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EX-23.1 - CITRINE GLOBAL, CORP. | v199352_ex23-1.htm |
An
Exhibit List can be found on page II-2.
Registration
No. 333-168527
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 3 to
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
PROGAMING
PLATFORMS CORP.
(Exact
name of Registrant as specified in its charter)
Delaware
|
7990
|
98-0663823
|
(State
or other jurisdiction of
|
(Primary
Standard Industrial
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Classification
Code)
|
Identification
No.)
|
60 Mazeh
Street, Apartment 12,
Tel Aviv,
65789, Israel
Tel:
+972-54-222-9702
(Address
and telephone number of Registrant's principal executive offices)
ProGaming
Platforms Corp.
113
Barksdale Professional Center
Newark,
DE 19711
Tel.
302-266-9367
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies of
all Correspondence to:
SRK Law
Offices
7
Oppenheimer St.
Rabin
Science Park
Rehovot,
Israel
Telephone
No.: (718) 360-5351
Facsimile
No.: (011) (972) 8-936-6000
Approximate
date of commencement of proposed sale to the public: From time to time after the
effective date of this Registration Statement.
If any
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, other
than securities offered only in connection with dividend or interest
reinvestment plans, 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, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small 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 ¨
|
Smaller
reporting company x
|
Calculation
of Registration Fee
Title of Class of
Securities to be
Registered
|
Amount to be
Registered(¹)
|
Proposed
Maximum
Offering Price
Per Share
|
Proposed
Maximum
Aggregate
Offering Price(²)
|
Amount of
Registration Fee
|
||||||||||||
Common
Stock, $0.0001 per share
|
2,000,000 | $ | 0.05 | $ | 100,000 | $ | 7.13 | |||||||||
Total
|
2,000,000 | $ | 0.05 | $ | 100,000 | $ | 7.13 |
(¹)
|
In the event of a stock split,
stock dividend or similar transaction involving our common stock, the
number of shares registered shall automatically be increased to cover the
additional shares of common stock issuable pursuant to Rule 416 under the
Securities Act of 1933, as
amended.
|
(²)
|
Estimated solely for the purpose
of calculating the registration fee pursuant to Rule 457(o) under the
Securities Act of 1933.
|
The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PRELIMINARY
PROSPECTUS, SUBJECT TO COMPLETION, DATED OCTOBER 19, 2010
PROGAMING
PLATFORMS CORP.
2,000,000
Shares of Common Stock
This
prospectus relates to our initial public offering of 2,000,000 new shares of our
common stock at an offering price of $0.05 per share. The offering will commence
promptly after the date of this prospectus and close no later than 180 days
after the date of this prospectus. However, we may extend the offering for up to
90 days following the 180-day offering period. We will pay all expenses incurred
in this offering. The common stock is being offered by us on a no-minimum basis.
Since there are no minimum purchase requirements, we may not receive any
proceeds or we may receive only minimal proceeds from this offering. To the
extent that we receive funds in this offering, they will be immediately
available for our use since we have no arrangements to place funds in escrow,
trust or similar account.
The
offering is a self-underwritten offering; there will be no underwriter involved
in the sale of these securities. We are offering our shares of common stock on a
best efforts basis. This means there is no guarantee that we will be able to
sell all or any of the shares being offered. We intend to offer the securities
through our officers and Directors, who will not be paid any commission or any
other form of compensation for such sales.
OUR
BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR COMMON STOCK WILL
ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS
DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE 8 BEFORE INVESTING
IN OUR COMMON STOCK.
Prior to
this offering, there has been no public market for our common stock and we have
not applied for listing or quotation on any public market. We have arbitrarily
determined the offering price of $0.05 per share offered hereby. The offering
price bears no relationship to our assets, book value, earnings or any other
customary investment criteria. After the effective date of the registration
statement, we intend to have a market maker file an application with the
Financial Industry Regulatory Authority (“FINRA”) to have our common stock
quoted on the OTC Bulletin Board. We currently have no market maker who is
willing to list quotations for our stock. There is no assurance that an active
trading market for our shares will develop, or, if developed, that it will be
sustained.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The
information in this prospectus is not complete and may be amended. We may not
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 an offer to buy these securities in
any state where the offer or sale is not permitted.
2
Page
No.
|
|
Part I
|
|
Summary
Information
|
6
|
Summary
Financial Data
|
7
|
Risk
Factors
|
8
|
Cautionary
Statement Regarding Forward-Looking Statements
|
18
|
Use
of Proceeds
|
19
|
Determination
of Offering Price
|
19
|
Dilution
|
19
|
Plan
of Distribution
|
20
|
Legal
Proceedings
|
22
|
Directors,
Executive Officers, Promoters and Control Persons
|
22
|
Security
Ownership of Certain Beneficial Owners and Management
|
25
|
Description
of Securities
|
26
|
Interests
of Named Experts and Counsel
|
28
|
Disclosure
of SEC Position on Indemnification for Securities Act
Liabilities
|
28
|
Description
of Business
|
29
|
Where
You Can Get More Information
|
34
|
Description
of Property
|
34
|
Management’s
Discussion and Analysis or Plan of Operation
|
34
|
Critical
Accounting Policies
|
38
|
Certain
Relationships and Related Transactions
|
39
|
Market
for Common Equity and related Stockholder Matters
|
40
|
Executive
Compensation
|
41
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
|
41
|
Index
to Financial Statements
|
F-1
|
3
4
Until
(90 days after the effective date of this prospectus), all dealers that effect
transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealers’
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
5
This
summary highlights certain information contained elsewhere in this prospectus.
You should read the entire prospectus carefully, including our financial
statements and related notes, and especially the risks described under "Risk
Factors" beginning on page 8. All references to "we," "us," "our," "ProGaming
Platforms," "Company," ”Registrant” or similar terms used in this prospectus
refer to ProGaming Platforms Corp.
Corporate
Background
We were
incorporated in Delaware on May 26, 2010. We are a development stage company
that has not generated any revenues to date. We are a software company currently
focused on developing an online gaming platform for players competing in games
of skill, and intend to enter into licensing agreements with online game service
providers in the United States in order to allow them to offer games of skill on
our platform as part of their member services.
Our
offices are currently located at 60 Mazeh Street, Apartment 12, Tel Aviv, 65789,
Israel. Our telephone number is +972-54-222-9702. We have secured a domain name
but do not currently have an operating website. Our fiscal year end is December
31.
Our
auditors have issued an audit opinion which includes a statement describing
their doubts about whether we will continue as a going concern. In addition, our
financial status creates substantial doubt whether we will continue as a going
concern.
The
Offering
Shares
being offered
|
Up
to 2,000,000 shares of our common stock.
|
|
Offering
price
|
$0.05
per share of common stock.
|
|
Terms
of the offering
|
The
offering will commence when the Securities and Exchange Commission
declares this prospectus effective. The offering will terminate upon the
earlier of the sale of all the 2,000,000 shares of common stock being
offered or 180 days unless it is extended for an additional 90
days.
|
|
Number
of shares outstanding before the offering
|
3,000,000
|
|
Number
of shares outstanding after the offering if all the shares are
sold
|
5,000,000
|
|
Our
executive officers and Directors currently hold 50.83% of our shares, and,
as a result, they will exercise control over our direction. After the
offering, our officers and Directors will hold approximately 30.50% if we
are successful at selling all the shares offered.
|
||
Market
for the common stock
|
There
is no public market for our common stock. After the effective date of the
registration statement, we intend to have a market maker file an
application on our behalf with FINRA to have our common stock quoted on
the OTC Bulletin Board. We currently have no market maker who is willing
to list quotations for our stock. There is no assurance that a trading
market will develop, or, if developed, that it will be sustained.
Consequently, a purchaser of our common stock may find it difficult to
resell the securities offered herein should the purchaser desire to do so
when eligible for public resale.
|
|
Use
of proceeds
|
If
we are successful at selling all the shares we are offering, our gross
proceeds from this offering will be approximately $100,000. We intend to
use these proceeds to execute our business
plan.
|
6
The
following summary financial information for the period from May 26, 2010 (date
of inception) through June 30, 2010, includes statement of operations and
balance sheet data from our audited financial statements. The information
contained in this table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition or Plan of Operation" and the
financial statements and accompanying notes included in this
prospectus.
For the
Period
from
inception
(May 26,
2010)
through
June 30,
2010
|
||||
Total
Revenues
|
$ | - | ||
Income
(Loss) from Operations
|
(1,000 | ) | ||
Other
Income (Expense)
|
- | |||
Net
Income (Loss)
|
(1,000 | ) | ||
Basic
Earnings (Loss) per Share
|
(0.00 | ) | ||
Diluted
Earnings (Loss) per Share
|
(0.00 | ) |
As of June
30, 2010
|
||||
Total
Assets
|
$ | 19,500 | ||
Total
Current Liabilities
|
20,500 | |||
Shareholders’
Deficit
|
(1,000 | ) | ||
Total
liabilities and shareholders’ deficit
|
19,500 |
7
RISK
FACTORS
An
investment in our common stock involves a high degree of risk. You should
carefully consider the following factors and other information in this
prospectus before deciding to invest in us. If any of the following risks
actually occurs, our business, financial condition, results of operations and
prospects for growth would likely suffer. As a result, you could lose all or
part of your investment.
Risks
Relating to Our Lack of Operating History
1.
|
Our business is at an early stage
of development and we may not develop an online gaming platform that can
be commercialized.
|
The
success of our business is dependent on our ability to develop successfully our
online gaming platform, and to secure licensing agreements with existing online
game service providers in the United States. Our ability to achieve these goals
is unproven, and the lack of operating history makes it difficult to validate
our business plan. In addition, the success of our business plan is dependent
upon acceptance of our platform by the online gaming community. Should the
target market not be as responsive as we anticipate, we will not have in place
alternate services or products that we can offer to ensure our continuing as a
going concern .
Management
believes that a net investment of $80,000 will be sufficient to enable us to
complete development of our online gaming platform, commence sales, and continue
our planned activities for approximately 12 months after the offering. We also
expect to continue to incur operating losses in future periods. These losses
will occur because we do not yet have any revenues to offset the expenses
associated with the development and marketing of our online platform. We cannot
guarantee that we will ever be successful in generating revenues in the future.
We recognize that if we are unable to generate revenues, we will not be able to
earn profits or continue operations.
2.
|
We have a history of operating
losses and we may not achieve future revenues or operating
profits.
|
We have
incurred net losses of $1,000 for the period from May 26, 2010 (date of
inception) through June 30, 2010. We anticipate generating losses until we are
able to generate revenues. We do not anticipate generating revenues before the
second half of 2012. Therefore, we may be unable to continue operations in the
future as a going concern. No adjustment has been made in the accompanying
financial statements to the amounts and classification of assets and liabilities
which could result should we be unable to continue as a going concern. If we
cannot continue as a viable entity, our stockholders may lose some or all of
their investment in us.
3.
|
We
have a going concern opinion from our auditors indicating the possibility
that we may not be able to continue to operate
.
|
Our
independent auditors included an explanatory paragraph in their report on the
accompanying financial statements regarding concerns about our ability to
continue as a going concern. As a result, we may not be able to obtain
additional necessary funding. There can be no assurance that we will ever
achieve any revenues or profitability. The revenue and income potential of our
proposed business and operations are unproven, and the lack of operating history
makes it difficult to evaluate the future prospects of our
business.
4.
|
We have a limited operating
history on which investors may evaluate our operations and prospects for
profitable operations.
|
We were
incorporated on May 26, 2010. We currently have no agreements with online game
service providers nor any revenues. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and we can
provide investors with no assurance that we will generate any operating revenues
or ever achieve profitable operations. If we are unsuccessful in addressing
these risks, our business will most likely fail.
8
5.
|
Our business plan may be
unsuccessful.
|
The
success of our business plan is dependent on our ability to develop successfully
our online gaming platform and to secure licensing agreements with existing
online game service providers in the United States. Our ability to develop
software for this market is unproven, and the lack of operating history makes it
difficult to validate our business plan. In addition, the success of our
business plan is dependent upon acceptance of our platform by the online gaming
community. Should the target market not be as responsive as we anticipate, we
will not have in place alternate services or products that we can offer to
ensure our continuing as a going concern .
6.
|
Our officers have no experience
in operating an online gaming
platform.
|
Since our
officers and Directors have no experience in operating an online gaming
platform, they may make inexperienced or uninformed decisions regarding the
development of software for this market, the operation of our business, or the
marketing of our platform, which could harm our business and result in our
having to suspend or cease operations, which could cause investors to lose their
entire investment.
Risks
Relating to Our Business
7.
|
Our executive officers and
Directors have significant voting power and may take actions that may be
different than actions sought by our other
stockholders.
|
If we are
successful in selling all 2,000,000 shares being offered in this prospectus, our
officers and Directors will own approximately 30.5% of the outstanding shares of
our common stock.
These
stockholders will be able to exercise significant influence over all matters
requiring stockholder approval. This influence over our affairs might be adverse
to the interest of our other stockholders. In addition, this concentration of
ownership could delay or prevent a change in control and might have an adverse
effect on the market price of our common stock.
8.
|
Our officers and Directors are
located in Israel and our assets may also be held from time to time
outside of the United
States.
|
Since all
of our officers and Directors are located in Israel, any attempt to enforce
liabilities upon such individuals under the U.S. securities and bankruptcy laws
may be difficult.
