifth or more but less than one-third; (2)
one-third or more but less than a majority; or (3) a majority or more. The
ability to exercise this voting power may be direct or indirect, as well as
individual or in association with others.
The
effect of the control share law is that an acquiring person, and those acting in
association with that person, will obtain only such voting rights in the control
shares as are conferred by a resolution of the stockholders of the corporation,
approved at a special or annual meeting of stockholders. The control share law
contemplates that voting rights will be considered only once by the other
stockholders. Thus, there is no authority to take away voting rights from the
control shares of an acquiring person once those rights have been approved. If
the stockholders do not grant voting rights to the control shares acquired by an
acquiring person, those shares do not become permanent non-voting shares. The
acquiring person is free to sell the shares to others. If the buyer or buyers of
those shares themselves do not acquire a controlling interest, the shares are
not governed by the control share law.
If
control shares are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of the voting power, any
stockholder of record, other than the acquiring person, who did not vote in
favor of approval of voting rights, is entitled to demand fair value for such
stockholder’s shares.
18
In
addition to the control share law, Nevada has a business combination law, which
prohibits certain business combinations between Nevada corporations and
“interested stockholders” for three years after the interested stockholder first
becomes an interested stockholder, unless the corporation’s board of directors
approves the combination in advance. For purposes of Nevada law, an interested
stockholder is any person who is: (a) the beneficial owner, directly or
indirectly, of 10% or more of the voting power of the outstanding voting shares
of the corporation, or (b) an affiliate or associate of the corporation and at
any time within the previous three years was the beneficial owner, directly or
indirectly, of 10% or more of the voting power of the then-outstanding shares of
the corporation. The definition of “business combination” contained in the
statute is sufficiently broad to cover virtually any kind of transaction that
would allow a potential acquirer to use the corporation’s assets to finance the
acquisition or otherwise to benefit its own interests rather than the interests
of the corporation and its other stockholders.
The
effect of Nevada’s business combination law is to potentially discourage parties
interested in taking control of our Company from doing so if it cannot obtain
the approval of our board of directors.
Equity
Compensation Plan Information
We have
not established an equity compensation plan, but anticipate establishing one in
the future.
Warrants
and Options
As of the
date of this Prospectus, there are no outstanding options or warrants to
purchase, or other instruments convertible into, our common stock.
Holders
As of
September 27, 2010, we have 5,038,500 shares of common stock issued and
outstanding, which are held by 42 security holders of record.
Transfer
Agent
We have
not retained a transfer agent for our common stock. We expect to retain a
transfer agent prior to commencing trading of our shares on the OTC Bulletin
Board or other exchange or trading market.
INTEREST
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this Prospectus which prepared or certified any part of this
Prospectus or provided 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 had, or is to receive, in connection with the
offering, a substantial interest, direct or indirect, in us, 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.
FORWARD-LOOKING
STATEMENTS
This
prospectus contains forward-looking statements that relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “may”, “should”, “expects”,
“plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or
“continue” or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
“Risk Factors,” that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.
While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
19
BUSINESS
Corporate
History
We are
a development stage company and were incorporated on June 5, 2008 under the laws
of the State of Nevada. We acquired our operating business in a
transaction in which we exchanged 5,000,000 shares of common stock for an
assignment of 100% of the ownership interest in Sharp Performance Associates,
LLC on June 5, 2008. Sharp Performance Associates, LLC was formed in the State
of Connecticut on June 5, 2008 to provide strategic consulting services to both
sales and marketing sections of the automotive industry. The sole owner of Sharp
Performance Associates, LLC was its founder, Robert J. Sharp. Sharp Performance
Associates, LLC is a wholly owned subsidiary of the Company.
Although
we have commenced our operations, at this stage of our business operations, we
may never become profitable or generate any significant amount of revenues. We
do not have any current plans, arrangements, commitments or understandings to
engage in a merger or acquisition with another company. Our auditor’s report
reflects the fact that the ability of our Company to continue as a going concern
and expresses substantial doubt about our ability to continue as a going
concern. This substantial doubt is due to our lack of committed funding and lack
of revenue. If we are unable to continue as a going concern, you will
lose your investment. You should not invest in us unless you can afford to lose
your entire investment.
Our
fiscal year end is June 30.
Our
Business
Sharp
Performance, Inc. provides consulting services to the sales and marketing
sectors of the automotive industry at, both the dealership level and automotive
marketing company level. These services include, but are not limited to, the
training of staff, development and implementation of general and specialty
marketing strategies, assistance with dealership presentation, customer
satisfaction improvement and the facilitation of strategic partnerships between
our Company’s clients and Mr. Sharp’s contacts within the automotive and
marketing industries.
When a
client contacts our Company, an initial assessment is made on the facility,
staff, general community exposure, marketing and management. Through our
founder’s unique expertise, we hope to able to pinpoint general areas that need
improvements and then present a plan of implementation. Areas that we may
address, but are not limited to, are; customer satisfaction, dealership
presentation and marketing. Mr. Sharp personally trains and advises both
management and staff to fully realize the potential of a dealership’s sales
initiatives. Employees are trained as to how to treat potential customers in a
manner more conducive to generating sales, repeat sales and customer referrals.
Sharp Performance also will specialize in innovative marketing solutions that
can bring the excitement of the racetrack into the showroom floor. In
addition, we will work with our clients and industry contacts to help them
create strategic partnerships. We plan to create these business
synergies by introducing marketing product manufacturers that work primarily
within the automotive industry, distributors of promotional automotive items,
such as caps, lighters and T-shirts, and the end users of such products to each
other.
In
addition to his consulting services associated with the GT-33 design, Mr. Sharp
also models the car at car shows such as the one in Lime Rock,
CT. The GT-33 is the first of many custom cars Mr. Sharp is
attempting to customize. Mr. Sharp has been in discussion with at least six
dealers in the Fairfield County, Connecticut area to work on other makes and
models of automobiles. The consulting fee that Mr. Sharp receives is
all-inclusive. It includes the design work on the automobiles and the time that
he spends at automobile shows. At the current time, no funds
from the sales of the cars accrue to Mr. Sharp. Depending upon the
success of the program, the revenue model may change in the
future.
