Attached files
--------------------------------------- 1
UNITED STATES
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549#OMB Number: 3235-0065
Expires: April 30, 2009
Estimated average burden
FORM S-1
hours per response . .... . 425.00
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Sahas Technologies LLC (zapaat.com)
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
7374
(Primary Standard Industrial Classification Code Number)
01-0964058
(I.R.S. Employer Identification Number)
3 East 3rd Street,
Apt 27,
New York,
NY 10003 USA
Phone: 917-250-5870
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Syamantak Saha
3 East 3rd Street,
Apt 27,
New York,
NY 10003 USA
Phone: 917-250-5870
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
03-03-2011
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box:
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of large accelerated filer," "accelerated filer,
(r) and "smaller reporting company" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company X
Persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a
SEC 870 (05-06) currently valid OMB control number.
1
--------------------------------------- 2
Calculation of Registration Fee
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Amount to be Offering Aggregate Amount of
be RegisteredRegistered Price Per Unit Offering Price Registration Fee
Note: Specific details relating to the fee calculation shall be furnished
in notes to the table, including references to provisions
of Rule 457 (1/2230.457 of this chapter) relied upon, if the basis of
the calculation is not otherwise evident from the information presented
in the table. If the filing fee is calculated pursuant to Rule 457(o)
under the Securities Act, only the title of the class of securities
to be registered, the proposed maximum aggregate offering price for
that class of securities and the amount of registration fee need
to appear in the Calculation of Registration Fee table. Any difference
between the dollar amount of securities registered for such
offerings and the dollar amount of securities sold may be carried
forward on a future registration statement pursuant to Rule 429 under
the Securities Act.
GENERAL INSTRUCTIONS
I.#Eligibility Requirements for Use of Form S-1
This Form shall be used for the registration under the Securities Act
of 1933 (1/2Securities Act1/2) of securities of all registrants
for which no other form is authorized or prescribed, except that this
Form shall not be used for securities of foreign governments
or political subdivisions thereof.
II.# Application of General Rules and Regulations
A.# Attention is directed to the General Rules and Regulations under
the Securities Act, particularly those comprising
Regulation C (17 CFR 230.400 to 230.494) thereunder. That Regulation
contains general requirements regarding the
preparation and filing of the registration statement.
B.# Attention is directed to Regulation S-K (17 CFR Part 229) for the
requirements applicable to the content of the non-financial
statement portions of registration statements under the Securities Act.
Where this Form directs the registrant to furnish
information required by Regulation S-K and the item of Regulation S-K so
provides, information need only be furnished
to the extent appropriate.
III.# Exchange Offers
If any of the securities being registered are to be offered in exchange
for securities of any other issuer, the prospectus shall
also include the information which would be required by item 11 if the
securities of such other issuer were registered on this Form.
There shall also be included the information concerning such securities
of such other issuer which would be called for by Item 9 if
such securities were being registered. In connection with this
instruction, reference is made to Rule 409.
IV.# Roll-up Transactions
If the securities to be registered on this Form will be isued in a roll-up
transction as defined in Item 901(c) of Regulation S-K
(17 CFR 229.901(c)), attention is directed to the requirements of Form S-4
applicable to roll-up transactions, including, but not limited
to, General Instruction I.
V.# Registration of Additional Securities
With respect to the registration of additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, the
registrant may file a registration statement consisting only of the
following:
the facing page; a statement that the contents of the
earlier registration statement, identified by file number, are incorporated
by
reference; required opinions and consents; the signature
page; and any price-related information omitted from the earlier
registration
statement in reliance on Rule 430A that the registrant
2#
--------------------------------------- 3
chooses to include in the new registration statement. The information
contained in such a Rule 462(b) registration statement shall
be deemed to be a part of the earlier registration statement as of the
date of effectiveness of the Rule 462(b) registration statement.
Any opinion or consent required in the Rule 462(b) registration statement
may be incorporated by reference from the earlier
registration statement with respect to the offering, if: (i) such opinion
or consent expressly provides for such incorporation; and (ii)
such opinion relates to the securities registered pursuant to Rule 462(b).
See Rule 411(c) and Rule 439(b) under the Securities Act.
VI. Offerings of Asset-Backed Securities.
The following applies if a registration statement on this Form S-1 is being
used to register an offering of asset-backed
securities. Terms used in this General Instruction VI. have the same meaning
as in Item 1101 of Regulation AB (17 CFR
229.1101).