In
accordance with the Israeli Law on Enforcement of Foreign Judgments, 5718-1958,
and subject to certain time limitations (the application to enforce the judgment
must be made within five years of the date of judgment or such other period as
might be agreed between Israel and the United States), an Israeli court may
declare a foreign civil judgment enforceable if it finds that:
|
•
|
the judgment was rendered by a
court which was, according to the laws of the State in which the court is
located, competent to render the
judgment;
|
|
•
|
the judgment may no longer be
appealed;
|
|
•
|
the obligation imposed by the
judgment is enforceable according to the rules relating to the
enforceability of judgments in Israel and the substance of the judgment is
not contrary to public policy;
and
|
|
•
|
the judgment is executory in the
State in which it was given.
|
An
Israeli court will not declare a foreign judgment enforceable if:
|
•
|
the judgment was obtained by
fraud;
|
|
•
|
there is a finding of lack of due
process;
|
9
|
•
|
the judgment was rendered by a
court not competent to render it according to the laws of private
international law in Israel;
|
|
•
|
the judgment is in conflict with
another judgment that was given in the same matter between the same
parties and that is still valid;
or
|
|
•
|
the time the action was
instituted in the foreign court, a suit in the same matter and between the
same parties was pending before a court or tribunal in
Israel.
|
Furthermore,
Israeli courts may not adjudicate a claim based on a violation of U.S.
securities laws if the court determines that Israel is not the most appropriate
forum in which to bring such a claim. Even if an Israeli court agrees to hear
such a claim, it may determine that Israeli law, not U.S. law, is applicable to
the claim. If U.S. law is found to be applicable, the content of applicable U.S.
law must be proven as a fact, which can be a time-consuming and costly
process.
Our
assets may also be held from time to time outside of the United States.
Currently, the only asset of ours that is held outside of the United States is a
proof of concept server that will be used to test our online gaming platform.
Since our Directors and executive officers are foreign citizens and do not
reside in the United States, it may be difficult for courts in the United States
to obtain jurisdiction over our foreign assets or persons, and as a result, it
may be difficult or impossible for you to enforce judgments rendered against us
or our Directors or executive officers in United States courts. Thus, investing
in us may pose a greater risk because should any situation arise in the future
in which you would have a cause of action against these persons or against us,
you may face potential difficulties in bringing lawsuits or, if successful, in
collecting judgments against these persons or against the Company.
9.
|
We may not be able to raise the
required capital to conduct our operations and develop and commercialize
our product.
|
We were
incorporated on May 26, 2010. We currently have not completed development of our
online gaming platform and we have no agreements with online game service
providers, nor any revenues. Although we have begun development and initial
planning for the marketing of our online gaming platform, we may not be able to
execute our business plan unless and until we are successful in raising funds in
this offering. We anticipate that we will require the gross proceeds we hope to
raise from the sale of shares offered under this offering in an amount of
$100,000 to commence operations and continue our planned activities during the
next twelve months. If the securities being offered under this prospectus are
not fully subscribed for or if we do not generate any revenues during our first
year of operations, we may require additional financing in order to establish
profitable operations. Such additional financing, if required, may not be
forthcoming. Even if additional financing is available, it may not be available
on terms we find favorable. Failure to secure any needed additional financing
may have a serious effect on our company's ability to survive. At this time,
there are no anticipated additional sources of funds in place.
If we
continue to suffer losses, investors may not receive any return on their
investment and may lose their entire investment. Our prospects must be
considered speculative in light of the risks, expenses, and difficulties
frequently encountered by companies in their early stages of development,
particularly in light of the uncertainties relating to the new, competitive and
rapidly evolving markets in which we anticipate we will operate. To attempt to
address these risks, we must, among other things, further develop our technology
and product, successfully implement our development, marketing and
commercialization strategies, respond to competitive developments, and attract,
retain, and motivate qualified personnel. A substantial risk is involved in
investing in us because, as an early stage company we have fewer resources than
an established company, our management may be more likely to make mistakes at
such an early stage, and we may be more vulnerable operationally and financially
to any mistakes that may be made as well as to external factors beyond our
control.
We expect
to continue to incur operating losses in future periods. These losses will occur
because we do not yet have any revenues to offset the expenses associated with
the development and promotion of our platform. We cannot guarantee that we will
ever be successful in generating revenues in the future. We recognize that if we
are unable to generate revenues, we will not be able to earn profits or continue
operations.
10
10.
|
Our lack of business
diversification could result in the loss of your investment if revenues
from our primary product
decrease.
|
Currently,
our business is focused on the development and marketing of an online gaming
platform. We do not have any other lines of business or other sources of revenue
if we are unable to successfully implement our business plan. Our lack of
business diversification could cause you to lose all or some of your investment
if we are unable to generate revenues by the operation of the gaming platform
since we do not have any other lines of business or alternative revenue
sources.
11.
|
We need to retain key personnel
to support our activities and ongoing operations, and a loss of certain
key personnel could significantly hinder our ability to move forward with
our business plan.
|
The
development, promotion, and operation of our online gaming platform will
continue to place a significant strain on our limited personnel, management, and
other resources. Our future success depends upon the continued services of our
executive officers and other needed key employees and contractors who have
critical industry experience and relationships that we will rely on to implement
our business plan. The loss of the services of any of our officers or the lack
of availability of other skilled personnel would negatively impact our ability
to market and sell our products, which could adversely affect our financial
results and impair our growth.
12.
|
Since our officers and Directors
may work or consult for other companies, their other activities could slow
down our operations.
|
Our
officers and Directors are not required to work exclusively for us and do not
devote all of their time to our operations. Presently, our officers and
Directors allocate only a portion of their time to the operation of our
business. Since our officers and Directors are currently employed full-time
elsewhere, they are each able to commit to us only up to 20-25 hours a week.
Therefore, it is possible that their pursuit of other activities may slow our
operations and reduce our financial results because of the slow-down in
operations.
13.
|
The commercialization of our
online gaming platform will be delayed if third parties fail to enter into
licensing agreements with
us.
|
We intend
to enter into licensing agreements with existing online game service providers
to host our platform, and therefore will be dependent on those third parties to
make our platform available to online gamers. We have not yet entered into any
licensing agreements with existing online game service providers. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful in selecting suitable online game service providers or in
negotiating any agreements with them. If we are unable to enter into
relationships with existing online game service providers on acceptable
commercial terms, we may not be able to commercialize our software product, and
our revenue may decrease and our business may fail.
14.
|
We depend on
market acceptance of our online gaming platform. If our platform does
not gain market acceptance, our ability to compete will be adversely
affected.
|
Our
success will depend in large part on our ability successfully to market our
online gaming platform to third party online game service providers. Although we
intend to highlight the distinction between our software, which is based on a
model of “competition for reward,” from our competitors’ model of “pay per
access,” no assurances can be given that we will be able successfully to promote
our platform or achieve acceptance from the online gaming community. Moreover,
failure successfully to commercialize our platform to third party online game
service providers on a timely and cost-effective basis will have a material
adverse effect on our ability to compete in our targeted
market.
11
15.
|
We are a small company with
limited resources compared to some of our current and potential
competitors and we may not be able to compete effectively and increase
market share.
|
Most of
our current and potential competitors have longer operating histories,
significantly greater resources, and name recognition, and a larger base of
customers than we have. As a result, these competitors have greater credibility
with our potential customers. They also may be able to adopt more aggressive
licensing policies and devote greater resources to the development, promotion,
and sale of their products and services than we can to ours.
16.
|
Failure to meet customers’
expectations or deliver expected performance could result in losses and
negative publicity, which would harm our
business.
|
If our
online gaming platform fails to perform in the manner expected by our licensees,
then our revenues may be delayed or lost due to adverse customer reaction. In
addition, negative publicity about us and our software product could adversely
affect our ability to attract or retain licensees. Furthermore, disappointed
customers may initiate claims for damages against our licensees and us,
regardless of our responsibility for their disappointment.
Risks
Relating to Technology and Intellectual Property
17.
|
We need to complete development
of our online gaming
platform.
|
We have
not yet completed the development of our online gaming platform. We intend to
rely both on employees and on third party independent contractors for software
development. These third party developers may not dedicate sufficient resources
or give sufficient priority to developing our required resources. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful in selecting qualified software development contractor s. We
can provide investors with no assurance that our online gaming platform will be
developed according to the specifications that we require. If we are
unsuccessful in addressing the risks associated with software development, our
business will most likely fail.
18.
|
We may lose licensees if we
experience system failures that significantly disrupt the availability and
quality of our online gaming
platform.
|
The
operation of our online gaming platform will depend on our ability to avoid and
mitigate any interruptions in service or reduced capacity for customers.
Interruptions in service or performance problems, for whatever reason, could
undermine confidence in our platform and cause us to lose licensees or make it
more difficult to attract new ones.
19.
|
The online gaming market is
subject to rapid technological
change.
|
Our
business is in an emerging market that is characterized by rapid changes in
customer requirements, frequent introductions of new and enhanced products and
services, and continuing and rapid technological advancement. To compete
successfully in software development for the online gaming market, we must
continue to design, develop and sell new and enhanced products and services that
provide increasingly higher levels of performance and reliability at lower cost.
These new and enhanced products and services must take advantage of
technological advancements and changes, and respond to new customer
requirements. Our success in designing, developing, and selling such products
and services will depend on a variety of factors, including:
|
•
|
Identifying and responding to
market demand for new products and
services;
|
|
•
|
Keeping abreast of technological
changes;
|
|
•
|
Timely developing and
implementing new product/service offerings and
features;
|
12
|
•
|
Maintaining quality of
performance;
|
|
•
|
Providing cost-effective service
and support; and
|
|
•
|
Promoting our products and
services and expanding our market
share.
|
If we are
unable, due to resource constraints or technological or other reasons, to
develop and introduce new or enhanced products and services in a timely manner,
if such new or enhanced products and services do not achieve sufficient market
acceptance, or if such new product and service introductions decrease demand for
existing products/services, our operating results would decline and our business
would not grow.
20.
|
If a third party asserts that we
infringe upon its proprietary rights, we could be required to redesign our
product, pay significant royalties, or enter into license
agreements.
|
Although
presently we are not aware of any such claims, a third party may assert that our
online gaming platform violates its intellectual property rights. As the number
of online gaming platforms in our market increases, we believe that infringement
claims will become more common. Any claims against us, regardless of their
merit, could:
•
|
Be expensive and time-consuming
to defend;
|
•
|
Result in negative
publicity;
|
•
|
Force us to stop operating our
platform;
|
•
|
Divert management’s attention and
our other resources; or
|
•
|
Require us to enter into royalty
or licensing agreements in order to obtain the right to operate our
platform, which right may not be available on terms acceptable to us, if
at all.
|
In
addition, we believe that any successful challenge to our use of a trademark or
domain name could substantially diminish our ability to conduct business in a
particular market or jurisdiction and thus could decrease our revenues and/or
result in losses to our business.
21.
|
Our online gaming platform will
employ proprietary technology, which will be difficult to
protect.
|
Our
success and ability to compete are dependent to a significant degree on our
proprietary technology. We intend to rely on a combination of patent, trade
secret, copyright and trademark laws, together with non-disclosure agreements
and technological measures to establish and protect proprietary rights in our
online gaming platform. We cannot assure investors that these efforts will
provide meaningful protection for our technology because:
•
|
some foreign countries may not
protect our proprietary rights as fully as do the laws of the United
States;
|
•
|
if a competitor were to infringe
on our proprietary rights, enforcing our rights may be time consuming and
costly, diverting management’s attention and our
resources;
|
•
|
measures like entering into
non-disclosure and non-competition agreements afford only limited
protection;
|
•
|
unauthorized and/or
unidentifiable parties may attempt to copy aspects of our products and
develop similar software or to obtain and use information that we regard
as proprietary; and
|
•
|
our competitors may be able to
design around our intellectual property rights or independently develop
products that are substantially equivalent or superior to our
products.
|
13
Regulatory
Risks
22.
|
We face risks related to
compliance with corporate governance laws and financial reporting
standards.
|
The
Sarbanes-Oxley Act of 2002, as well as related new rules and regulations
implemented by the Securities and Exchange Commission and the Public Company
Accounting Oversight Board, require changes in the corporate governance
practices and financial reporting standards for public companies. These new
laws, rules and regulations, including compliance with Section 404 of the
Sarbanes-Oxley Act of 2002 relating to internal control over financial
reporting, referred to as Section 404, have materially increased the legal and
financial compliance costs of small companies and have made some activities more
time-consuming and more burdensome.
23.
|
We may not have effective
internal controls.
|
In
connection with Section 404 of the Sarbanes-Oxley Act of 2002, we need to assess
the adequacy of our internal control, remedy any weaknesses that may be
identified, validate that controls are functioning as documented and implement a
continuous reporting and improvement process for internal controls. We may
discover deficiencies that require us to improve our procedures, processes and
systems in order to ensure that our internal controls are adequate and effective
and that we are in compliance with the requirements of Section 404 of the
Sarbanes-Oxley Act. If the deficiencies are not adequately addressed, or if we
are unable to complete all of our testing and any remediation in time for
compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and
the SEC rules under it, we would be unable to conclude that our internal
controls over financial reporting are designed and operating effectively, which
could adversely affect investor confidence in our internal controls over
financial reporting.
24.
|
Our online gaming platform may be
subject to government regulation, and failure to comply with applicable
regulations could result in fines, suspensions, seizure actions,
injunctions and criminal
prosecutions.
|
Although
our software product is directed toward the online gaming market and not the
online gambling market, there can be no assurance that state regulators will not
choose to interpret applicable state anti-gambling statutes to restrict the use
of our proposed online gaming platform. Generally, wagering on skill-based games
by the participants in such games is excluded from federal prohibitions against
online gambling, as well as the prohibitions found in a majority of state laws.
Nevertheless, whether a particular use of our online gaming platform would run
afoul of a state’s internet gambling statute is a determination that can differ
from state to state. We believe that the use of our online gaming platform to
offer games of skill is not gambling under U.S. federal law nor the laws of a
majority of states. However, should a particular state or the federal government
interpret or change its laws to restrict the use of our online gaming platform,
we may no longer be able to offer our software product in such locality or at
all, which could have a material adverse effect on our business and operating
results.