20
We
purchase customized parts from subsidiaries of Nissan Motor and other auto
suppliers. Starting out as a general production Nissan 350Z, professional
technicians add a sophisticated aerodynamics package inspired by Mr. Sharp’s
race cars. This package includes a front spoiler, rear wing, and racing
graphics. Performance upgrades include a Nissan compatible performance exhaust,
intake system, and a genuine Ferrari Italian air horn. Although the current
GT-33’s are special to the Nissan name, the customization processes and our
methodologies are not limited to any specific automobile brand and can be
applied to any automobile to elevate the marketing efforts of any automobile
dealership.
Given
the economic environment, however, we have curtailed our activities until such
time that the automotive retail situation improves. Despite the curtailment of
services in the original dealership in which Mr. Sharp has been engaged, our
business has been active on various fronts as follows;
Car shows. Mr.
Sharp continues to go to automotive shows, principally in multiple venues
throughout Connecticut, but also throughout the New England area, where he
showcases the GT-33. In addition, Mr. Sharp has a vintage 1973 Datsun
Race Car that he shows through his company Vintage Promotion
Cars. These activities continue to keep custom cars in the mind of
the racing car motif motivated car buyer.
New car
designs. Mr. Sharp has been in the process of adorning other
models with a racing “image” besides the GT-33. He is currently
working on a design for a car manufactured by Jaguar.
New dealerships. Along the
New England seaboard, Mr. Sharp has been in discussions with six new dealerships
to provide services similar to the ones that he provides with his current
relationship. These services would be for a new set of car designs
utilizing his automotive expertise.
Marketing
The
heart of our marketing strategy is the tailoring of automobiles to project an
image associated with racing. The first car that we have produced is the limited
production “GT-33”. Mr. Sharp’s racing number since 1968 has been “33”. The
GT-33 was designed by Mr. Sharp to generate public exposure for a dealership. We
believe that Mr. Sharp’s notoriety and the customization can positively affect
dealership profits, improve customer satisfaction and loyalty, and greatly
increase public exposure. Mr. Sharp is a well established name within the
automotive industry. Furthermore, because the GT-33 is advertised as Mr. Sharp’s
unique creation, we are directly marketed by Mr. Sharp and are currently heavily
dependent on Mr. Sharp for our marketing efforts.
The
GT-33 wears a custom badge featuring the same GT-33 logo Mr. Sharp raced with,
Mr. Sharp’s personal signature and the name of the dealership where these
special models can be purchased. Despite the Company not having any patents,
registered trademarks or licenses, we consider ourselves as having ownership of
rights to the GT-33 customization because the customization is unique to Mr.
Sharp. The GT-33 wears a custom badge featuring the same GT-33 logo
Mr. Sharp raced with and Mr. Sharp’s personal signature. Further the creative
process is based upon Mr. Sharp’s years of technical expertise and automotive
acumen. As a result, the cost of the customization process and
modifications on the GT-33 models are absorbed by the client/dealership because
these specialty models are used to attract attention in advertisements, in the
showroom and at car shows. Once sold, these cars continue to benefit the
dealership when seen on the road.
As
shown by the foregoing, we do not market our services through traditional
advertising. We
intend to market our services primarily through direct relationships with past
clients, business contacts, car shows and performance racing events. This can
either be recurring business or through referral. In an industry dominated by
personal relationships, we find this approach effective in attracting and
retaining the right types of clients. Our GT-33 customization is a major
marketing tool.
21
Revenue
Streams
We
plan to collect a minimum retainer fee of $2,000.00 per month for consulting
services. This fee will covers all consulting costs, including the use of the
“Bob Sharp” name and GT-33 logo for the special edition cars. It is our
intention to expand these consulting services to dealerships nation
wide. In June of 2010, our Company was retained as a consultant on a
month-to-month basis by three new clients in the marketing and promotional
materials business, including, without limitation, auto racing
memorabilia. Up to that point, we did not have any consulting
contracts other than a consulting agreement that expired in September 2008,
under which we earned $4,000 in revenues.
Long-term
Planning
Management
believes that it is important for our clients to focus on their long-term
viability. We work with clients to help them develop strategies for product
differentiation, and growth strategies that anticipate future needs of the
marketplace.
Competitive
Business Conditions
Our
primary competition is other automotive consulting firms. We believe
that there is little competition in the Northeast, which offers the expertise
and/or approach of the Company. We have not undertaken an in-depth evaluation of
competition.
Employees
Robert J.
Sharp serves as President and the sole member of our Board of Directors during
this initial phase of operations. While we will consider other management
personnel as our business base increases, Mr. Sharp will remain our primary
principal because his skills are both unique and determinative to the success
of business.
Employment
Agreements
We do
not have an employment agreement in place with Mr. Sharp, our sole officer, and
do not anticipate entering into any employment agreements in the foreseeable
future. See “Risk Factors”.
Board
Committees
As of
the date of this, we have not established any committees of the Board of
Directors.
Directors
The
minimum number of directors we are authorized to have is one and the maximum is
six. We currently have one director. Although we anticipate appointing
additional directors in the future, as of the date of this prospectus, we have
not identified such individuals. Our directors do not receive any
compensation for their position on our board of directors.
Code
of Ethics
We
intend to adopt a code of ethics that applies to our officers, directors and
employees, including, without limitation, our Chief Executive Officer and
Principal Accounting Officer, but have not done so to date due to our relatively
small size.
Board
Independence
Our
sole director is not deemed an independent director. We intend to appoint
independent persons to committees of the board of directors as are expected to
be required to meet the corporate governance requirements imposed by a national
securities exchange when we elect to seek listing on a national security
exchange.