A. Items that may be Omitted.
Such registrants may omit the information called for by Item 11, Information
with Respect to the Registrant.
B. Substitute Information to be Included.
In addition to the Items that are otherwise required by this Form, the
registrant must furnish in the prospectus the information
required by Items 1102 through 1120 of Regulation AB (17 CFR 229.1102
through 229.1120).
C. Signature
The registration statement must be signed by the depositor, the depositor
principal executive officer or officers, principal
financial officer and controller or principal accounting officer, and by
at least a majority of the depositors board of directors or
persons performing similar functions.
VII. Eligibility to Use Incorporation by Reference
If a registrant meets the following requirements immediately prior to
the time of filing a registration statement on this Form, it
may elect to provide information required by Items 3 through 11 of
this Form in accordance with Item 11A and Item 12 of this
Form:
A. The registrant is subject to the requirement to file reports
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 (Exchange Act).
B. The registrant has filed all reports and other materials required
to be filed by Sections 13(a), 14, or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports and materials).
C. The registrant has filed an annual report required under Section
13(a) or Section 15(d) of the Exchange Act for its most
recently completed fiscal year.
D. The registrant is not:
1. And during the past three years neither the registrant nor any of
its predecessors was:
(a) A blank check company as defined in Rule 419(a)(2) (2230.419(a)(2));
(b) A shell company, other than a business combination related shell
company, each as defined in Rule 405
(230.405); or
(c) A registrant for an offering of penny stock as defined in Rule
3a51-1 of the Exchange Act (240.3a51-1 of this
chapter).
2. Registering an offering that effectuates a business combination
transaction as defined in Rule 165(f)(1) (230.165(f)(1)
of this chapter).
E. If a registrant is a successor registrant it shall be deemed to
have satisfied conditions A., B., C., and D.2 above if:
1. Its predecessor and it, taken together, do so, provided that the
succession was primarily for the purpose of changing
the state of incorporation of the predecessor or forming a holding
company and that the assets and liabilities of the
successor at the time of succession were substantially the same as
those of the predecessor; or
2. All predecessors met the conditions at the time of succession and
the registrant has continued to do so since the
succession.
F. The registrant makes its periodic and current reports filed
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference pursuant to Item 11A or Item 12 of
this Form readily available and accessible on a Web site
3#
--------------------------------------- 4
maintained by or for the registrant and containing information about
the registrant.
PART IINFORMATION REQUIRED IN PROSPECTUS
Item 1. Forepart of the Registration Statement and Outside Front Cover
Page of Prospectus.
Set forth in the forepart of the registration statement and on the
outside front cover page of the prospectus the information
required by Item 501 of Regulation S-K (1/2229.501 of this chapter).
Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
Set forth on the inside front cover page of the prospectus or, where
permitted, on the outside back cover page, the information
required by Item 502 of Regulation S-K (1/2229.502 of this chapter).
Item 3. Summary Information, Risk Factors and Ratio of Earnings to
Fixed Charges.
Furnish the information required by Item 503 of Regulation S-K (1/2229.503
of this chapter).
Item 4. Use of Proceeds.
Furnish the information required by Item 504 of Regulation S-K (1/2229.504
of this chapter).
Item 5. Determination of Offering Price.
Furnish the information required by Item 505 of Regulation S-K (1/2229.505
of this chapter).
Item 6. Dilution.
Furnish the information required by Item 506 of Regulation S-K (229.506
of this chapter).
Item 7. Selling Security Holders.
Furnish the information required by Item 507 of Regulation S-K (229.507
of this chapter).
Item 8. Plan of Distribution.
Furnish the information required by Item 508 of Regulation S-K (229.508
of this chapter).
Item 9. Description of Securities to be Registered.
Furnish the information required by Item 202 of Regulation S-K (229.202
of this chapter).
Item 10. Interests of Named Experts and Counsel.
Furnish the information required by Item 509 of Regulation S-K (229.509
of this chapter).
Item 11. Information with Respect to the Registrant.