25.
|
Future regulation of online
gaming could restrict our business, prevent us or our licensees from
operating our platform, and/or increase our cost of doing
business.
|
The laws,
regulations, or rulings that specifically address the online gaming industry are
subject to change. We are unable to predict the impact, if any, that future
legislation, judicial precedents, or regulations relating to online gaming may
have on our business, financial condition, and results of operations. The
increasing growth in popularity of the online gaming market heightens the risk
that the United States Government will seek to increase the regulation of such
market, which could have a material adverse effect on our business, financial
condition, and operating results.
14
Risks
Relating to this Offering
26.
|
The shares are being offered
directly by us without any minimum number of shares necessary to be sold.
Accordingly, there is no guarantee that we will be successful at raising
sufficient funds from the proceeds of this offering to execute our
business plan.
|
There is
no assurance that we will be successful in raising the maximum amount of this
offering. This is especially true in light of the fact that no underwriter is
being utilized, and that we are not experienced in the sale of securities. If we
only raise a portion of the offering, we will be limited in our ability to
achieve our objectives, and there will be a greater likelihood that investors
will lose their entire investment because of the lack of sufficient funding.
In addition, given our expected offering expenses, we must sell at least
20% of the securities being offered to avoid losing money in this offering
.
27.
|
NASD sales practice requirements
may limit a stockholder’s ability to buy and sell our
stock.
|
In
addition to the "penny stock" rules described below, the NASD has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the NASD
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. The NASD requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common stock, which may have the effect of reducing the level of trading
activity in our common stock. As a result, fewer broker-dealers may be willing
to make a market in our common stock, reducing a stockholder's ability to resell
shares of our common stock.
28.
|
There is no public market for the
securities and even if a market is created, the market price of our common
stock will be subject to
volatility.
|
Prior to
this offering, there has been no public market for our securities and there can
be no assurance that an active trading market for the securities offered herein
will develop after this offering, or, if developed, be sustained. We anticipate
that, upon completion of this offering, our common stock will be eligible for
quotation on the OTC Bulletin Board. However, quotation of our common stock on
the OTC Bulletin Board is dependent on our finding a market maker willing to
file an application for quotation on our behalf. We do not currently have a
market maker and there is no guarantee that we will find a market maker willing
to file an application for quotation or that any such application will be
successful. If, for any reason, our securities are not eligible for initial or
continued quotation on the OTC Bulletin Board, or we do not find a market maker
willing to file an application for quotation, or a public trading market does
not develop, purchasers of the common stock may have difficulty selling their
securities should they desire to do so and purchasers of our common stock may
lose their entire investment if they are unable to sell our securities
.
29.
|
The price of our shares in this
offering was arbitrarily determined by us and may not reflect the actual
market price for the
securities.
|
The
initial public offering price of the common stock was determined by us
arbitrarily. The price is not based on our financial condition and prospects,
market prices of similar securities of comparable publicly traded companies,
certain financial and operating information of companies engaged in similar
activities to ours, or general conditions of the securities market. The price
may not be indicative of the market price, if any, for the common stock in the
trading market after this offering. The market price of the securities offered
herein, if any, may decline below the initial public offering price. The stock
market has experienced extreme price and volume fluctuations. In the past,
securities class action litigation has often been instituted against various
companies following periods of volatility in the market price of their
securities. If instituted against us, regardless of the outcome, such litigation
would result in substantial costs and a diversion of management's attention and
resources, which would increase our operating expenses and affect our financial
condition and business operations.
15
30.
|
State securities laws may limit
secondary trading, which may restrict the states in which you may sell the
shares offered by this
prospectus.
|
If you
purchase shares of our common stock sold in this offering, you may not be able
to resell the shares in any state unless and until the shares of our common
stock are qualified for secondary trading under the applicable securities laws
of such state or there is confirmation that an exemption, such as listing in
certain recognized securities manuals, is available for secondary trading in
such state. We currently do not intend to register or qualify our stock in any
state. Because the shares of our common stock registered hereunder have not been
registered for resale under the blue sky laws of any state, and we have no
current plans to register or qualify our shares in any state, the holders of
such shares and persons who desire to purchase such shares in any trading market
that might develop in the future should be aware that there may be significant
state blue sky restrictions upon the ability of investors to purchase and sell
such shares. In this regard, each state's statutes and regulations must be
reviewed before engaging in any securities sales activities in a state to
determine what is permitted, or not permitted, in a particular state.
Furthermore, even in those states that do not require registration or
qualification for the resale of registered securities, such states may require
the filing of notices or place additional conditions on the availability of
exemptions. Accordingly, since many states continue to restrict the resale of
securities that have not been qualified for resale, investors should consider
any potential secondary market for our securities to be a limited
one.
31.
|
Our stock is a penny stock.
Trading of our stock may be restricted by the SEC's penny stock
regulations, which may limit a stockholder's ability to buy and sell our
stock.
|
You
should note that our stock is a penny stock. Pursuant to Section 15(g) of the
Securities Exchange Act of 1934, as amended, and Rule 15g-9 and Rule 3a(51)-(1),
"penny stock" is defined 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 prior to a transaction in a penny stock not otherwise exempt from
those rules. Under Rule 15g-1 and Regulation D, the term "accredited investor"
refers generally to institutions with assets in excess of $5,000,000 or
individuals with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse. 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.
32.
|
We have not paid dividends in the
past and do not expect to pay dividends in the future. Any return on
investment may be limited to the value of our common
stock.
|
We have
never paid cash dividends on our common stock and do not anticipate paying cash
dividends in the foreseeable future. The payment of dividends on our common
stock will depend on earnings, financial condition and other business and
economic factors affecting it at such time as the board of directors may
consider relevant.
16
33 .
|
We have not yet engaged the
services of a transfer agent which may affect our stockholders’ ability to
transfer their shares in the
Company.
|
We have
not yet engaged the services of a transfer agent, and until a transfer agent is
retained, ProGaming Platforms will act as its own transfer agent. The absence of
a professional transfer agent may result in delays in the recordation of share
transfers and the issuance of new stock certificates, which has the potential to
disrupt the orderly transfer of stock from one stockholder to
another.
17
Some
discussions in this prospectus may contain forward-looking statements that
involve risks and uncertainties. These statements relate to future events or
future financial performance. A number of important factors could cause our
actual results to differ materially from those expressed in any forward-looking
statements made by us in this prospectus. Forward-looking statements are often
identified by words like: "believe," "expect," "estimate," "anticipate,"
"intend," "project" and similar expressions or words which, by their nature,
refer to future events. In some cases, you can also identify forward-looking
statements by terminology such as "may," "will," "should," "plans," "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 beginning on page 8, 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. In
addition, you are directed to factors discussed in the Business section
beginning on page 29, the Management's Discussion and Analysis or Plan of
Operation section beginning on page 34, and as well as those discussed elsewhere
in this prospectus.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, or
achievements. 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.
Our
financial statements are stated in United States Dollars (US$) and are prepared
in accordance with accounting principles generally accepted in the United
States.
18
We
estimate that the net proceeds to us from the sale of our shares in this
offering will be approximately $80,000, after deducting the estimated expenses
of this offering. Regardless of the number of shares sold, we expect to incur
offering expenses estimated at approximately $20,000 for legal, accounting,
printing, and other costs in connection with this offering. We may not be
successful in selling any or all of the securities offered hereby. Because there
is no minimum offering amount required as a condition to closing in this
offering, we may sell less than all of the securities offered hereby, which may
significantly reduce the amount of proceeds received by us.
We expect
to use any proceeds received from the offering for general corporate purposes,
including working capital needs set forth in our plan of operation as described
below in Management’s Discussion and Analysis or Plan of Operation. Our officers
and Directors will not receive any compensation for their efforts in selling our
shares. Our management will have broad discretion in the application of the net
proceeds of this offering. In addition to changing allocations because of the
amount of proceeds received, we may change the use of proceeds because of
changes in our business plan. Investors will be relying on the judgment of our
management regarding the application of the proceeds of any sale of the
securities. We may invest the net proceeds received from this offering
temporarily until we use them for general corporate purposes.
We do not
intend to use the proceeds to acquire assets or finance the acquisition of other
businesses. At present, no material changes are contemplated. Should there be
any material changes in the projected use of proceeds in connection with this
offering, we will issue an amended prospectus reflecting the new
uses.
DETERMINATION
OF THE OFFERING PRICE
There has
been no public market for our common shares. The price of the shares we are
offering was arbitrarily determined at $0.05 per share. Because we have no
significant operating history and have not generated any revenues to date, the
price of our common stock is not based on past earnings, nor is the price of our
common stock indicative of the current market value of the assets owned by us.
No valuation or appraisal has been prepared for our business and potential
business expansion. The offering price should not be regarded as an indicator of
the future market price of the securities, which is likely to fluctuate
.
DILUTION
Purchasers
of our securities in this offering will experience immediate and substantial
dilution in the net tangible book value of their common stock from the initial
public offering price.
The
historical net tangible book value as of June 30, 2010, was $80,500 or $0.0161
per share. Historical net tangible book value per share of common stock is equal
to our total tangible assets less total liabilities, divided by the number of
shares of common stock outstanding as of June 30, 2010, as adjusted to give
effect to the receipt of net proceeds from the sale of 2,000,000 shares of
common stock for $80,500, which represents net proceeds after deducting
estimated offering expenses of $19,500. This represents an immediate increase of
$0.0160 per share to existing stockholders and an immediate and substantial
dilution of $0.0339 per share, or approximately 68%, to new investors purchasing
our securities in this offering. Dilution in pro forma net tangible book value
per share represents the difference between the amount per share paid by
purchasers of shares of our common stock in this offering and the pro forma net
tangible book value per share of our common stock immediately following this
offering.
19
The
following table sets forth as of June 30, 2010, the number of shares of common
stock purchased from us and the total consideration paid by our existing
stockholders and by new investors in this offering if new investors purchase all
of the shares being offered in this offering, before deducting offering expenses
payable by us, assuming a purchase price in this offering of $0.05 per share of
common stock.
Shares
|
||||||||||||
Number
|
Percent
|
Amount
|
||||||||||
Existing
Stockholders
|
3,000,000
|
60
|
%
|
$
|
300
|
|||||||
New
Investors
|
2,000,000
|
40
|
%
|
$
|
100,000
|
|||||||
Total
|
5,000,000
|
100
|
%
|
$
|
100,300
|
PLAN
OF DISTRIBUTION
There Is No Current Market for Our
Shares of Common
Stock
There has
been no market for our securities. We cannot give you any assurance that the
shares you purchase will ever have a market or that if a market for our shares
ever develops, that you will be able to sell your shares. In addition, even if a
public market for our shares develops, there is no assurance that a secondary
public market will be sustained.
Our
common stock is not traded on any exchange or on the over-the-counter market.
After the effective date of the registration statement relating to this
prospectus, we hope to have a market maker file an application with the FINRA
for our common stock to be eligible for trading on the Over the Counter Bulletin
Board. We do not yet have a market maker who has agreed to file such
application. Further, even assuming we do locate such a market maker, it could
take several months before the market maker’s listing application for our shares
is approved. Our shares of common stock will be offered at a fixed price of
$0.05 per share until our shares are quoted on the OTC Bulletin Board, and
thereafter will be sold at prevailing market prices or privately negotiated
prices.
The OTC
Bulletin Board is maintained by FINRA. The securities traded on the Bulletin
Board are not listed or traded on the floor of an organized national or regional
stock exchange. Instead, these securities transactions are conducted through a
telephone and computer network connecting dealers in stocks. Over-the-counter
stocks are traditionally smaller companies that do not meet the financial and
other listing requirements of a regional or national stock
exchange.
Even if
our shares are quoted on the OTC Bulletin Board, a purchaser of our shares may
not be able to resell the shares. Broker-dealers may be discouraged from
effecting transactions in our shares because they will be considered penny
stocks and will be subject to the penny stock rules. Pursuant to Section 15(g)
of the Securities Exchange Act of 1934, as amended, and Rule 15g-9 and Rule
3a(51)-(1), "penny stock" is defined 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 prior to a transaction in a penny stock not otherwise exempt from
those rules. 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.
20
The
additional sales practice and disclosure requirements imposed upon
broker-dealers may discourage broker-dealers from effecting transactions in our
shares, which could severely limit the market liquidity of the shares and impede
the sale of our shares in the secondary market, assuming one
develops.
The
Offering will be Sold by Our Officers and Directors
We are
offering up to a total of 2,000,000 shares of common stock. The offering price
is $0.05 per share. The offering will be for a period of 180 days from the
effective date and may be extended for an additional 90 days if we choose to do
so. In our sole discretion, we have the right to terminate the offering at any
time, even before we have sold the 2,000,000 shares. There are no specific
events which might trigger our decision to terminate the offering.
We have
not established a minimum amount of proceeds that we must receive in the
offering before any proceeds may be accepted. We cannot assure you that all or
any of the shares offered under this prospectus will be sold. No one has
committed to purchase any of the shares offered. Therefore, we may sell only a
nominal amount of shares and receive minimal proceeds from the offering. We
reserve the right to withdraw or cancel this offering and to accept or reject
any subscription in whole or in part, for any reason or for no reason.
Subscriptions will be accepted or rejected promptly. All monies from rejected
subscriptions will be returned immediately by us to the subscriber, without
interest or deductions.
Any
accepted subscriptions will be made on a rolling basis. Once accepted, the funds
will be deposited into an account maintained by us and be immediately available
to us. Subscription funds will not be placed into escrow, trust, or any other
similar arrangement. There are no investor protections for the return of
subscription funds once accepted. Once we receive the purchase price for the
shares, we will be able to use the funds. Certificates for shares purchased will
be issued and distributed by our transfer agent promptly after a subscription is
accepted and "good funds" are received in our account.