22
DESCRIPTION
OF PROPERTY
We
operate out of an office located at 12 Fox Run, Sherman, CT 06784-1741 and
direct all activity from that location. We have been granted the use of the
approximately 200 square feet of space by our President, and do not pay any rent
at the current time and will not pay rent (or other operating expenses, which
our President has agreed to fund) until sufficient consulting revenues are
received. This space is granted on a month-to-month basis. We may lease
commercial office facilities at such time in the future as our operations
further develop to the point where the facilities are needed. We have no
commitments or arrangements for any facilities, and there is no assurance
regarding the future availability of commercial office facilities or the terms
on which we may be able to lease facilities in the future. We do not intend to
renovate, improve, or develop properties. We are not subject to competitive
conditions for property and currently have no property to insure. We have no
policy with respect to investments in interests in real estate and no policy
with respect to investments in real estate mortgages. Further, we have no policy
with respect to investments in securities of or interests in persons primarily
engaged in real estate activities.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There
is currently no public trading market for our shares of common
stock. As of September 27, 2010, there were approximately 42 holders
of record of our common stock.
LEGAL
PROCEEDINGS
There
are no pending, nor to our knowledge, threatened legal proceedings against
us.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
The
following discussion and analysis of our financial condition and results of our
operations should be read in conjunction with our financial statements and the
notes thereto which appear elsewhere in this report. The results shown herein
are not necessarily indicative of the results to be expected for any future
periods.
This
discussion contains forward-looking statements, based on current expectations.
All statements regarding future events, our future financial performance and
operating results, our business strategy and our financing plans are
forward-looking statements and involve risks and uncertainties. In many cases,
you can identify forward-looking statements by terminology, such as “may,”
“will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential” or “continue,” or the negative of such
terms and other comparable terminology. These statements are only predictions.
Known and unknown risks, uncertainties and other factors could cause our actual
results and the timing of events to differ materially from those projected in
any forward-looking statements. In evaluating these statements, you should
specifically consider various factors, including, but not limited to, those set
forth in the Registration Statement and in this report.
General
We are
a start up business engaged in the development and marketing of services related
to the retail automotive market.
We
have not yet earned substantial revenues from our business operations.
Accordingly, we may be required to raise cash from sources other than our
operations in order to continue our business plan. We may raise this additional
capital either through debt or equity. No assurance can be given that such
efforts will be successful. We have no specific plans at present for raising
additional capital.
23
Since
our inception, we have been engaged in marketing our services to automotive
dealers in the latter half of 2008. Given the economic environment,
the Company has curtailed its services until such time that the automotive
retail situation improves. Business planning activities, including the a) launch
of our preliminary marketing campaigns for the GT-33; b) development
of our economic models and financial forecasts and c) identifying
future sources of capital.
We
have launched our initial operations but can give no assurances as to the date
which we will be fully operational. Additionally, we can give no assurances to
when our customer base will be at the point of critical mass.
Results
of Operations for the Year Ended June 30, 2010 As Compared to Year Ended June
30, 2009
We are
still in our development stage and have generated limited revenues to
date. Revenues were $3,700 lower for the period ended June 30, 2010
due to the deferral of the GT-33 program as a result of change in dealer focus
due to continued sluggish demand for high-end automobiles. However,
commencing in the month of June 2010, the Company entered into a new consulting
agreement. The amount and length of the consulting agreement have yet
to be determined.
Service
expense-related party decreased $1,300 due to the deferral of the GT-33
program.
Rent
expense-related party decreased $1,300 due to the deferral of the GT-33
program.
Audit
expenses decreased $2,500 due to a lower negotiated audit fee.
Incorporation
fees increased $875 due to refilling with the State of Nevada.
Liquidity
and Capital Resources
Our
cash balance at June 30, 2010 was $1,788, a decrease of $2,517 from $4,305 at
June 30, 2009.
We
have limited capital resources, as, among other things, we are a development
stage company with a limited operating history. We have generated limited
revenues to date and may not be able to generate sufficient revenues to become
profitable in the future.
The
report of our independent registered public accounting firm on our financial
statements for the fiscal year ended June 30, 2010 contains an explanatory
paragraph regarding our ability to continue as a going concern based on our
history of net losses since our inception.
While
we have sufficient funds on hand to commence business operations, our cash
reserves may not be sufficient to meet our obligations for the next 12-month
period. As a result, we may need to seek additional funding in the near future.
We currently do not have a specific plan of how we will obtain such funding;
however, we anticipate that additional funding will be in the form of equity
financing from the sale of our common stock. At this time, we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to meet our obligations over the next 12
months. We do not have any arrangements in place for any future equity
financing.
We do
not currently own any significant plant or equipment that we will seek to sell
in the near future.
We do
not anticipate the need to hire employees over the next 12 months with the
possible exception of secretarial support should our business grow and
necessitate such expenditure. We believe the services provided by our sole
officer and director are sufficient at this time. We believe that our operations
are currently on a small scale and are manageable by one
individual.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements.
24
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL
DISCLOSURE
Bernstein
& Pinchuk LLP are our auditors. There have not been any changes in or
disagreements with accountants on accounting and financial disclosure or any
other matter.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable.
CONTROLS
AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), as of June 30, 2009, we have carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures. This evaluation was carried out under the supervision
and with the participation of our sole officer (principal executive officer and
principal accounting officer). Based upon the results of that evaluation, our
management has concluded that, as of June 30, 2010, our disclosure controls and
procedures were effective and provide reasonable assurance that material
information related to our Company required to be disclosed in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to management to allow
timely decisions on required disclosure.
Management's
Report on Internal Control Over Financial Reporting
This
Annual Report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of our
registered public accounting firm due to a transition period established by
rules of the SEC for newly public companies.
Changes
In Internal Control Over Financial Reporting
There
were no changes in our internal control over financial reporting identified in
connection with the evaluation described above during the year ended June 30,
2009 that has materially affected or is reasonably likely to materially affect
our internal controls over financial reporting.
DIRECTORS,
EXECUTIVE OFFICERS, AND CONTROL PERSONS
Directors and Executive
Officers
Set
forth below is certain information relating to our directors and executive
officers, including their names, ages, and business experience.
Name and Address
|
Age
|
Position
|
||
Robert
J. Sharp
c/o
Sharp Performance, Inc.