Furnish the following information with respect to the registrant:
(a)# Information required by Item 101 of Regulation S-K (229.101 of this
chapter), description of business;
(b)# Information required by Item 102 of Regulation S-K (229.102 of this
chapter), description of property;
(c)# Information required by Item 103 of Regulation S-K (229.103
of this chapter), legal proceedings;
(d)# Where common equity securities are being offered, information
required by
Item 201 of Regulation S-K (229.201 of this chapter),
market price of and dividends on the registrants common equity and
related stockholder matters;
4#
--------------------------------------- 5
(e)# Financial statements meeting the requirements of Regulation S-X
(17 CFR
Part 210) (Schedules required under Regulation S
X shall be filed as Financial Statement Schedules pursuant to Item
16, Exhibits and Financial Statement Schedules, of this
Form), as well as any financial information required by Rule 3-05
and Article
11 of Regulation S-X. A smaller reporting company
may provide the information in Rules 8-04 and 8-05 of Regulation
S-X in lieu
of the financial information required by Rule 3
05 and Article 11 of Regulation S-X;
(f)# Information required by Item 301 of Regulation S-K (229.301 of
this chapter), selected financial data;
(g)# Information required by Item 302 of Regulation S-K (229.302 of
this chapter), supplementary financial in formation;
(h)# Information required by Item 303 of Regulation S-K (229.303 of
this chapter), managements discussion and analysis of
financial condition and results of operations;
(i)# Information required by Item 304 of Regulation S-K (229.304 of
this chapter), changes in and disagreements with accountants
on accounting and financial disclosure;
(j)# Information required by Item 305 of Regulation S-K (229.305 of
this chapter), quantitative and qualitative disclosures about
market risk.
(k)# Information required by Item 401 of Regulation S-K (229.401 of
this chapter), directors and executive officers;
(l)# Information required by Item 402 of Regulation S-K (229.402 of
this chapter), executive compensation;
(m)# Information required by Item 403 of Regulation S-K (229.403 of
this chapter), security ownership of certain beneficial owners
and management; and
(n)# Information required by Item 404 of Regulation S-K (229.404 of
this chapter), certain relationships and related transactions.
Item 11A. Material Changes.
If the registrant elects to incorporate information by reference
pursuant
to General Instruction VII., describe any and all material
changes in the registrants affairs which have occurred since the end
of the latest fiscal year for which audited financial
statements were included in the latest Form 10-K and which have not
been
described in a Form 10-Q or Form 8-K filed under the
Exchange Act.
Item 12. Incorporation of Certain Information by Reference.
If the registrant elects to incorporate information by reference
pursuant
to General Instruction VII.:
(a) It must specifically incorporate by reference into the prospectus
contained in the registration statement the following
documents by means of a statement to that effect in the prospectus
listing all such documents:
(1) The registrants latest annual report on Form 10-K filed pursuant
to Section 13(a) or Section 15(d) of the Exchange Act
which contains financial statements for the registrants latest
fiscal year for which a Form 10-K was required to have been
filed; and
(2) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act or proxy or information statements filed
pursuant to Section 14 of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in
paragraph (a)(1) above.
Note to Item 12(a). Attention is directed to Rule 439
(1/2230.439) regarding consent to use of material incorporated
by reference.
(b)(1) The registrant must state:
(i) That it will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, a copy of
any or all of the reports or documents that have been incorporated
by reference in the prospectus contained in the
registration statement but not delivered with the prospectus;
(ii) That it will provide these reports or documents upon written
or oral request;
(iii) That it will provide these reports or documents at no cost
to the requester;
5#
--------------------------------------- 6
(iv) The name, address, telephone number, and e-mail address, if any,
to which the request for these reports or
documents must be made; and
(v) The registrants Web site address, including the uniform
resource locator (URL) where the incorporated reports and
other documents may be accessed.
Note to Item 12(b)(1). If the registrant sends any of the information
that is incorporated by reference in the prospectus
contained in the registration statement to security holders, it
also must send any exhibits that are specifically incorporated by
reference in that information.
(2) The registrant must:
(i) Identify the reports and other information that it files with
the SEC; and
(ii) State that the public may read and copy any materials it files
with the SEC at the SECs Public Reference Room at
100 F Street, N.E., Washington, DC 20549. State that the public may
obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. If the registrant is an
electronic filer, state that the SEC maintains an Internet site
that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the
SEC and state the address of that site (http://www.sec.gov).
Item 12A. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities.
Furnish the information required by Item 510 of Regulation S-K
(1/2229.510 of this chapter).