If it
turns out that we have not raised enough money to effectuate our business plan,
we will try to raise additional funds from a second public offering, a private
placement, or loans. At the present time, we have not made any plans to raise
additional money and there is no assurance that we would be able to raise
additional money in the future. If we need additional money and are not
successful in raising additional funds, we will have to suspend or cease
operations.
We will
sell the shares in this offering through our officers and Directors. The
officers and Directors engaged in the sale of the securities will receive no
commission from the sale of the shares nor will they register as a broker-dealer
pursuant to Section 15 of the Securities Exchange Act of 1934 in reliance upon
Rule 3(a)4-1. Rule 3(a)4-1 sets forth those conditions under which a person
associated with an issuer may participate in the offering of the issuer's
securities and not be deemed to be a broker-dealer. Our officers and Directors
satisfy the requirements of Rule 3(a)4-1 in that:
1.
|
None
of such persons is subject to a statutory disqualification, as that term
is defined in Section 3(a)(39) of the Act, at the time of his
participation; and
|
|
2.
|
None
of such persons is compensated in connection with his participation by the
payment of commissions or other remuneration based either directly or
indirectly on transactions in securities; and
|
|
3.
|
None
of such persons is, at the time of his participation, an associated person
of a broker-dealer; and
|
|
4.
|
All
of such persons meet the conditions of Paragraph (a)(4)(ii) of Rule
3(a)4-1 of the Exchange Act in that they (A) primarily perform, or are
intended primarily to perform at the end of the offering, substantial
duties for or on behalf of the issuer otherwise than in connection with
transactions in securities; and (B) are not a broker or dealer, or an
associated person of a broker or dealer, within the preceding twelve (12)
months; and (C) do not participate in selling and offering of securities
for any issuer more than once every twelve (12) months other than in
reliance on Paragraphs (a)(4)(i) or
(a)(4)(iii).
|
21
As long
as we satisfy all of these conditions, we are comfortable that we will be able
to satisfy the requirements of Rule 3(a)4-1 of the Exchange Act notwithstanding
that a portion of the proceeds from this offering may be used to pay the
salaries, if any, of our officers.
As our
officers and Directors will sell the shares being offered pursuant to this
offering, Regulation M prohibits the Registrant and its officers and Directors
from certain types of trading activities during the time of distribution of our
securities. Specifically, Regulation M prohibits our officers and Directors from
bidding for or purchasing any common stock or attempting to induce any other
person to purchase any common stock, until the distribution of our securities
pursuant to this offering has ended.
We have
no intention of inviting broker-dealer participation in this
offering.
Offering
Period and Expiration Date
This
offering will commence on the effective date of this prospectus, as determined
by the Securities and Exchange Commission and continue for a period of 180 days.
We may extend the offering for an additional 90 days unless the offering is
completed or otherwise terminated by us.
Procedures
for Subscribing
If you
decide to subscribe for any shares in this offering, you must deliver a check or
certified funds for acceptance or rejection. There are no minimum share purchase
requirements for individual investors. All checks for subscriptions must be made
payable to "ProGaming Platforms Corp."
Upon
receipt, all funds provided as subscriptions will be immediately deposited into
our account and be available for our use to further the development and business
of the Company.
Right
to Reject Subscriptions
We
maintain the right to accept or reject subscriptions in whole or in part, for
any reason or for no reason. All monies from rejected subscriptions will be
returned immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours of our
having received them.
LEGAL
PROCEEDINGS
We know
of no existing or pending legal proceedings against us, nor are we involved as a
plaintiff in any proceeding or pending litigation. There are no proceedings in
which any of our Directors, officers or any of their respective affiliates, or
any beneficial stockholder, is an adverse party or has a material interest
adverse to our interest.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our
Directors hold office until the next annual general meeting of the stockholders
or until their successors are elected and qualified. Our officers are appointed
by our Board of Directors and hold office until the earlier of their death,
retirement, resignation, or removal.
22
Our
officers and Directors and their ages and positions are as follows:
Name
|
Age
|
Position
|
||
Mr.
Tamir Levinas
|
37
|
Chief
Executive Officer and Director
|
||
Mr.
Boaz Lowenstein
|
35
|
Chief
Technical Officer and Director
|
||
Mr.
Doron Uziel
|
39
|
Chief
Financial Officer and Secretary
|
Mr.
Tamir Levinas
Mr.
Levinas has been our Chief Executive Officer and a Director since we were
incorporated on May 26, 2010. Mr. Levinas intends to devote approximately 20-25
hours per week to our affairs. From 1998 until 2004, Mr. Levinas held several
positions at Internet Gold (Nasdaq: IGLD), including from 2002 until 2004 as
head of technical development of Internet Gold, where he was responsible for
managing all aspects of the technical department activities, project management
and engineering, as well as being responsible for technical vendor relations and
procurement. In 2004, Mr. Levinas co-founded Oasis Communication Technologies, a
leading network integrator in the service provider market, and serves as the
company’s director of business development. In addition, from 2004 to present,
Mr. Levinas has also been the head of research and development and a member of
the Board of Directors of Smart Energy Solutions, Inc. (OTCBB: SMGY). Mr.
Levinas is not an officer or Director of any reporting company other than Smart
Energy Solutions, Inc.
In 2004,
Mr. Levinas earned his Bachelors of Arts degree in Business and IT Management at
IDC Herzliya, Israel, and has studied computer science at the New Jersey
Institute of Technology.
The Board
has concluded that Mr. Levinas should serve as director of the Company because
of his technical, management, and entrepreneurial experience.
Mr.
Boaz Lowenstein
Mr.
Lowenstein has been our Chief Technical Officer and a Director since we were
incorporated on May 26, 2010.
Since
1999, Mr. Lowenstein has been a Unix manager at Internet Gold (Nasdaq: IGLD),
and since 2007 he has been a computing infrastructure and ISP services manager
at its affiliate, 012 Smile.Communications Ltd. He has over a decade of
experience in large scale system management and development.
From 1998
to 2001, Mr. Lowenstein studied computer science at the Open University of
Israel.
Mr.
Lowenstein is not an officer or Director of any other reporting company. Mr.
Lowenstein intends to devote approximately 20-25 hours per week to our affairs
.
The Board
has concluded that Mr. Lowenstein should serve as director of the Company
because of his technical know-how and his experience in system management and
development.
Mr.
Doron Uziel
Mr. Uziel
has been our Chief Financial Officer and Secretary since we were incorporated on
May 26, 2010.
From 2009
until 2010, Mr. Uziel served as the Chief Operating Officer of Saar Paz
Insurance Agency. From 2008 until 2009, Mr. Uziel served as the Treasurer of
Energtek Inc. (EGTK.OB), a public company engaged in the development and
distribution of clean energy solutions. Mr. Uziel also served as director of
Energtek Inc. between May 2006 and March 2008, and served as Chief Executive
Officer of that company on a part-time basis from May 2006 to October 2007. From
2005 to 2007, Mr. Uziel was employed as the Controller of TraceGuard
Technologies Inc. (TCGD.OB), a public company engaged in the development of
homeland security technology.
23
Mr. Uziel
earned his Bachelor of Arts degree (with Honors) in Economics at Tel Aviv
University’s School of Economics in 1992, and his Masters of Economics (with
Honors) at the same institution in 1993.
Mr. Uziel
is not an officer or Director of any reporting company. Mr. Uziel intends to
devote approximately 20-25 hours per week to our affairs .
Committees
of the Board of Directors
We do not
presently have a separately constituted audit committee, compensation committee,
nominating committee, executive committee or any other committees of our Board
of Directors. As such, our entire Board of Directors acts as our audit
committee.
Audit
Committee Financial Expert
Our Board
of Directors does not currently have any member who qualifies as an audit
committee financial expert. We believe that the cost related to retaining such a
financial expert at this time is prohibitive. Further, because we are in the
start-up stage of our business operations, we believe the services of an audit
committee financial expert are not warranted at this time.
Involvement
in Legal Proceedings
None of
our Directors, nominee for Directors, or officers has appeared as a party during
the past ten years in any legal proceedings that may bear on his ability or
integrity to serve as a Director or officer of the Company.
Board
Leadership Structure
The
Company has chosen to combine the principal executive officer and Board chairman
positions. The Company believes that this Board leadership structure is the most
appropriate for the Company for the following reasons. First, the Company is a
development stage company and at this early stage it is more efficient to have
the leadership of the Board in the same hands as the principal executive officer
of the Company. The challenges faced by the Company at this stage – obtaining
financing and performing research and development activities – are most
efficiently dealt with by having one person intimately familiar with both the
operational aspects as well as the strategic aspects of the Company’s business.
Second, Mr. Levinas is uniquely suited to fulfill both positions of
responsibility because he possesses management experience, technical experience,
and experience with start-up companies.
Code
of Ethics
We do not
currently have a Code of Ethics applicable to our principal executive, financial
and accounting officers; however, the Company plans to implement such a code in
the first quarter of 2011.
Potential
Conflict of Interest
Since we
do not have an audit or compensation committee comprised of independent
Directors, the functions that would have been performed by such committees are
performed by our Board of Directors. Thus, there is a potential conflict of
interest in that our Directors have the authority to determine issues concerning
management compensation, in essence their own, and audit issues that may affect
management decisions. We are not aware of any other conflicts of interest with
any of our executives or Directors.
24
Board’s
Role in Risk Oversight
The Board
assesses on an ongoing basis the risks faced by the Company. These risks include
financial, technological, competitive, and operational risks. The Board
dedicates time at each of its meetings to review and consider the relevant risks
faced by the Company at that time. In addition, since the Company does not have
an Audit Committee, the Board is also responsible for the assessment and
oversight of the Company’s financial risk exposures.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of August 2, 2010, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current Directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Information relating to beneficial ownership of common
stock by our principal stockholders and management is based upon information
furnished by each person using "beneficial ownership" concepts under the rules
of the Securities and Exchange Commission. 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 disposition of
the shares. 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.
The
percentages below are calculated based on 3,000,000 shares of our common stock
issued and outstanding as of August 2, 2010. We do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares
of our common stock.
Title of Class
|
Name and Address
of Beneficial
Owner (²)
|
Position
|
Amount and
Nature
of Beneficial
Ownership
|
Percentage of
Class(¹)
|
||||||||
Common
Stock
|
Tamir
Levinas
|
CEO
and Director
|
375,000
|
12.50
|
%
|
|||||||
Common
Stock
|
Boaz
Lowenstein
|
CTO
and Director
|
400,000
|
13.33
|
%
|
|||||||
Common
Stock
|
Doron
Uziel
|
CFO
|
750,000
|
25.00
|
%
|
|||||||
Common
Stock
|
Sagi
Levinas
|
Principal
Stockholder
|
375,000
|
12.50
|
%
|
|||||||
Common
Stock
|
Yoav
Lowenstein
|
Principal
Stockholder
|
350,000
|
11.67
|
%
|
|||||||
Common
Stock
|
Sivan
Binman
|
Principal
Stockholder
|
187,500
|
6.25
|
%
|
|||||||
Common
Stock
|
Erez
Zino
|
Principal
Stockholder
|
562,500
|
18.75
|
%
|
|||||||
All
Directors and officers as a Group (3 people)
|
1,525,000
|
50.83
|
%
|
(¹)
|
Based on 3,000,000 shares of our
common stock outstanding.
|
(²)
|
The address for Mr. Uziel is 12
Max Shaine Street, Rehovot,
Israel.
|
The
address for Mr. Levinas is 60 Mazeh Street, Apartment 12, Tel Aviv,
Israel.
The
address for Mr. Lowenstein is 1 Hashizaf Street, Kadima, Israel.
We are
unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change in control of our Company.
25
Future
Sales by Existing Stockholders
As of the
date of this prospectus, there are seven (7) stockholders of record holding a
total of 3,000,000 shares of our common stock. All of our issued shares of
common stock are "restricted securities", as that term is defined in Rule 144 of
the Rules and Regulations of the SEC promulgated under the Securities Act. Of
these 3,000,000 shares, the 2,812,500 shares held by our “affiliates”, as such
term is defined in Rule 144, may be sold in the public market commencing one
year after their acquisition, subject to the availability of current public
information, volume restrictions, and certain restrictions on the manner of
sale. Under Rule 144, the 187,500 shares held by a non-affiliate can be sold
publicly, subject to volume restrictions and certain restrictions on the manner
of sale, commencing one (1) year after their acquisition.
Shares
purchased in this offering, which will be immediately resalable, and sales of
all of our other shares after applicable restrictions expire, could have a
depressive effect on the market price, if any, of our common stock and the
shares we are offering. See the section entitled “Dilution” above.
We do not
have any issued and outstanding securities that are convertible into common
stock. We have not registered any shares for sale by our existing stockholders
under the Securities Act. None of our stockholders are entitled to registration
rights.
DESCRIPTION
OF SECURITIES
Our
authorized capital stock consists of 500,000,000 shares of common stock, par
value $0.0001 per share.
The
holders of our common stock:
·
|
Have equal ratable rights to
dividends from funds legally available therefore, when, as and if declared
by our Board of Directors;
|
·
|
Are entitled to share ratably in
all of our assets available for distribution to holders of common stock
upon liquidation, dissolution or winding up of our
affairs;
|
·
|
Do not have pre-emptive,
subscription or conversion rights and there are no redemption or sinking
fund provisions or rights;
and
|
·
|
Are entitled to one
non-cumulative vote per share on all matters on which stockholders may
vote.
|
The
common shares are not subject to any future call or assessment and all have
equal voting rights. There are no special rights or restrictions of any nature
attached to any of the common shares and they all rank at equal rate each with
the other, as to all benefits, which might accrue to the holders of the common
shares. All registered stockholders are entitled to receive a notice of any
general annual meeting to be convened by our Board of Directors.