12
Fox Run
Sherman,
CT 06784-1741
|
71
|
President
& Director
|
25
Robert
“Bob” Sharp has been our President since June 5, 2008. For the five
years period prior to this offering, Mr. Sharp has been a consultant within the
automotive racing and automotive industries. From March 2009 to
February 2010, Mr. Sharp was Chairman of the Board of InControl, a driver safety
awareness program headquartered in Boston geared towards
teenagers. Mr. Sharp is also associated with the Connecticut Nissan Z
Car Club. Activities of the Club include the viewing of vintage race films of
Mr. Sharp and Paul Newman as well as an annual Nissan Z car show and a Lime Rock
(a Connecticut based speedway) Day.
Mr.
Sharp has 50 plus years of experience in the automotive industry ranging from
new and used car sales, to the operation of championship racing teams. Mr. Sharp
sold his first car 50 years ago, and since has founded, operated, and owned
numerous successful car dealerships representing manufacturers such as Nissan,
Maserati, and Ferrari. Most recently, Mr. Sharp was a Nissan dealer until 1989
and retained a consulting role with such dealership until 2006. He
does not currently own any automobile dealership. In addition to the operation
of dealerships, Mr. Sharp has had a successful career in auto-racing. Mr. Sharp
has operated his businesses through various economic climates. From September 1,
2007 to September 1, 2008, Mr. Sharp was a consultant to Nissan of Darien at a
fee of $2,000.00 per month.
In
1965, Mr. Sharp started “Bob Sharp Racing” in Ridgefield, Connecticut to house
the Nissan Factory Race Team. Concurrently he began Bob Sharp Motors to sell
used cars. In 1970 Mr. Sharp founded “Bob Sharp Motors-Nissan” on Rt. 7 in
Wilton, Connecticut. Over the next ten years, sales grew from approximately 200
to 2000 cars per year. The use of racing promotions, as well as a Nissan Owners
Club and various promotional sales activities, greatly enhanced sales. Bob Sharp
Motors is no longer in business. From 1965 to 1975, Mr. Sharp was
Sports Car Club of America (SCCA) National Champion six times and an
International Motor Sports Association (IMSA) GTU Champion,
once.
Bob
Sharp Racing became Newman-Sharp Racing, which included as drivers: Paul Newman,
Tom Cruise, Walter Payton and Sam Posey, as well as Bob’s son, Scott Sharp, who
races in the Indy Car Series and the American Le Mans Racing
Series.
Bob
Sharp Racing and Newman-Sharp Racing have had the privilege of sponsorship,
which includes Nissan, Oldsmobile, Chevrolet as well as Canon Camera, Budweiser,
Pioneer Car Stereo, Kendall Oil, Diet Coke, Goodyear Tire and Pepsi (with
co-sponsorship from K-Mart and Mobil Oil). Newman-Sharp Racing fielded Pepsi
Oldsmobile (K-Mart-Mobil) race cars in 1989 and 1990 for Paul Newman, Tom
Cruise, Walter Payton and Scott Sharp. Newman-Sharp Racing is no
longer in business.
Auditors
Our
principal independent accountant is Bernstein & Pinchuk
LLP.
Potential
Conflicts of Interest
We are
not aware of any current or potential conflicts of interest with any of our
executives or directors.
Code
of Ethics
We do
not currently have a Code of Ethics applicable to our principal executive,
financial and accounting officers. We do not have a “financial expert” on the
board or an audit committee or nominating committee. We intend to
adopt a code of ethics that applies to our officers, directors and employees,
including of Chief Executive Officer and Principal Accounting Officer, but have
not done so to date due to our relatively small size.
Board
Independence
Our
sole director is not deemed an independent director. We intend to appoint such
persons to committees of the board of directors as are expected to be required
to meet the corporate governance requirements imposed by a national securities
exchange when we elect to seek listing on a national security
exchange.
26
Committees
of the Board of Directors
Concurrent
with having sufficient members and resources, our board of directors will
establish an audit committee and a compensation committee. We believe that we
will need a minimum of five directors to have effective committee system. The
audit committee will review the results and scope of the audit and other
services provided by the independent auditors and review and evaluate the system
of internal controls. The compensation committee will manage the stock option
plan, if any, and review and recommend compensation arrangements for the
officers. No final determination has yet been made as to the memberships of
these committees or when we will have sufficient members to establish
committees.
All
directors will be reimbursed by us for any expenses incurred in attending
directors' meetings, provided that we have the resources to pay these fees. We
will consider applying for officers and directors liability insurance at such
time when we has the resources to do so.
EXECUTIVE
COMPENSATION
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Robert
J. Sharp,
|
2010
|
– | – | – | – | – | – | – | – | |||||||||||||||||||||||||
President
|
2009
|
$ | 1,300 | – | – | – | – | – | – | – |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of
our capital stock as of the date hereof by (i) each person whom we know to
beneficially own more than five percent of any class of our common stock, and
(ii) our sole director and sole executive officer. The individual listed
below has sole voting and investment power with respect to the shares
beneficially owned.
As of
September 27, 2010, we had 5,038,500 shares of common stock outstanding which
are held by 42 security holders. The chart below sets forth the ownership of our
common stock, or claimed ownership, of certain individuals.
Title
of Class
|
Name and Address
of Beneficial Owner
|
Amount of Shares
Beneficially Owned
|
Percent of Class*
|
|||||||
Common
Stock
|
Robert
J. Sharp (1)
12
Fox Run
Sherman,
CT 06784-1741
|
5,000,000 | 99.2 | % | ||||||
Common
Stock
|
Officers
and Directors as a Group (1 person)
|
5,000,000 | 99.2 | % |
*
shares of common stock issued and outstanding as of December 31,
2009.
(1) Mr.
Sharp serves as our President, Principal Executive Officer, Principal Financial
Officer and Chairman.
27
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL
PERSONS
We
acquired our operating business on June 5, 2008 and right to the GT-33 package
in a transaction in which we exchanged 5,000,000 shares of common stock for an
assignment of 100% of the ownership interests in Sharp Performance Associates,
LLC, a Connecticut company formed on June 5, 2008, and the rights to the GT-33
customization package. Sharp Performance Associates, LLC was initially owned by
Robert J. Sharp and the 5,000,000 shares were distributed to him in the exchange
of 100% membership interests in Sharp Performance Associates, LLC. We are unable
to place a value on the assets acquired and Mr. Sharp values them at
$10.00.