PART IIINFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
Furnish the information required by Item 511 of Regulation S-K
(1/2229.511 of this chapter).
Item 14. Indemnification of Directors and Officers.
Furnish the information required by Item 702 of Regulation S-X
(1/2229.702 of this chapter).
Item 15. Recent Sales of Unregistered Securities.
Furnish the information required by Item 701 of Regulation S-K
(1/2229.701 of this chapter).
Item 16. Exhibits and Financial Statement Schedules.
(a)# Subject to the rules regarding incorporation by reference,
furnish the exhibits as required by Item 601 of Regulation S-K
(1/2229.601
of this chapter).
(b)# Furnish the financial statement schedules required by Regulation
S-X (17 CFR Part 210) and Item 11(e) of this Form. These
schedules shall be lettered or numbered in the manner described for
exhibits in paragraph (a).
Item 17. Undertakings.
6#
--------------------------------------- 7
Furnish the undertakings required by Item 512 of Regulation S-K
(1/2229.512 of this chapter).
SIGNATURES#
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the City of __________New York____________________________,
State of __New York_________________________,
on___6__January___ , 2011_.
Syamantak Saha
(Registrant)
SS
Chief Executive Officer
By (Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
SS
(Signature)
Chief Executive Officer
(Title)
6 January 2011
(Date)
Instructions.
1.# The registration statement shall be signed by the registrant, its
principal executive officer or officers, its principal financial
officer, its controller or principal accounting officer and by at least
a majority of the board of directors or persons performing
similar functions. If the registrant is a foreign person, the
registration statement shall also be signed by its authorized
representative in the United States. Where the registrant is a limited
partnership, the registration statement shall be signed by
a majority of the board of directors of any corporate general partner
signing the registration statement.
2.# The name of each person who signs the registration statement
shall be typed or printed beneath his signature. Any person
who occupies more than one of the specified positions shall indicate
each capacity in which he signs the registration statement.
Attention is directed to Rule 402 concerning manual signatures and to
Item 601 of Regulation S-K concerning signatures
pursuant to powers of attorney.
INSTRUCTIONS AS TO SUMMARY PROSPECTUSES
1.# A summary prospectus used pursuant to Rule 431 (230.431 of
this chapter), shall at the time of its use contain much of the
information specified below as is then included in the registration
statement. All other information and documents contained
in the registration statement may be omitted.
(a)# As to Item 1, the aggregate offering price to the public, the
aggregate underwriting discounts and commissions and the
offering price per unit to the public;
(b)# As to Item 4, a brief statement of the principal purposes for
which the proceeds are to be used;
(c)# As to Item 7, a statement as to the amount of the offering,
if any, to be made for the account of security holders;
(d)# As to Item 8, the name of the managing underwriter or underwriters
and a brief statement as to the nature of the
underwriters obligation to take the securities; if any securities
to be registered are to be offered otherwise than through
underwriters, a brief statement as to the manner of distribution; and,
if securities are to be offered otherwise than for cash.
a brief statement as to the general purposes of the distribution, the
basis upon which the securities are to be offered, the
amount of compensation and other expenses of distribution, and by whom
they are to be borne;
(e)# As to Item 9, a brief statement as to dividend rights, voting
rights, conversion rights, interest, maturity;
(f)# As to Item 11, a brief statement of the general
character of the business done and intended to be done, the
selected financial
7#
--------------------------------------- 8
data (Item 301 of Regulation S-K (229.301 of this chapter)) and a brief
statement of the nature and present status of any
material pending legal proceedings; and
(g)# A tabular presentation of notes payable, long term debt, deferred
credits, minority interests, if material, and the equity
section of the latest balance sheet filed, as may be appropriate.
2.# The summary prospectus shall not contain a summary or condensation of
any other required financial information except as
provided above.
3.# Where securities being registered are to be offered in exchange for
securities of any other issuer, the summary prospectus also
shall contain that information as to Items 9 and 11 specified in paragraphs
(e) and (f) above which would be required if the
securities of such other issuer were registered on this Form.
4.# The Commission may, upon the request of the registrant, and where
consistent with the protection of investors, permit the
omission of any of the information herein required or the furnishing in
substitution therefor of appropriate information of
comparable character. The Commission may also require the inclusion of
other information in addition to, or in substitution
for, the information herein required in any case where such information
is necessary or appropriate for the protection of
investors.
8#