In
accordance with Section 3 of Article IV of our bylaws, each outstanding share of
stock having voting power is entitled to one vote at a meeting of the
stockholders. To the knowledge of our management, at the date hereof, our
officers and Directors are the only persons to exercise control, directly or
indirectly, over more than 10% of our outstanding common shares. See "Security
Ownership of Certain Beneficial Owners and Management".
We refer
you to our Certificate of Incorporation and Bylaws which form a part of this
registration statement for a more complete description of the rights and
liabilities of holders of our securities.
There are
no outstanding options, warrants, or rights to purchase any of our
securities.
26
Non-cumulative
Voting
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of Directors, can elect all of the Directors to be elected, if they so
choose, and, in such event, the holders of the remaining shares will not be able
to elect any of our Directors.
Cash
Dividends
As of the
date of this registration statement, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our Board of Directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic and other
pertinent conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, into our
business.
Transfer
Agent
We have
not engaged a transfer agent to serve as transfer agent for shares of our common
stock. We intend to retain a transfer agent as soon as practicable following the
effectiveness of this Registration Statement. Until we engage such a transfer
agent, we will be responsible for all record-keeping and administrative
functions in connection with the shares of our common stock. Our officers do not
have any experience acting as a transfer agent for publicly traded
securities.
Admission
to Quotation on the OTC Bulletin Board
We intend
to have 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:
(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.
SHARES
ELIGIBLE FOR FUTURE SALE
Prior to
this offering, there has been no public market for our common stock. We cannot
predict the effect, if any, that market sales of shares of our common stock or
the availability of shares of our common stock for sale will have on the market
price of our common stock. Sales of substantial amounts of our common stock in
the public market could adversely affect the market prices of our common stock
and could impair our future ability to raise capital through the sale of our
equity securities.
27
Upon
completion of this offering, assuming all of the offered shares are purchased,
we will have a total of 5,000,000 shares of common stock outstanding. The shares
sold in this offering will be freely tradable without restriction, or further
registration under the Securities Act, unless those shares are acquired by our
“affiliates,” as that term is defined in Rule 144 under the Securities Act. The
remaining 3,000,000 shares of common stock outstanding will be restricted as a
result of securities laws. Restricted securities may be sold in the public
market only if they have been registered or if they qualify for an exemption
from registration under Rule 144 under the Securities Act.
Rule
144
In
general, under Rule 144 as currently in effect, a person who is not one of our
affiliates and who is not deemed to have been one of our affiliates at any time
during the three months preceding a sale and who has beneficially owned shares
of our common stock that are deemed restricted securities for at least six
months would be entitled after such six-month holding period to sell the common
stock held by such person, subject to the continued availability of current
public information about us (which current public information requirement is
eliminated after a one-year holding period).
A person
who is one of our affiliates and who has beneficially owned shares of our common
stock that are deemed restricted securities for at least six months would be
entitled after such six-month holding period to sell within any three-month
period a number of shares that does not exceed 1% of the number of shares of our
common stock then outstanding, which will equal 50,000 shares immediately after
this offering, subject to the continued availability of current public
information about us and the filing of a Form 144 notice of sale if the sale is
for an amount in excess of 5,000 shares or for an aggregate sale price of more
than $50,000 in a three-month period.
INTEREST
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis or had, or
is to receive, in connection with the offering, a substantial interest, directly
or indirectly, in the registrant or its subsidiary. Nor was any such person
connected with the Registrant or any of its parents, subsidiaries as a promoter,
managing or principal underwriter, voting trustee, Director, officer or
employee.
Our
financial statements for the period from inception to June 30, 2010, included in
this prospectus have been audited by Weinberg & Baer LLC, as set forth in
their report included in this prospectus.
Certain
legal matters, including the legality of the securities offered, will be passed
upon for us by SRK Law Offices.
DISCLOSURE
OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our
Bylaws provide that Directors and officers shall be indemnified by us to the
fullest extent authorized by the Laws of Delaware, against all expenses and
liabilities reasonably incurred in connection with services for us or on our
behalf. The Bylaws also authorize the Board of Directors to indemnify any other
person who we have the power to indemnify under the Delaware Revised Statutes,
and indemnification for such a person may be greater or different from that
provided in the Bylaws.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to Directors, officers and controlling persons of our Company under
the provisions described above, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable.
28
DESCRIPTION
OF BUSINESS
Overview
of the Company
We are a
development stage company that was incorporated on May 26, 2010. We have
commenced only limited operations, primarily focused on preliminary capability
tests of our technology and on organizational matters in connection with this
offering. We have never declared bankruptcy, have never been in receivership,
and have never been involved in any legal action or proceedings. We have not
made any significant purchase or sale of assets, nor has the Company been
involved in any mergers, acquisitions or consolidations, or the purchase or sale
of a significant amount of assets not in the ordinary course of business. We are
not a blank check registrant as that term is defined in Rule 419(a)(2) of
Regulation C of the Securities Act of 1933, because we have a specific business
plan and purpose. Neither the Company nor its officers, Directors, promoters or
affiliates, has had preliminary contact or discussions with, nor do we have any
present plans, proposals, arrangements or understandings with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger.
We have
not generated any revenue to date and we do not expect to generate revenues
prior to four months after raising the necessary funds to complete development
of our online gaming platform. We do not currently have sufficient capital to
operate our business, and, even assuming the success of this offering, we may
require additional funding in the future to sustain our operations. There is no
assurance that we will have revenue in the future or that we will be able to
secure the necessary funding to develop our business.
We intend
to engage in the development of an online gaming platform and to enter into
licensing agreements with online game service providers in the United States in
order to allow them to offer games of skill on our platform as part of their
member services.
Our
offices are currently located at 60 Mazeh Street, Apartment 12, Tel Aviv, 65789,
Israel. Our telephone number in Israel is 972-54-222-9702. We do not currently
have a website; however, we have reserved a domain name.
The
Online Gaming Market
The
online gaming market is the market for games played over the internet. Online
games can range from simple text-based games to games incorporating complex
graphics and virtual worlds populated by many players simultaneously. Online
games include single-player online games and multiplayer online games.
Multiplayer online games appeal to online gaming communities, for whom online
gaming is a form of social activity.
The
Market Opportunity
The
online gaming market is one of the fastest growing global markets today. According to the
CNBC.com article entitled “Rivals Square Off in $15 Billion Online Gaming
Market” dated March 26, 2010, the
online gaming market is currently estimated to be worth $15 billion. With regard
to North America, according to a report by BBC News dated March 24, 2009, the
findings of analysts Screen
Digest suggested that the multiplayer online gaming market in Europe and North
America had grown by 22% and was worth $1.4 billion.
29
According to a press release issued on
July 10, 2009 by comScore, Inc. (NASDAQ: SCOR), a leader in measuring the
digital world, there were 87 million U.S. visitors at online game websites in
May 2009, an increase of 22 percent from the prior year. comScore noted a
significant increase in the size of its audience during the past year as
consumers increasingly opted for cheaper entertainment alternatives, driven in
part by the reality of economic challenges. According to comScore, Yahoo! Games
ranked No. 1 in the online gaming category with 19.4 million visitors,
representing a 6-percent increase over the past year, followed by EA Online with
18 million visitors (up 34 percent), Nickelodeon Casual Games with 14.8 million
visitors, and WildTangent Network with 13.8 million visitors (up 16
percent).
Edward
Hunter, comScore director of gaming solutions, has concluded that “Online gaming
continues to be one of the top gaining categories over the past year growing at
ten times the rate of the total U.S. Internet population and reaching nearly one
out of every two Internet users.” He added that “the growth in the category
is occurring
not only at the top gaming destination sites, but also through viral
distribution platforms, including widgets and applications. In fact, some online
gaming companies that distributed their games across sites are reaching as many
people as the top online gaming sites.” (source: comScore, Inc. July 10, 2009
press release).
Similarly,
in 2009, 21.3 million PC Game full-game digital downloads were purchased in the
United States (source: the website of NPD Group).
Today, a
gamer wishing to play online must purchase a client account from a game service
provider and then he can either play online with friends connected to a private
game server or subscribe to a commercial game server and play with other
subscribers. The leading business model for the online gaming market that we are
aware of is "pay per access," whereby a gamer pays the online game service
provider a fee (typically a monthly fee) for the right to access the game
service provider’s online games.
Our
Software Product
We are
developing a proprietary online gaming platform which will enable gamers to play
games of skill against each other (either one-to-one or many-to-many), with the
winner collecting prize money. All games, scores and statistics will be
maintained within the server only. The system’s billing method will be
proprietary and configured to commercial billing systems.
We plan
to design our online gaming platform to allow online game service providers to
protect novice gamers from entering games with high stakes by restricting such
gamers to low entry amount games with players of their own level. Our online
gaming platform will create a statistical gamer rank data file on each
participating gamer and, based on rank, will allow him to enter games up to his
maximum allowed amount. The software we are developing will have the ability to
detect if any gamer tries to abuse the level system by opening an account with a
new name by ranking him according to his actual game performance.
In
addition, our online gaming platform is based on a model that is not dependent
on user self-reporting. Unlike other systems that depend on self-reporting by
users, we plan for our technology to include a reliable accounting mechanism; to
be easy to implement on third party servers and billing systems; to be highly
secured (no middleware); and to be capable of operation in a variety of game
billing scenarios (DM, TDM, CTF, etc.).
The
company has completed successful capability tests of the software and expects to
be in a position to launch the platform within three months of raising
sufficient capital for the completion of development.
Our
software product will enable a business model that combines traditional online
gaming (“pay per access”) with the potential for monetary reward for the winner.
Each player who has an account with a game service provider that licenses our
platform will be able to pay for the right to compete in games of skill with
other players, with the winner of the game to receive his money back plus his
competitor’s payments.
30
We intend
to license our online gaming platform to online game service providers in the
United States. We hope to license our online gaming platform to at
least four (4) online game service providers in the United States by the end of
fiscal year 2011; however, we cannot provide any assurances that we will be able
to meet this goal.
Target
Market
Our
target market is the online gaming market and the online game service providers
in this market. There are hundreds of such game service providers in the United
States alone. (See, for example, the website of game-monitor.com and the website
of Unreal Tournament 2004 Stats).
According
to comScore (source: comScore, Inc. July 10, 2009
press release), the
following were the leading online game service providers as of May 2009,
measured by total unique visitors:
Online Game Service Provider
|
Total Unique
Visitors
May 2009
|
|||
Yahoo!
Games
|
19,391,000
|
|||
EA
Online
|
17,988,000
|
|||
Nickelodeon
Casual Games
|
14,836,000
|
|||
WildTangent
Network
|
13,844,000
|
|||
Disney
Games
|
11,717,000
|
|||
MSN
Games
|
8,986,000
|
|||
AOL
Games
|
8,711,000
|
|||
MINICLIP.COM
|
8,432,000
|
|||
Betawave
Partners - Partial List
|
7,406,000
|
|||
Spil
Games
|
7,163,000
|
|||
GSN
Games Network
|
6,034,000
|
|||
Big
Fish Games Sites
|
5,592,000
|
|||
ARMORGAMES.COM
|
3,860,000
|
|||
Y8.COM
|
3,537,000
|
|||
GAMEVANCE.COM
|
3,466,000
|
|||
RealArcade
Sites
|
3,427,000
|
|||
IWIN.COM
|
3,356,000
|
|||
Midasplayer.com
Ltd.
|
2,872,000
|
|||
GAMENINJA.COM
|
2,434,000
|
|||
Stardoll
Sites
|
2,294,000
|
We intend
to offer our online gaming platform to the leading online game service providers
as well as to niche providers to enable these game service providers to enhance
the gaming experience that they offer their customers, thereby generating
additional revenues.
Pricing
Model
We plan
to enter into licensing agreements with online game service providers for the
use of our online gaming platform to offer games of skill as part of their
member services. Our proposed business model is to charge both one-time license
fees for the right to license our software, as well as royalties linked to
usage, as measured by the number of games of skill played on our online gaming
platform. For example, a player wishing to compete with other players in games
of skill on the platform will be required to make a per game payment to the game
server based on the player’s level of performance and experience. At this stage,
we anticipate each player paying the following amounts to the game server to
play a game of skill on our online gaming platform: $2.50 for a novice player,
$5.00 for a medium-level player, $10.00 for an advanced-level player, and $20.00
for an expert-level player. The winner of a game of skill will receive, as a
reward, his payment back plus his competitor’s payment, less a commission
payable to the game server. At this stage, we anticipate charging the online
game service providers a royalty of 20% of the payments made by all players of a
given game of skill. In addition, each online game service provider will pay a
one time license fee (with the amount of the fee dependent on system volume) for
the right to license our online gaming platform, as well as an annual software
support fee.
31
Our
Competition
While
there are a minority of online game service providers that offer gamers the
opportunity to play competitive games with a potential for the winners to earn
financial rewards, these games service providers do not offer independent,
credible results determination, but rather rely on the users self-reporting
their game results. The game service providers then act as mediators in the
event of a dispute between users. (See, for example, the website of
gamebattles.com and the website of VirginGaming.com).
To our
knowledge, there are no other online gaming platforms that allow the kind of
competitive online gaming that is capable of being offered by our online gaming
platform, namely, an online gaming platform that can provide independent and
objective results determination without the need for any
self-reporting.
However,
we anticipate that our business model may be replicated or adapted by our
competitors over time.
Competitive
Advantages
Our
business model and technology have three main competitive advantage compared
with existing online gaming offerings:
|
·
|
Our business model is based on
the successful and operating business model employed by the online
gambling industry, even though our platform will be designed to host rings
of paying members who stand to win rewards in online games of skill such
as chess or checker games.
|
|
·
|
The “reward for winning” model
that we intend to follow offers an adrenalin rush to experienced online
players looking for new
thrills.
|
|
·
|
Our system and technology will
operate independently from user feedback, and all the reports and scores
will be generated from the server itself, thus removing the possibility of
fraud by or disputes between
users.
|
Sources
and Availability of Products and Supplies
There are
no constraints on the sources or availability of products and supplies related
to our business. We will be developing our online gaming platform, and we will
license our online gaming platform to online game service
providers.