We
have not undertaken any other transactions with related persons, promoters and
control persons.
During
July 2008 and August 2008, we rented office space from Mr. Sharp at a rental
rate of $650 per month, and paid Mr. Sharp a consulting fee of $650 per month
during the same period. We currently utilize office space from Mr. Sharp, and
going forward expect this space to be provided by Mr. Sharp at no-charge to the
Company.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to our directors, officers or persons controlling us,
we have been advised that it is the Commission’s opinion that such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable.
ADDITIONAL
INFORMATION
We
filed with the Securities and Exchange Commission (the “Commission”) a
Registration Statement under the Securities Act of 1933, as amended, with
respect to the offer and sale of shares of common stock pursuant to this
Prospectus. This Prospectus, filed as a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement or
the exhibits and schedules thereto in accordance with the rules and regulations
of the Commission and no reference is hereby made to such omitted information.
Statements made in this Prospectus concerning the contents of any contract,
agreement or other document filed as an exhibit to the Registration Statement
are summaries of the terms of such contracts, agreements or documents and are
not necessarily complete. Reference is made to each such exhibit for a more
complete description of the matters involved and such statements shall be deemed
qualified in their entirety by such reference.
The
Registration Statement and the exhibits and schedules thereto filed with the
Commission may be inspected, without charge, and copies may be obtained at
prescribed rates, at the public reference facility maintained by the Commission
at its principal office at the Commission’s Public Reference Room, 100 F.
Street, N.E., Washington, D.C. 20549. The Commission also maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.
28
TABLE OF
CONTENTS
|
||||
Page
|
||||
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
|||
CONSOLIDATED
FINANCIAL STATEMENTS
|
||||
Balance
Sheets
|
F-2
|
|||
Statements
of Operations
|
F-3
|
|||
Statements
of Changes in Stockholders' Deficiency
|
F-4
|
|||
Statements
of Cash Flows
|
F-5
|
|||
Notes
to Financial Statements
|
F-6
to F-9
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
Sharp
Performance, Inc.
We
have audited the accompanying consolidated balance sheets of Sharp Performance,
Inc. (A Development Stage Company) (the “Company”) as of June 30, 2010 and 2009,
and the related statements of operations, changes in stockholders’ deficiency,
and cash flows for each of the two years ended June 30, 2010 and 2009, and for
the period from June 5, 2008 (inception) to June 30, 2010. The
Company’s management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable
basis for our opinion.
In our
opinion, consolidated the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of June 30,
2010 and 2009, and the results of its operations and its cash flows for each of
the two years ended June 30, 2010 and 2009, and the period from June 5, 2008
(inception) to June 30, 2010, in conformity with accounting principles generally
accepted in the United States of America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2, the
Company has incurred significant losses from operations since its inception and
has a working capital deficiency. These conditions raise substantial doubt about
the Company’s ability to continue as a going concern. Management’s plans in
regard to these matters are described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/
Bernstein & Pinchuk LLP
September
30, 2010
New
York, NY
F-1
Sharp
Performance, Inc. and Subsidiary
|
||||||||
(A
Development Stage Company)
|
||||||||
Consolidated
Balance Sheets
|
||||||||
June
30,
|
||||||||
ASSETS
|
||||||||
2010
|
2009
|
|||||||
Current
Assets
|
||||||||
Cash
and cash equivalents
|
$ | 1,788 | $ | 4,305 | ||||
Total
Current Assets
|
1,788 | 4,305 | ||||||
TOTAL
ASSETS
|
$ | 1,788 | $ | 4,305 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
|
||||||||
Current
Liabilities
|
||||||||
Accrued
audit fee
|
$ | 7,500 | $ | 10,000 | ||||
Due
to related party
|
10,670 | 670 | ||||||
Total
Current Liabilities
|
18,170 | 10,670 | ||||||
Stockholders'
Deficiency
|
||||||||
Preferred
Stock, $.0001 par value, 1,000,000 shares
authorized,
|
||||||||
none
issued
|
- | - | ||||||
Common
stock, $.0001 par value, 74,000,000 shares authorized,
|
||||||||
5,038,500
shares issued and outstanding, as of
|
||||||||
June
30, 2010 and 2009, respectively
|
504 | 504 | ||||||
Additional
paid-in capital
|
3,346 | 3,346 | ||||||
Deficit
accumulated during development stage
|
(20,232 | ) | (10,215 | ) | ||||
Total
Stockholders' Deficiency
|
(16,382 | ) | (6,365 | ) | ||||
$ | 1,788 | $ | 4,305 |
See
Notes to Consolidated Financial Statements
F-2
Sharp
Performance, Inc.and Subsidiary
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Consolidated
Statements Of Operations
|
||||||||||||
Cumulative
During the
|
||||||||||||
Development
Stage
|
||||||||||||
June
5, 2008
|
||||||||||||
(Inception)
|
||||||||||||
Years
Ended June 30
|
Through
|
|||||||||||
2010
|
2009
|
June
30, 2010
|
||||||||||
Revenues
|
$ | 300 | $ | 4,000 | $ | 4,300 | ||||||
General
and Adminstrative Expense:
|
||||||||||||
Rent
expense-related party
|
- | 1,300 | 1,300 | |||||||||
Service
expense-related party
|
405 | 1,300 | 1,705 | |||||||||
Professional
fees
|
1,250 | - | 1,250 | |||||||||
Audit
expense
|
7,500 | 10,000 | 17,500 | |||||||||
Others
|
1,162 | 945 | 2,777 | |||||||||
Total
Expenses
|
10,317 | 13,545 | 24,532 | |||||||||
Net
loss
|
$ | (10,017 | ) | $ | (9,545 | ) | $ | (20,232 | ) | |||
Basic
and diluted loss per share
|
$ | (0.0020 | ) | $ | (0.0019 | ) | ||||||
Weighted
average common shares outstanding
|
5,038,500 | 5,034,625 |
See
Notes to Consolidated Financial Statements
F-3
Sharp
Performance, Inc. and Subsidiary
|
||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||
Consolidated
Statements Of Changes In Stockholders' Deficiency
|
||||||||||||||||||||
Period
from June 5, 2008 (Inception) to June 30, 2010
|
||||||||||||||||||||
Common
stock
|
|
|||||||||||||||||||
Shares
|
Amount
|
Additional
Paid-in capital
|
Deficit
accumulated
during
development stage
|
Total
Stockholders' Deficiency
|
||||||||||||||||
Common
shares issued for acquiring the LLC
|
5,000,000 | $ | 500 | $ | (500 | ) | $ | - | $ | - | ||||||||||
Net
loss
|
(670 | ) | (670 | ) | ||||||||||||||||
Balance
as of June 30, 2008
|
5,000,000 | 500 | (500 | ) | (670 | ) | (670 | ) | ||||||||||||
Insurance
of common stock for cash at $.10
|
38,500 | 4 | 3,846 | - | 3,850 | |||||||||||||||
Net
loss
|
- | - | - | (9,545 | ) | (9,545 | ) | |||||||||||||
Balance
as of June 30, 2009
|
5,038,500 | 504 | 3,346 | (10,215 | ) | (6,365 | ) | |||||||||||||
Net
loss
|
- | - | - | (10,017 | ) | (10,017 | ) | |||||||||||||
Balance
as of June 30, 2010
|
5,038,500 | $ | 504 | $ | 3,346 | $ | (20,232 | ) | $ | (16,382 | ) |
See
Notes to Consolidated Financial Statements
F-4
Sharp
Performance, Inc. and Subsidiary
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Consolidated
Statements Of Cash Flows
|
||||||||||||
Cumulative
During the
|
||||||||||||
Development
Stage
|
||||||||||||
June
5, 2008
|
||||||||||||
June
30,
|
(Inception)
|
|||||||||||
Through
|
||||||||||||
2010
|
2009
|
June
30, 2010
|
||||||||||
Cash
flows from operating activities
|
||||||||||||
Net
loss
|
$ | (10,017 | ) | $ | (9,545 | ) | $ | (20,232 | ) | |||
Change
in operating liabilities
|
||||||||||||
Accrued
audit fee
|
(2,500 | ) | 10,000 | 7,500 | ||||||||
Net
cash provided by (used in) operating activities
|
(12,517 | ) | 455 | (12,732 | ) | |||||||
Cash
flows from financing activities
|
||||||||||||
Funds
provided by related party
|
10,000 | - | 10,670 | |||||||||
Proceeds
from sales of common stock
|
3,850 | 3,850 | ||||||||||
Net
cash provided by financing activities
|
10,000 | 3,850 | 14,520 | |||||||||
Net
(decrease) increase in cash
|
(2,517 | ) | 4,305 | 1,788 | ||||||||
Cash
and Cash equivalents at beginning of period
|
4,305 | - | - | |||||||||
Cash
and Cash equivalents at end of period
|
$ | 1,788 | $ | 4,305 | $ | 1,788 | ||||||
Supplemental
disclosures of cash flow information:
|
||||||||||||
Interest
paid
|
$ | - | $ | - | ||||||||
Income
taxes paid
|
$ | - | $ | - | ||||||||
Other
non-cash transactions:
|
See
Notes to Consolidated Financial Statements
F-5
SHARP
PERFOMANCE, INC. AND SUBSIDIARY
(A
Development Stage Company)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009
Note
1 - Nature of Business and Summary of Significant Accounting
Policies
Organization
Sharp
Performance, Inc. (A Development Stage Company) (the “Company”) and Sharp
Performance Associates LLC (“LLC”) were incorporated on June 5, 2008 (Date of
Inception) under the laws of the State of Nevada. There were no
operations or assets prior to that date. We accounted for the acquisition
of LLC by the Company on June 5, 2008 as an exchange of shares under common
control for 100% ownership of LLC and the right to the GT-33 customization
package of LLC. LLC was created solely as a separate entity to
hold the rights of the GT-33 package. All financial information
is presented as if the acquisition occurred on the Date of
Inception.
Nature
of Operations
The
Company provides consulting services to the sales and marketing sectors of the
automotive industry. These services include but are not limited to the training
of staff, development and implementation of general and marketing strategies,
dealership presentation as well as customer satisfaction
improvement. The Company services dealerships throughout the New
England area. By providing these services, the Company intends to
differentiate dealer inventory and service enhancing their sales volume and
profitability.
The
heart of the Company’s business model is the introduction of the limited
production GT-33 based on the Nissan 350Z. The base model is
upgraded for a front spoiler, rear wing and racing graphics. These
specialty models attract attention and positively affect dealership profits and
increase public exposure. While the current product offerings revolve
around the GT-33, the customization processes and methodologies of the Company
can be applied to any care to elevate a dealership to the next
tier.
Additionally,
the Company has branched out to include marketing companies as its client’s. The
Company is working with these marketing companies to open up strategic
partnerships for sales and distribution of marketing related
products.
The
Company is considered to be a development stage company in its start up phase of
operations.
NOTE
2 - Summary of Significant Accounting Policies
Basis
of Presentation
The
Company reports revenue and expenses using the accrual method of accounting for
financial and tax reporting purposes. These financial statements should be read
in conjunction with the financial statements attached to this
report.
The
report of the Company's independent registered public accounting firm on the
Company's financial statements for the fiscal years ended June 30, 2010 and 2009
contains an explanatory paragraph regarding the Company's ability to continue as
a going concern based upon the Company's history of net losses since its
inception.
Going
Concern
The
report of the Company's independent registered public accounting firm on the
Company's financial statements for the fiscal years ended June 30, 2010 and 2009
contains an explanatory paragraph regarding the Company's ability to continue as
a going concern based upon the Company's history of net losses since its
inception.
We
have not yet earned substantial revenues from our business operations.
Accordingly, we may be required to raise cash from sources other than our
operations in order to continue our business plan. We may raise this additional
capital either through debt or equity. No assurance can be given that such
efforts will be successful. We have no specific plans at present for raising
additional capital.