Dependence
on One or a Few Major Customers
The
nature of our product offering does not mandate any dependence on one or a few
major customers, as we expect that our platform will be used by online game
service providers and “rings” of online players.
Patent,
Trademark, License & Franchise Restrictions and Contractual Obligations
& Concessions
We have
not entered into any revenue share agreements or other contracts that have
given, or could give rise to, obligations or concessions. We are developing an
online gaming platform and intend to protect our online gaming platform on the
basis of applicable copyright, trade secrecy, trademark and trade name laws. We
have researched the availability of the trademark “ProGaming Platforms,” and we
did not locate any trademark registrations with the USPTO that included the term
“ProGaming Platforms.” We may also effect a “new method of business” type of
patent, although we anticipate that our business model may be replicated or
adapted by our competitors over time. Beyond the current version of our online
gaming platform and our trade name, we do not hold any other intellectual
property.
32
Existing
or Probable Government Regulations
Generally,
in the U.S., games of skill are distinguished at law from games of chance by the
predominant role of skill in determining the outcome of the game. Thus, while
wagering on games of chance is prohibited by the laws of the United States and
practically all U.S. states, in most U.S. states, a participant in a game of
skill is permitted to wager on his own performance in a game of skill. Our
business model is directed toward the legal online gaming market, and our
software product is intended to facilitate the entirely legal activity of
wagering on games of skill by the participants in such games of skill.
Nevertheless, there can be no assurance that state regulators will not choose to
interpret applicable state anti-gambling statutes to restrict the use of our
proposed online gaming platform even when used for the wagering on games of
skill. Whether a particular use of our online gaming platform would run afoul of
a state’s internet gambling statute is a determination that can differ from
state to state. We believe that the use of our online gaming platform to offer
games of skill is not gambling under U.S. federal law nor under the laws of a
majority of states. Nevertheless, should a particular state or the federal
government change or interpret its laws to restrict the use of our online gaming
platform, we may no longer be able to offer our software product in such
locality or at all. We plan to include in our licensing agreements with game
service providers a provision precluding the offering of games of skill for a
cash reward in those states which prohibit the wagering on one’s own performance
in a game of skill.
Research
and Development Activities and Costs
The
officers of the Company are developing and carrying out preliminary capability
tests on our online gaming platform.
Costs
and Effects of Compliance with Environmental Laws and Regulations
We are
not in a business that involves the use of materials in a manufacturing stage
where such materials are likely to result in the violation of any existing
environmental rules and/or regulations. Further, we do not own any real property
that could lead to liability as a landowner. Therefore, we do not anticipate
that there will be any substantial costs associated with the compliance with
environmental laws and regulations.
Employees
We have
commenced only limited operations; therefore, we have no employees. Our officers
and Directors provide service to us on an as-needed basis. When we commence full
operations, we will need to hire additional support staff as well as software
developers. We plan to hire a sales representative in or around four months from
the successful completion of this offering to assist in promoting our online
gaming platform. For a detailed description see "Plan of
Operation".
Reports
to Security Holders
We will
make available to securities holders an annual report, including audited
financials, on Form 10-K. While we intend to become a “reporting issuer” under
Section 12 of the Securities Exchange Act of 1934, we are not currently a
reporting company, but upon effectiveness of this registration statement, we
will be required to file reports with the SEC pursuant to the Securities
Exchange Act of 1934, such as quarterly reports on Form 10-Q and current reports
on Form 8-K.
33
WHERE
YOU CAN GET MORE INFORMATION
In
accordance with the Securities Act of 1933, we are filing with the SEC a
registration statement on Form S-1 covering the securities in this offering. As
permitted by rules and regulations of the SEC, this prospectus does not contain
all of the information in the registration statement. For further information
regarding both our Company and the securities in this offering, we refer you to
the registration statement, including all exhibits and schedules, together with
other filed materials, which you may read and copy without charge at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official
business days during the hours of 10 a.m. to 3 p.m. Information on the operation
of the Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. The SEC also maintains an internet site containing reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC. The internet address of this site is http://www.sec.gov
.
DESCRIPTION
OF PROPERTY
We do not
own any real property. We currently maintain our corporate office at 60 Mazeh
Street, Apartment 12, Tel Aviv, 65789, Israel. This space has been provided to
us by on of our Directors and we do not pay monthly rent for use of this space.
This space is sufficient until we complete the development of our
platform.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion of our plan
of operation should be read in conjunction with the financial statements and
related notes that appear elsewhere in this prospectus. This discussion contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those discussed in “Risk
Factors” beginning on page 8 of this prospectus. All forward-looking statements speak
only as of the date on which they are made. We undertake no obligation to update
such statements to reflect events that occur or circumstances that exist after
the date on which they are made.
Overview
We are a
development stage company with limited operations and no revenues from our
business operations. Our auditors have issued a going concern opinion. This
means that our auditors believe there is substantial doubt that we can continue
as an on-going business for the next twelve months. We do not anticipate that we
will generate significant revenues until we have completed development of our
online gaming platform and enter into licensing agreements with online gaming
servers to permit them to offer games of skill on our platform as part of their
member services. Accordingly, we must raise cash from sources other than our
operations in order to implement our marketing plan.
In our
management’s opinion, there is a potential demand for our technology which will
enable online game service providers to provide a platform offering financial
rewards to winners of online competitive games of skill.
To meet
our need for cash, we are attempting to raise money from this offering. We
intend to sell up to a maximum of 2,000,000 shares of our common stock through
this offering, which would generate up to $100,000 in gross proceeds. We believe
that this will allow us to complete development of our online gaming platform,
market our online gaming platform to third party online game service providers,
and remain in business for the next twelve months. If we are unable to generate
revenues after ten months for any reason, or if we are unable to make a
reasonable profit after twelve months, we may have to suspend or cease
operations. At the present time, we have not made any arrangements to raise
additional cash, other than through this offering. If we raise less than the
maximum amount and need additional funds, we may seek to obtain additional funds
through a second public offering, private placement of securities, or loans.
Other than as described in this paragraph, we have no other financing plans at
this time.
34
Plan
of Operation
Our goal
in the next twelve months is to complete development of our online gaming
platform and license our online gaming platform to third party licensees to
permit them to offer games of skill on our platform as part of their member
services.
We
initially intend to focus on the following activities:
|
·
|
Completing development of our
online gaming platform.
|
|
·
|
Securing licensing agreements
with online game service providers in the United States who, as part of
the services offered by such online game service providers, will offer
their member players the opportunity to utilize our online gaming platform
to play games of skill.
|
|
·
|
Advertising our online gaming
platform online on gamers’ portals, blogs and forums with a view to
achieving maximum exposure to the online gaming
community.
|
|
·
|
Hosting annual public relations
events to raise awareness of our online gaming platform and the
opportunity it offers to online game service providers to expand their
business.
|
The funds
raised in this offering will be used for the development and marketing of our
online gaming platform.
Marketing/Advertising
Strategy
In
addition to advertising our online gaming platform on gamers’ portals, blogs and
forums with a view to achieving maximum exposure to the online gaming community,
we currently plan to market our technology and services through a select sales
and marketing strategy whereby we identify key potential online game service
providers that meet our licensee profile, and then contact such prospects
directly. We also plan to attend industry trade shows around the world to
generate new prospects, and respond to referrals from online game service
providers and other industry participants. We will seek licensees with an
established brand, a robust subscriber base, and sufficient resources and
commitment to successfully market games of skill offered on our
platform.
Expenditures
The table
below shows the intended net proceeds from this offering that we expect to
receive for scenarios where we sell various amounts of the shares. Since we are
making this offering without any minimum requirement, there is no guarantee that
we will be successful at selling any of the securities being offered in this
prospectus. Accordingly, the actual amount of proceeds we will raise in this
offering, if any, may differ.
Percent
of Net Proceeds Received
|
Maximum
|
|||||||||||||||||||
Percentage
of Offered Shares Sold
|
10%
|
25%
|
50%
|
75%
|
100%
|
|||||||||||||||
Shares
Sold
|
100,000
|
250,000
|
1,000,000
|
1,500,000
|
2,000,000
|
|||||||||||||||
Gross
Proceeds
|
$
|
10,000
|
$
|
25,000
|
$
|
50,000
|
$
|
75,000
|
$
|
100,000
|
||||||||||
Less
Offering Expenses
|
$
|
(20,000
|
)
|
$
|
(20,000
|
)
|
$
|
(20,000
|
)
|
$
|
(20,000
|
)
|
$
|
(20,000
|
)
|
|||||
Net
Offering Proceeds
|
$
|
(10,000
|
)
|
$
|
5,000
|
$
|
30,000
|
$
|
55,000
|
$
|
80,000
|
The
following chart provides an overview of our budgeted expenditures using the net
proceeds from this offering, by significant area of activity over the next 12
months:
Legal
and Accounting (including SEC compliance)
|
$
|
20,000
|
||
Technology
Development
|
$
|
40,000
|
||
Overhead
|
$
|
5,000
|
||
Advertising
and Marketing
|
$
|
15,000
|
||
Total
|
$
|
80,000
|
35
We hope
to sell all of the shares offered in this
offering, but we believe that we would be able to execute on our business plan
if we sell 75% of the shares offered. We will be unable to execute on
our business plan if we sell less than 75% of the shares offered in this
offering. We must
sell at least 20% of the shares being offered to avoid losing money in this
offering.
Sale of 10% of Shares
Offered in this Offering: If we receive gross proceeds of $10,000, we
will not have any funds available following payment of the costs related to this
offering and we will not be able to implement our plan of operation as detailed
in this section.
Sale of 25% of Shares
Offered in this Offering: If we receive gross proceeds of $25,000, we
will only have $5,000 available following payment of the costs related to this
offering and we will not be able to implement our plan of operation as detailed
in this section. We will need to raise additional funds to continue
development of our online gaming platform and to engage in advertising and
marketing activities.
Sale of 50% of Shares
Offered in this Offering: If we receive gross proceeds of $50,000, we
will have only $30,000 available following payment of the costs related to this
offering, and we will not be able to implement our plan of operation as detailed
in this section. We will have to limit our spending, including costs related to
technology development, and we will need to raise additional funds to complete
development of our online gaming platform and to engage in advertising and
marketing activities.
Sale of 75% of Shares
Offered in this Offering: If we receive gross proceeds of $75,000, we
will have $55,000 available following payment of the costs related to this
offering, and we expect to be able to complete development of our
technology. However, we will have less money to spend on advertising
and marketing, and we will not be able to host public relations events to raise
awareness of our online gaming platform.
Sale of 100% of Shares
Offered in this Offering: If we receive gross proceeds of $100,000, we
will have $80,000 available following payment of the costs related to this
offering, and we will be able to implement our plan of operation as detailed in
this section.
Milestones
Outlined
below is a chronological itemization of the milestones that we intend to achieve
over the next twelve months, assuming we sell 100% of the shares offered in this
offering. If we are able to sell only 25% of the shares offered in
this offering, we will be unable to use the proceeds to complete any of the
milestones detailed below. If we are able to sell only 50% of the
shares offered in this offering, we expect to be able to complete most of the
milestones set forth below for the first and second quarters, but we will not be
able to complete development of our online gaming platform nor hire a sales
representative. If we are able to sell 75% of the shares offered in
this offering, we expect to be able to complete all of the milestones regarding
the development of our technology; however, we will have less money to spend on
advertising and marketing, and we will not be able to host public relations
events to raise awareness of our online gaming platform. In the event
we do not sell at least 75% of the shares offered, we will have to defer working
towards the achievement of the remaining milestones until after we are able to
raise additional working capital.
First Quarter – August to
October 2010
|
·
|
Search for and hire software
developers
|
|
·
|
Design the specifications for the
online gaming platform
|
|
·
|
Commence platform development
upon completion of high level
design
|
|
·
|
Upgrade content on our
"information only" website
|
Second Quarter – November
2010 to January 2011
During
the second three-month period, we expect to achieve the following:
|
·
|
Complete development of our
online gaming platform
|
|
·
|
Search for and hire a sales
representative
|
|
·
|
Initiate marketing of our online
gaming platform
|
|
·
|
Initiate contacts with online
game service providers
|
|
·
|
Initiate development of our
corporate and marketing
materials
|
Third Quarter – February to
April 2011
During
the third three-month period, we expect to perform the following:
|
·
|
Upgrade and improve our
platform
|
|
·
|
Enter into licensing agreements
with online game service
providers
|
|
·
|
Distribute marketing
materials
|
|
·
|
Engage in Internet
advertising
|
36
During
the fourth three-month period, we expect to perform the following:
|
·
|
Upgrade and improve our
platform
|
|
·
|
Enter into licensing agreements
with online game service
providers
|
|
·
|
Distribute marketing
materials
|
|
Engage in Internet
advertising
|
37
Results
of Operations
During
the period from May 26, 2010 (date of inception) through June 30, 2010, we
incurred a net loss of $1,000. This loss consisted primarily of incorporation
costs and administrative expenses. Since inception, we have sold 1,525,000
shares of common stock to our Directors and officers.
Purchase
or Sale of Equipment
Other
than the purchase of access servers, work stations and relevant literature, we
do not expect to purchase or sell any plant or significant
equipment.
Revenues
We had no
revenues for the period from May 26, 2010 (date of inception) through June 30,
2010. We believe that upon receipt of the proceeds of this offering, we will be
able to commence the development of our product and marketing of our
services.