Since
our inception, we have been engaged in marketing our services to automotive
dealers . Given the economic environment, the Company has curtailed its services
until such time that the automotive retail situation improves. Business planning
activities, include the a) launch of our preliminary marketing campaigns for the
GT-33; b) development of our economic models and financial forecasts, and c)
identifying future sources of capital.
We
have launched our initial operations but can give no assurance as to the date
which we will be fully operational. Additionally, we can give no assurances to
when our customer base will be at the point of critical mass.
F-6
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires Management to make estimates and assumptions that
affect the reported amounts of assets and
liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ significantly from those
estimates.
Cash
and Cash Equivalents
For
the purpose of the statements of cash flows, all highly liquid investments with
an original maturity of three months or less are considered to be cash
equivalents. At June 30, 2010 and June 30, 2009, all cash and cash
equivalents were included as bank deposits.
Revenue
Recognition
The
Company relies on Accounting Standard Codification 604, “Revenue Recognition,”
(“ASC 604”) to recognize its revenue. ASC 604 states that revenue generally is
realized or realizable and earned when all of the following criteria are met:
(1) persuasive evidence of an arrangement exists, (2) delivery has
occurred or services have been rendered, (3) the seller’s price to the
buyer is fixed or determinable, and (4) collectability is reasonably
assured.
Rent
Expense-Related party
Rent
expense represents charges by the Chairman of the Board and Chief Executive
Officer for the use of his private residence as an office.
Service
Expense- Related Party
Service
Expense represents salaries paid to its Chairman of the Board and Chief
Executive Officer.
Advertising
Expense
The
Company has not incurred any advertising expense and does not plan to incur
advertising expenses in the future.
Audit
Expense
Audit
Expense represents expenses accrued in association with the attest function of
the Independent auditor.
Accounting
Standards Codification 450, “Contingencies”, requires that all liabilities that
have been incurred at balance sheet date, where the amount can be reasonably
estimated, should be accrued.
The
Company’s position is that the liability has been incurred at June 30, 2010 as
the audit has to be done for that year and the amount is defined in the
engagement letter. The audit fee has been determined as
$7,500.
In
addition under the matching principle of accounting, the expense for the audit
of any particular period should be recorded in that period.
Earnings
(Loss) per share
In
accordance with Accounting Standards Codification 260, “Earnings per Share,” the
Company presents basic earnings (loss) per share and diluted earnings (loss) per
share. Basic earnings (loss) per share is computed by dividing net income (loss)
attributable to holders of common shares by the weighted average number of
common shares outstanding during the year. Diluted earnings per share
reflect the potential dilution that could occur if securities or other contracts
to issue common shares were exercised or converted into common shares. As
of the balance sheet date, there are no dilutive
securities.
F-7
Other
Expenses
Other
expenses represent fees paid to the Federal government, State of Nevada, State
of Connecticut as well as banking and public filing fees.
Income
Taxes
The
Company records income tax expense as incurred.
Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes will be classified as current or non-current, depending
on the classification of assets and liabilities to which they
relate.
Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.
NOTE
3 - Loan from Related Party
On May
21, 2008, the Company received a loan from its Chairman and Chief Executive
Officer, Robert Sharp, in the amount of $670. Mr. Sharp lent the
Company an additional 10,000 during Fiscal year 2010. The loans bear
no interest and are due on demand. Since these amounts are
non-interest bearing and relate to the payment of operating expenses
and were paid directly by Mr. Sharp pursuant to Accounting Standards
Codification 230, “Statement of Cash Flows.” Subsequent to the
Balance Sheet date, Mr. Sharp paid $7,500 on behalf of the Company to Bernstein
and Pinchuk, auditors for the Company.
NOTE
4 - Stockholder’s Deficiency
The
Company is authorized to issue 1,000,000 shares of preferred stock at $0.0001
par value and 74,000,000 shares of common stock at $0.0001 par value. As of June
30, 2010 and 2009, the Company had 5,038,500 shares of common stock
outstanding and no shares of preferred stock outstanding,
respectively.
NOTE
5 - Commitments and Contingencies
The
Company is not presently involved in any litigation.
F-8
NOTE
6 – Subsequent Events
The Company has evaluated events
subsequent to June 30, 2010 and through the date these consolidated financial
statements were issued to assess the need for potential recognition or
disclosure in this report and there have been no subsequent events that warrant
disclosure by the Company.
F-9
As of the
effectiveness of our Registration Statement, we will be required to file
periodic and current reports with the Commission pursuant to Section 13 or 15 of
the Securities Exchange Act of 1934, as amended. Each filing we make with the
Commission is immediately available to the public for inspection and copying at
the Commission’s Public Reference Room and the web site of the Commission
referred to above or by calling the Commission at 1-800-SEC-0330.
You may
request, and we will voluntarily provide, a copy of our filings, including our
annual report, which will contain audited financial statements, at no cost to
you, by writing or telephoning us at the following address:
Sharp
Performance, Inc.
12 Fox
Run
Sherman,
CT 06784-1741
(203)
746-8478
You
should rely only on the information incorporated by reference or contained in
this Prospectus. We have not authorized any dealer, salesperson or other person
to give you different information. This Prospectus does not constitute an offer
to sell nor are they seeking an offer to buy the securities referred to in this
Prospectus in any jurisdiction where the offer or sale is not permitted. The
information contained in this Prospectus and the documents incorporated by
reference are correct only as of the date shown on the cover page of these
documents, regardless of the time of the delivery of these documents or any sale
of the securities referred to in this Prospectus.
SHARP
PERFORMANCE, INC.
38,500
SHARES
OF
COMMON
STOCK
PROSPECTUS
_______,
2010
PART
II – INFORMATION NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
The
estimated costs of this offering are as follows:
Securities
and Exchange Commission registration fee
|
$ | 0.43 | ||
Transfer
Agent Fees*
|
$ | 100.00 | ||
Accounting
fees and expenses*
|
$ | 7,500.00 | ||
Legal
fees and expenses**
|
$ | 30,000.00 | ||
Edgar
filing, printing and engraving fees*
|
$ | 2,500.00 | ||
TOTAL
|
$ | 40,100.43 |
*Indicates
expenses that have been estimated for filing purposes.