Liquidity
and Capital Resources
Our
balance sheet as of June 30, 2010 reflects assets of $19,500. Cash and cash
equivalents from inception to date have been insufficient to provide the working
capital necessary to operate to date.
Notwithstanding
the success of this offering, we anticipate generating losses and, therefore,
may be unable to continue operations in the future. If we require additional
capital, we would have to issue debt or equity or enter into a strategic
arrangement with a third party. There can be no assurance that additional
capital will be available to us. We currently have no agreements, arrangements
or understandings with any person to obtain funds through bank loans, lines of
credit or any other sources.
Going
Concern Consideration
Our
independent auditors included an explanatory paragraph in their report on the
accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.
Off-Balance Sheet
Arrangements
We have
no off-balance sheet arrangements.
CRITICAL
ACCOUNTING POLICIES
Financial
Reporting Release No. 60, published by the SEC, recommends that all companies
include a discussion of critical accounting policies used in the preparation of
their financial statements. While all these significant accounting policies
impact our financial condition and results of operations, we view certain of
these policies as critical. Policies determined to be critical are those
policies that have the most significant impact on our financial statements and
require management to use a greater degree of judgment and estimates. Actual
results may differ from those estimates.
38
The
accounting policies identified as critical are as follows:
Development
Stage Company
We are
considered a development stage company as defined by ASC 915 “Development Stage
Entities,” as we have no principal operations or revenue from any source.
Operations from the inception of the development stage have been devoted
primarily to strategic planning, raising capital and research and development
activities.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those
estimates.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Other
than the transactions discussed below, we have not entered into any transaction
nor are there any proposed transactions in which any of our Directors, executive
officers, stockholders or any member of the immediate family of any of the
foregoing had or is to have a direct or indirect material interest.
On June
7, 2010, we issued 375,000 shares of our common stock to Mr. Tamir Levinas, our
President, Chief Executive Officer and a Director, for a cash payment of their
par value. We believe this issuance was deemed to be exempt under Regulation S
of the Securities Act. No advertising or general solicitation was employed in
offering the securities. The offering and sale were made only to a non-U.S.
citizen, and transfer was restricted by us in accordance with the requirements
of the Securities Act of 1933.
On June
7, 2010, we issued 750,000 shares of our common stock to Mr. Doron Uziel, our
Treasurer, Chief Financial Officer and Secretary, for a cash payment of their
par value. We believe this issuance was deemed to be exempt under Regulation S
of the Securities Act. No advertising or general solicitation was employed in
offering the securities. The offering and sale were made only to a non-U.S.
citizen, and transfer was restricted by us in accordance with the requirements
of the Securities Act of 1933.
On June
7, 2010, we issued 400,000 shares of our common stock to Mr. Boaz Lowenstein,
our Chief Technical Officer and a Director, for a cash payment of their par
value. We believe this issuance was deemed to be exempt under Regulation S of
the Securities Act. No advertising or general solicitation was employed in
offering the securities. The offering and sale were made only to a non-U.S.
citizen, and transfer was restricted by us in accordance with the requirements
of the Securities Act of 1933.
On June
7, 2010, we issued 350,000 shares of our common stock to Mr. Yoav Lowenstein, a
relative of one of our officers and Directors, for a cash payment of their par
value. We believe this issuance was deemed to be exempt under Regulation S of
the Securities Act. No advertising or general solicitation was employed in
offering the securities. The offering and sale were made only to a non-U.S.
citizen, and transfer was restricted by us in accordance with the requirements
of the Securities Act of 1933.
On June
7, 2010, we issued 375,000 shares of our common stock to Mr. Sagiv Levinas, a
relative of one of our officers and Directors, for a cash payment of their par
value. We believe this issuance was deemed to be exempt under Regulation S of
the Securities Act. No advertising or general solicitation was employed in
offering the securities. The offering and sale were made only to a non-U.S.
citizen, and transfer was restricted by us in accordance with the requirements
of the Securities Act of 1933.
39
On June
7, 2010, we issued 187,500 shares of our common stock to Ms. Sivan Binman for a
cash payment of their par value. We believe this issuance was deemed to be
exempt under Regulation S of the Securities Act. No advertising or general
solicitation was employed in offering the securities. The offering and sale were
made only to a non-U.S. citizen, and transfer was restricted by us in accordance
with the requirements of the Securities Act of 1933.
On June
7, 2010, we issued 562,500 shares of our common stock to Mr. Erez Zino for a
cash payment of their par value. We believe this issuance was deemed to be
exempt under Regulation S of the Securities Act. No advertising or general
solicitation was employed in offering the securities. The offering and sale were
made only to a non-U.S. citizen, and transfer was restricted by us in accordance
with the requirements of the Securities Act of 1933.
Our
officers and Directors may be considered promoters of the Registrant due to
their participation in and management of the business since its
incorporation.
Director
Independence
We are
not subject to listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of “independent Directors.”
We do not believe that any of our directors currently meet the definition of
“independent” as promulgated by the rules and regulations of
NASDAQ.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market
Information
There is
no public market for our common stock.
We have
issued 3,000,000 common shares since our inception on May 26, 2010, all of which
are restricted shares. See "Certain Relationships and Related Transactions"
above regarding these shares. There are no outstanding options or warrants or
securities that are convertible into shares of common stock.
Holders
We had
seven (7) holders of record for our common shares as of August 2,
2010.
Dividends
We have
not paid any dividends since our incorporation and do not anticipate the payment
of dividends in the foreseeable future. At present, our policy is to retain
earnings, if any, to develop and market our products. The payment of dividends
in the future will depend upon, among other factors, our earnings, capital
requirements, and operating financial conditions.
Securities
Authorized for Issuance under Equity Compensation Plans
We do not
have any compensation plan under which equity securities are authorized for
issuance.
40
EXECUTIVE
COMPENSATION
We have
not paid, nor do we owe, any compensation to our executive officers. We have not
paid any compensation to our officers since inception.
We have
no employment agreements with any of our executive officers or
employees.
Option/SAR
Grants
We do not
currently have a stock option plan. No individual grants of stock options,
whether or not in tandem with stock appreciation rights known as SARs or
freestanding SARs have been made to any executive officer or any Director since
our inception; accordingly, no stock options have been granted or exercised by
any of the officers or Directors since we were founded.
Long-Term
Incentive Plans and Awards
We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance. No individual grants or agreements regarding
future payouts under non-stock price-based plans have been made to any executive
officer or any Director or any employee or consultant since our inception;
accordingly, no future payouts under non-stock price-based plans or agreements
have been granted or entered into or exercised by any of the officers or
Directors or employees or consultants since we were founded.
Compensation
of Directors
There are
no current arrangements pursuant to which Directors are or will be compensated
in the future for any services provided as a Director.
Employment
Contracts, Termination of Employment, Change-in-Control
Arrangements
There are
currently no employment or other contracts or arrangements with officers or
Directors. There are no compensation plans or arrangements, including payments
to be made by us, with respect to our officers, Directors or consultants that
would result from the resignation, retirement or any other termination of such
Directors, officers or consultants from us. There are no arrangements for
Directors, officers, employees or consultants that would result from a
change-in-control.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL
DISCLOSURE
Weinberg
& Baer LLC are our auditors. There have not been any disagreements with our
auditors on accounting and financial disclosure or any other
matter.
41
PROGAMING
PLATFORMS CORP.
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO FINANCIAL STATEMENTS
June
30, 2010
Report
of Registered Independent Auditors
|
F-2
|
|
Financial
Statements-
|
||
Balance
Sheet as of June 30, 2010
|
F-3
|
|
Statements
of Operations for the Period Ended June 30, 2010, and Cumulative from
Inception
|
F-4
|
|
Statement
of Changes in Stockholders’ Equity for the Period from Inception Through
June 30, 2010
|
F-5
|
|
Statements
of Cash Flows for the Period Ended June 30, 2010 and Cumulative from
Inception
|
F-6
|
|
Notes
to Financial Statements
|
|
F-7
|
F-1
REPORT
OF REGISTERED INDEPENDENT AUDITORS
To the
Board of Directors and Stockholders
of
Progaming Platforms Corp.:
We have
audited the accompanying balance sheet of Progaming Platforms Corp. (a Delaware
corporation in the development stage) as of June 30, 2010, and the related
statements of operations, stockholders’ equity, and cash flows for the period
ended June 30, 2010, and from inception (May 26, 2010) through June 30, 2010.
These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Progaming Platforms Corp. as of
June 30, 2010, and the results of its operations and its cash flows for the
period ended June 30, 2010, and from inception (May 26, 2010) through June 30,
2010, in conformity with accounting principles generally accepted in the United
States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in the development stage, and has not established any
source of revenue to cover its operating costs. As such, it has incurred an
operating loss since inception. Further, as of as June 30, 2010, the cash
resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan regarding these
matters is also described in Note 2 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Respectfully
submitted,
Weinberg
& Baer LLC
Baltimore,
Maryland
July 22,
2010
F-2
PROGAMING
PLATFORMS CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
AS
OF June 30, 2010
As of
|
||||
June 30,
|
||||
2010
|
||||
Current
Assets:
|
||||
Deferred
Offering Costs
|
$ | 19,500 | ||
Total
current assets
|
$ | 19,500 | ||
Total
Assets
|
$ | 19,500 | ||
LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
|
||||
Current
Liabilities:
|
||||
Accounts
payable and accrued liabilities
|
$ | 20,500 | ||
Total
current liabilities
|
$ | 20,500 | ||
Total
liabilities
|
$ | 20,500 | ||
Commitments
and Contingencies
|
||||
Stockholders'
(Deficit):
|
||||
Common
stock, par value $.0001 per share, 500,000,000 shares authorized;
3,000,000 shares
issued and outstanding
|
$ | 300 | ||
Stock
subscription receivable
|
$ | (300 | ) | |
(Deficit)
accumulated during the development stage
|
$ | (1,000 | ) | |
Total
stockholders' (deficit)
|
$ | (1,000 | ) | |
Total
Liabilities and Stockholders' (Deficit)
|
$ | 19,500 |
The
accompanying notes to financial statements
are an
integral part of these financial statements.
F-3
PROGAMING
PLATFORMS CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
FOR
THE PERIOD ENDED June 30, 2010
AND
CUMULATIVE FROM INCEPTION (May 26, 2010)
Period Ended
|
Cumulative
|
|||||||
June 30,
|
From
|
|||||||
2010
|
Inception
|
|||||||
Revenues
|
$ | - | $ | - | ||||
Expenses:
|
||||||||
General
and administrative
|
$ | 1,000 | $ | 1,000 | ||||
Total
expenses
|
$ | 1,000 | $ | 1,000 | ||||
(Loss)
from Operations
|
$ | (1,000 | ) | $ | (1,000 | ) | ||
Other
Income (Expense)
|
- | - | ||||||
Provision
for income taxes
|
- | - | ||||||
Net
(Loss)
|
$ | (1,000 | ) | $ | (1,000 | ) | ||
(Loss)
Per Common Share:
|
||||||||
(Loss)
per common share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted Average Number of
Common Shares Outstanding - Basic and
Diluted
|
2,000,000 | 2,000,000 |
The
accompanying notes to financial statements are
an
integral part of these financial statements.
F-4
PROGAMING
PLATFORMS CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
FOR
THE PERIOD FROM INCEPTION (May 26, 2010)
THROUGH
June 30, 2010
(Deficit)
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Stock
|
During the
|
|||||||||||||||||||
Common stock
|
Subscription
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Receivable
|
Stage
|
Totals
|
||||||||||||||||
Balance
- at inception
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
stock issued for cash
|
3,000,000 | $ | 300 | $ | (300 | ) | - | - | ||||||||||||
Net
(loss) for the period
|
- | $ | - | $ | - | $ | (1,000 | ) | $ | (1,000 | ) | |||||||||
Balance
-June 30, 2010
|
3,000,000 | $ | 300 | $ | (300 | ) | $ | (1,000 | ) | $ | (1,000 | ) |
The
accompanying notes to financial statements are
an
integral part of these financial statements.
F-5
PROGAMING
PLATFORMS CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
FOR
THE PERIOD ENDED June 30, 2010
AND
CUMULATIVE FROM INCEPTION (May 26, 2010)
Period Ended
|
Cumulative
|
|||||||
June 30,
|
From
|
|||||||
2010
|
Inception
|
|||||||
Operating
Activities:
|
||||||||
Net
(loss)
|
$ | (1,000 | ) | $ | (1,000 | ) | ||
Adjustments
to reconcile net (loss) to net cash (used in) operating
activities:
|
||||||||
Changes
in net assets and liabilities-
|
||||||||
Deferred
Offering Costs
|
$ | (19,500 | ) | (19,500 | ) | |||
Accounts
payable and accrued liabilities
|
$ | 20,500 | $ | 20,500 | ||||
Net
Cash Used in Operating Activities
|
$ | - | $ | - | ||||
Investing
Activities:
|
$ | - | $ | - | ||||
Net
Cash Used in Investing Activities
|
$ | - | $ | - | ||||
Financing
Activities:
|
||||||||
Net
Cash Provided by Financing Activities
|
$ | - | $ | - | ||||
Net
(Decrease) Increase in Cash
|
$ | - | $ | - | ||||
Cash
- Beginning of Period
|
$ | - | $ | - | ||||
Cash
- End of Period
|
$ | - | $ | - | ||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||
Cash
paid during the period for:
|
||||||||
Interest
|
$ | - | $ | - | ||||
Income
taxes
|
$ | - | $ | - |
The
accompanying notes to financial statements are
an
integral part of these financial statements.
F-6
PROGAMING
PLATFORMS CORP..