**A
portion of these fees are being deferred by our prior law firm, until such time
as we have sufficient resources.
All
amounts are estimates other than the Securities and Exchange 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 security holders. The selling security holders,
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
As
permitted by the provisions of the Nevada Revised Statutes (the “Nevada Revised
Statutes”), we have the power to indemnify any person made a party to an action,
suit or proceeding by reason of the fact that they are or were a director,
officer, employee or agent of our company, against expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by them in
connection with any such action, suit or proceeding if they acted in good faith
and in a manner which they reasonably believed to be in, or not opposed to, our
best interest and, in any criminal action or proceeding, they had no reasonable
cause to believe their conduct was unlawful. Termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which they reasonably believed
to be in or not opposed to our best interests, and, in any criminal action or
proceeding, they had no reasonable cause to believe their conduct was
unlawful.
We must
indemnify a director, officer, employee or agent who is successful, on the
merits or otherwise, in the defense of any action, suit or proceeding, or in
defense of any claim, issue, or matter in the proceeding, to which they are a
party because they are or were a director, officer employee or agent, against
expenses actually and reasonably incurred by them in connection with the
defense.
We may
provide to pay the expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding as the expenses are incurred and in
advance of the final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that they
are not entitled to be indemnified by us.
The
Nevada Revised Statutes also permit a corporation to purchase and maintain
liability insurance or make other financial arrangements on behalf of any person
who is or was:
|
·
|
a
director, officer, employee or agent of the corporation;
or
|
|
·
|
is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.
|
Such
coverage may be for any liability asserted against them and liability and
expenses incurred by them in their capacity as a director, officer, employee or
agent, or arising out of their status as such, whether or not the corporation
has the authority to indemnify them against such liability and
expenses.
Securities
and Securities and Exchange Commission Position Regarding Indemnification
Liabilities Arising Under the Securities Act
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed 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.
Item 15. Recent Sales of
Unregistered Securities
We
acquired our operating business in a transaction on June 5, 2008, in which we
exchanged 5,000,000 shares of common stock for an assignment of 100% of the
ownership interests in Sharp Performance Associates, LLC.
From
July 6, 2008 to September 16, 2008, we issued 38,500 shares of common stock to
41 individuals and entities at a price of $0.10 per share, for total proceeds of
$3,850.00. These security holders had an opportunity to ask questions of and
receive answers from our executive officers and were provided with access to our
documents and records in order to verify the information
provided.
The
foregoing issuances of securities were effected pursuant to the exemption from
the registration requirements of the Securities Act provided by Regulation D. We
conducted the private placement without any general solicitation or
advertisement and restrictions on resale. We provided all investors in the
private placement with a subscription agreement.
Item
16. Exhibits and Financial Statement Schedules
Exhibit
Number
|
Description
|
|
3.1
|
Articles
of Incorporation*
|
|
3.2
|
Bylaws*
|
|
4.1
|
Specimen
Common Stock Certificate*
|
|
5.1
|
Legal
Opinion of Krieger & Prager, LLP regarding the legality of the
securities being registered**
|
|
5.2
|
Legal
Opinion of Anslow & Jaclin, LLP regarding the legality of the
securities being registered***
|
|
10.1
|
Form
of Subscription Agreement**
|
|
10.1A
|
Subscription
Agreement, including Investor Questionnaire **
|
|
10.2
|
LLC
Contribution Agreement*
|
|
21.1
|
Subsidiaries
of Registrant**
|
|
23.1
|
Consent
of Bernstein & Pinchuk LLP, Chartered
Accountants***
|
|
23.2
|
Consent
of Krieger & Prager, LLP (contained in Exhibit
5.1)
|
|
23.3
|
Consent
of Anslow & Jaclin, LLP (contained in Exhibit
5.2)
|
*
Filed with Registration
Statement on Form S-1 filed on September 23, 2009
**
Filed with Registration
Statement on Form S-1/A filed on March 12, 2010
***
Filed herewith
Item
17. Undertaking
The
undersigned registrant hereby undertakes:
1. To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:
i. include
any Prospectus required by Section 10(a)(3) of the Securities Act of
1933;
ii. 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; and
iii.
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
2.
That, for
the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering 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. That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser, 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.
5.
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, as amended, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in New Fairfield, Connecticut, on October
13, 2010.
SHARP
PERFORMANCE, INC.
|
||
By:
|
/s/ Robert J. Sharp
|
|
Robert
J. Sharp
|
||
President,
Principal Executive Officer, Principal
|
||
Financial
Officer, Chairman of the Board of
Directors
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following person in the capacities and on the
date indicated.
October
13, 2010
By:
|
/s/ Robert J. Sharp
|
Robert
J. Sharp
|
|
President,
Principal Executive Officer, Principal
|
|
Financial
Officer, Chairman of the Board of
Directors
|
EXHIBIT
INDEX
Exhibits
and Financial Statement Schedules
Exhibit
Number
|
Description
|
|
3.1
|
Articles
of Incorporation*
|
|
3.2
|
Bylaws*
|
|
4.1
|
Specimen
Common Stock Certificate*
|
|
5.1
|
Legal
Opinion of Krieger & Prager, LLP regarding the legality of the
securities being registered**
|
|
5.2
|
Legal
Opinion of Anslow & Jaclin, LLP regarding the legality of the
securities being registered***
|
|
10.1
|
Form
of Subscription Agreement**
|
|
10.1A
|
Subscription
Agreement, including Investor Questionnaire **
|
|
10.2
|
LLC
Contribution Agreement*
|
|
21.1
|
Subsidiaries
of Registrant**
|
|
23.1
|
Consent
of Bernstein & Pinchuk LLP, Chartered
Accountants***
|
|
23.2
|
Consent
of Krieger & Prager, LLP (contained in Exhibit
5.1)
|
|
23.3
|
Consent
of Anslow & Jaclin, LLP (contained in Exhibit
5.2)
|
*
Filed with Registration Statement on Form S-1 filed on September 23,
2009
** Filed
with Registration Statement on Form S-1/A filed on March 12,
2010
*** Filed
herewith