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(1) Summary of Significant Accounting
Policies
Basis
of Presentation and Organization
ProGaming
Platforms Corp. (“ProGaming Platforms” or the “Company”) is a Delaware
corporation in the development stage and has not commenced operations. The
Company was incorporated under the laws of the State of Delaware on May 26,
2010. The business plan of the Company is to engage in the development of an
online gaming platform and to enter into licensing agreements with game servers
in the United States in order to allow them to offer games of skill on our
platform as part of their member services.
The
accompanying financial statements of the Company were prepared from the accounts
of the Company under the accrual basis of accounting.
Cash
and Cash Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents. As of
June 30, 2010 the company has no cash or cash equivalents.
Revenue
Recognition
The
Company is in the development stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. There were no dilutive financial instruments issued or outstanding for
the period ended June 30, 2010.
Income
Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax
assets and liabilities are determined based on temporary differences between the
bases of certain assets and liabilities for income tax and financial reporting
purposes. The deferred tax assets and liabilities are classified according to
the financial statement classification of the assets and liabilities generating
the differences.
The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the Federal tax
laws.
F-7
Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of June 30, 2010, the carrying value of accounts payable and
accrued liabilities approximated fair value due to the short-term nature and
maturity of these instruments.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
Impairment
of Long-Lived Assets
The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
period ended June 30, 2010, no events or circumstances occurred for which an
evaluation of the recoverability of long-lived assets was required.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions. As
such, subsequent registration costs and expenses are expensed as
incurred.
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of June 30, 2010, and expenses for the period ended June 30,
2010, and cumulative from inception. Actual results could differ from those
estimates made by management.
Fiscal
Year End
The
Company has adopted a fiscal year end of December 31.
Recent
Accounting Pronouncements
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), codified
in FASB ASC 820-10-65, which provides additional guidance for estimating fair
value in accordance with ASC 820-10 when the volume and level of activity for an
asset or liability have significantly decreased. ASC 820-10-65 also includes
guidance on identifying circumstances that indicate a transaction is not
orderly. The adoption of ASC 820-10-65 did not have an impact on the Company's
results of operations or financial condition.
F-8
In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165") codified in
FASB ASC 855-10-05, which provides guidance to establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. FASB
ASC 855-10-05 also requires entities to disclose the date through which
subsequent events were evaluated as well as the rationale for why that date was
selected. FASB ASC 855-10-05 is effective for interim and annual periods ending
after June 15, 2009. FASB ASC 855-10-05 requires that public entities evaluate
subsequent events through the date that the financial statements are
issued.
In June
2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets - an amendment of FASB Statement No. 140" ("SFAS 166"), codified as FASB
ASC 860, which requires entities to provide more information regarding sales of
securitized financial assets and similar transactions, particularly if the
entity has continuing exposure to the risks related to transferred financial
assets. FASB ASC 860 eliminates the concept of a "qualifying special-purpose
entity," changes the requirements for derecognizing financial assets and
requires additional disclosures. FASB ASC 860 is effective for fiscal years
beginning after November 15, 2009. The adoption of FASB ASC 860 did not have an
impact on the Company's financial condition, results of operations or cash
flows.
In June
2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)" ("SFAS 167"), codified as FASB ASC 810-10, which modifies how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. FASB ASC
810-10 clarifies that the determination of whether a company is required to
consolidate an entity is based on, among other things, an entity's purpose and
design and a company's ability to direct the activities of the entity that most
significantly impact the entity's economic performance. FASB ASC 810-10 requires
an ongoing reassessment of whether a company is the primary beneficiary of a
variable interest entity. FASB ASC 810-10 also requires additional disclosures
about a company's involvement in variable interest entities and any significant
changes in risk exposure due to that involvement. FASB ASC 810-10 is effective
for fiscal years beginning after November 15, 2009. The adoption of FASB ASC
810-10 did not have an impact on the Company's financial condition, results of
operations or cash flows.
In June
2009, the FASB issued FASB ASC 105, Generally Accepted Accounting Principles,
which establishes the FASB Accounting Standards Codification as the sole source
of authoritative generally accepted accounting principles. Pursuant to the
provisions of FASB ASC 105, we have updated references to GAAP in our financial
statements. The adoption of FASB ASC 105 did not impact the Company's financial
position or results of operations.
(2) Development Stage Activities and
Going Concern
The
Company is currently in the development stage, and has no operations. The
business plan of the Company is to engage in the development of an online gaming
platform and to enter into licensing agreements with game servers in the United
States in order to allow them to offer games of skill on our platform as part of
their member services.
The
Company has commenced a capital formation activity by filing a Registration
Statement on Form S-1 to the SEC to register and sell in a self-directed
offering 2,000,000 shares of newly issued common stock at an offering price of
$0.05 per share for proceeds of up to $100,000.
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has not
established any source of revenue to cover its operating costs, and as such, has
incurred an operating loss since inception. Further, as of June 30, 2010, the
cash resources of the Company were insufficient to meet its current business
plan, and the Company had negative working capital. These and other factors
raise substantial doubt about the Company’s ability to continue as a going
concern. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going
concern.
F-9
(3) Common Stock
On June
7, 2010, the Company issued 1,525,000 shares of its common stock to individuals
who are Directors and officers of the company for $153 subscriptions
receivable.
On June
7, 2010, the Company issued 1,475,000 shares of its common stock to individuals
who are founders of the company for $147 subscriptions receivable.
The
Company has commenced a capital formation activity by filing a Registration
Statement on Form S-1 to the SEC to register and sell in a self-directed
offering 2,000,000 shares of newly issued common stock at an offering price of
$0.05 per share for proceeds of up to $100,000. As of June 30, 2010, the Company
accrued $19,500 of deferred offering costs related to this capital formation
activity.
(4) Income Taxes
The
provision (benefit) for income taxes for the period ended June 30, 2010, was as
follows (assuming a 23% effective tax rate):
2010
|
||||
Current
Tax Provision:
|
||||
Federal-
|
||||
Taxable
income
|
$ | - | ||
Total
current tax provision
|
$ | - | ||
Deferred
Tax Provision:
|
||||
Federal-
|
||||
Loss
carryforwards
|
$ | 230 | ||
Change
in valuation allowance
|
(230 | ) | ||
Total
deferred tax provision
|
$ | - |
F-10
The
Company had deferred income tax assets as of June 30, 2010, as
follows:
2010
|
||||
Loss
carryforwards
|
$ | 230 | ||
Less
- Valuation allowance
|
(230 | ) | ||
Total
net deferred tax assets
|
$ | - |
The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended June 30, 2010, because it is not presently known whether
future taxable income will be sufficient to utilize the loss
carryforwards.
As of
June 30, 2010, the Company had approximately $1,000 in tax loss carryforwards
that can be utilized in future periods to reduce taxable income, and expire by
the year 2030.
(5) Related Party
Transactions
As
described in Note 3, on June 7, 2010, the Company issued 1,525,000 shares of its
common stock to Directors and officers for $153 subscriptions
receivable.
F-11
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Indemnification
of Directors, Officers, Employees and Agents
Delaware
law authorizes corporations to limit or eliminate the personal liability of
directors to corporations and their stockholders for monetary damages for
breaches of directors’ fiduciary duties. Our bylaws includes a provision that
eliminates, to the fullest extent permitted by Delaware law, the personal
liability of a director to our company or our stockholders for monetary damages
for any breach of fiduciary duty as a director. Subject to certain limitations,
our bylaws provides that we must indemnify our directors and executive officers
to the fullest extent permitted by Delaware law.
The
limitation of liability and indemnification provisions in our bylaws may
discourage stockholders from bringing a lawsuit against directors for breach of
their fiduciary duty. These provisions may also have the effect of reducing the
likelihood of derivative litigation against directors and officers, even though
such an action, if successful, might otherwise benefit us and our stockholders.
In addition, your investment may be adversely affected to the extent we pay the
costs of settlement and damage awards against directors and officers pursuant to
these indemnification provisions.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons 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 the Securities Act and
is therefore, unenforceable.
There is
currently no pending material litigation or proceeding involving any of our
directors, officers or employees for which indemnification is
sought.
Other
Expenses of Issuance and Distribution
The
estimated expenses payable by us in connection with the offering described in
this Registration Statement (other than underwriting discounts and commissions)
will be as follows. With the exception of the filing fees for the U.S.
Securities Exchange Commission, all amounts are estimates. All such expenses
will be borne by the Registrant.
Name of Expense
|
Amount
|
|||
Securities
and Exchange Commission registration fee
|
$ | 8 | ||
Costs
of printing and Edgarization ( 1
)
|
$ | 1,000 | ||
Legal,
accounting fees and expenses ( 1
)
|
$ | 19,000 | ||
Total
( 1
)
|
$ | 20,008 |
( 1 )
Estimated.
II-1
Recent
Sales of Unregistered Securities
In June
2010, we issued 3,000,000 of our ordinary shares to our initial shareholders.
None of these transactions involved any underwriters, underwriting discounts or
commissions, or any public offering. We believe these transactions were exempt
from registration under Regulation S under the Securities Act. The
aggregate offering price relating to these issuances are as set forth in the
table below.
Name of Shareholder
|
Aggregate Offering
Price
|
||||
Tamir
Levinas
|
$ | 37.50 | |||
Boaz
Lowenstein
|
$ | 40.00 | |||
Doron
Uziel
|
$ | 75.00 | |||
Sagi
Levinas
|
$ | 37.50 | |||
Yoav
Lowenstein
|
$ | 35.00 | |||
Sivan
Binman
|
$ | 18.75 | |||
Erez
Zino
|
$ | 56.25 | |||
Total
|
$ | 300.00 |
The offer
and sale of all shares of our common stock listed above were affected in
reliance on the exemptions for sales of securities not involving a public
offering, as set forth in Regulation S promulgated under the Securities Act. The
investor acknowledged the following: subscriber is not a United States Person,
nor is the subscriber acquiring the shares directly or indirectly for the
account or benefit of a United States Person. None of the funds used by the
subscriber to purchase the units have been obtained from United States Persons.
For purposes of this Agreement, “United States Person” within the meaning of
U.S. tax laws, means a citizen or resident of the United States, any former U.S.
citizen subject to Section 877 of the Internal Revenue Code, any corporation, or
partnership organized or existing under the laws of the United States of America
or any state, jurisdiction, territory or possession thereof and any estate or
trust the income of which is subject to U.S. federal income tax irrespective of
its source, and within the meaning of U.S. securities laws, as defined in Rule
902(o) of Regulation S, means: (i) any natural person resident in the United
States; (ii) any partnership or corporation organized or incorporated under the
laws of the United States; (iii) any estate of which any executor or
administrator is a U.S. person; (iv) any trust of which any trustee is a U.S.
person; (v) any agency or branch of a foreign entity located in the United
States; (vi) any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary for the benefit or account
of a U.S. person; (vii) any discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary organized, incorporated,
or (if an individual) resident in the United States; and (viii) any partnership
or corporation if organized under the laws of any foreign jurisdiction, and
formed by a U.S. person principally for the purpose of investing in securities
not registered under the Securities Act, unless it is organized or incorporated,
and owned, by accredited investors (as defined in Rule 501(a)) who are not
natural persons, estates or trusts.
Exhibits
and Financial Statement Schedules
(a)
Exhibits:
The
following exhibits are filed as part of this registration
statement:
Exhibit
|
Description
|
|
3.1*
|
Articles
of Incorporation of Registrant.
|
|
3.2*
|
Bylaws
of Registrant.
|
|
4.1*
|
Specimen
Common Stock Certificate.
|
|
4.2*
|
Form
of Subscription Agreement between the Registrant and its initial
shareholders from June 2010.
|
|
5.1*
|
Opinion
of SRK Law Offices regarding the legality of the securities being
registered.
|
|
23.1
|
Consent
of Weinberg & Baer LLC.
|
|
23.2*
|
Consent
of Legal Counsel (incorporated in Exhibit 5.1).
|
|
24.1*
|
Power
of Attorney.
|
*
Previously filed.
II-2
Undertakings
The
undersigned Registrant hereby undertakes to:
(a) 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;
(ii)
reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii)
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(b) that,
for the purpose of determining any liability under the Securities Act, each
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.
(c) to
file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(d) that
insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant,
the Registrant has been advised that in the opinion of the SEC, 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 Registration of expenses
incurred or paid by a director, officer or controlling person to 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
(e) that,
for the purpose of determining liability under the Securities Act 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.
(f) that,
for the purpose of determining liability of the Registrant under the Securities
Act to any purchaser in the initial distribution of the securities, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the Registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such
purchaser:
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(i) any
preliminary prospectus or prospectus of the Registrant relating to the offering
filed pursuant to Rule 424;
(ii) any
free writing prospectus relating to the offering prepared by or on behalf of the
Registrant or used or referred to by the Registrant;
(iii) the
portion of any other free writing prospectus relating to the offering containing
material information about the Registrant or its securities provided by or on
behalf of the Registrant; and
(iv) any
other communication that is an offer in the offering made by the Registrant to
the purchaser.
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Signatures
In
accordance with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Amendment 3 to Form S-1 and has authorized
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Tel Aviv, Israel on October 19,
2010.
PROGAMING
PLATFORMS CORP.
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||
By:
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/s/ Tamir Levinas
|
|
Name:
Tamir Levinas
|
||
Title:
President, Chief Executive Officer and
Director
|
||
(Principal
Executive Officer)
|
In
accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
Date:
October 19, 2010
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/s/ Tamir Levinas
|
Name:
Tamir Levinas
|
|
Title:
President, Chief Executive Officer and
Director
(Principal
Executive Officer)
|
|
Date:
October 19, 2010
|
/s/ Doron Uziel
|
Name:
Doron Uziel
Title:
Chief Financial Officer, Treasurer, and
Secretary
(Principal
Financial and Accounting Officer)
|
Date:
October 19, 2010
/s/ Boaz Lowenstein
|
|
Name:
Boaz Lowenstein
|
|
Title:
Chief Technical Officer and
Director
|
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