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EX-23.1 - CONSENT OF ACCOUNTANTS - Bio-En Holdings Corp.olivia_ex231.htm
As filed with the Securities and Exchange Commission on February 13, 2013
Registration No.
 333-186629
Amendment Number 3
April 15 , 2013
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

OLIVIA INC.
(Name of Small Business Issuer in its Charter)

Delaware
 
2050
 
990369776
(State or Other Jurisdiction
 
(Primary Standard Industrial
 
(IRS Employer
of Organization)
 
Classification Code)
 
Identification #)

8605 Santa Monica Blvd #88454
Los Angeles, CA 90069-4109
Phone: (213) 947-1011
 
Vcorp Registered Agent
25 Robert Pitt Drive, Suite 204
Monsey, New York 10952
Phone: (845) 425-0077
Fax (845) 818-3588
(Address and telephone of
 
(Name, address and telephone number
registrant’s executive office)
 
of agent for service)
 
Please send copies of all correspondence to:
Law Offices of Jonathan D. Strum
5638 Utah Avenue NW
Washington DC 20015
Ph: (202) 362-9027
Fax: (202) 362-9037
Email: jdstrum@jdstrumlaw.com

Approximate date of proposed sale to the public: As soon as practical after this registration statement becomes effective. If any of the securities being registered herein will be sold by the security shareholders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933 please check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller Reporting Company
x



 
 

 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered (3)
 
Amount To
Be (1)
Registered
   
Proposed
Maximum
Offering Price
per Security(2)
   
Proposed
Maximum
Aggregate
Offering Price
 
Amount of
Registration Fee
(3)(4)
                     
Common stock by company par value $0.0001
    500,000     $ 0.16     $ 80,000  
$10.91

 
(1)
We may not sell all of the shares, in fact it may not sell any of the shares. For example, if only 50% of the shares are sold, there will be 250,000 shares sold and the gross proceeds will be $40,000.
     
 
(2)
The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.
     
 
(3)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933
 
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR 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.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTILTHE 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.

 
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The information in this prospectus is not complete and may be changed. 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.
 
PROSPECTUS

OLIVIA INC.

500,000 SHARES OF COMMON STOCK

$0.16 PER SHARE

This registration statement constitutes the initial public offering of Olivia Inc. (the “Company”, “us”, or “Olivia Inc.”, common stock. We are registering 500,000 shares of common stock at an offering price of $0.16 per share. There are no underwriters or broker dealers involved with the offering.

The company will offer the securities on a BEST EFFORTS basis, which means that our directors and officers will use their best efforts to market and sell the common stock. The shares will be offered at a fixed price of $0.16 per share for the duration of the offering, and there will be no minimum number of shares required to be sold close the offering. The Company’s officers and directors will be responsible to market and sell these securities.

Currently, the officers own 100% of the Company’s common stock. After the offering, the officers will jointly own and retain a sufficient number of shares to continue to control the operations of the Company.
 
If all the shares are not sold, there is the possibility that the amount raised may be minimal and might not even cover the costs of the offering which the Company estimates at $18,000. The proceeds from the sale of the securities will be placed directly into the Company’s account; any investor who purchases shares will have no assurance that any monies besides themselves will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable. The Company will pay all expenses incurred in this offering, if no funds are raised pursuant to this registration statement from cash on hand. There has been no public trading market for our common stock.
 
The proceeds from the sale of the securities will be placed directly into the Company’s account, because we are not a blank check company pursuant to Rule 419 of Regulation C of the Securities Act of 1933.  We are not a blank check company because we have a definitive concept and are pursuing a defined business objective – the establishment of an on-line artesian bread company.
 
The offering shall terminate on the earlier of (i) the date when the sale of all 500,000 shares is completed or (ii) ninety (90) days from the date of this prospectus becomes effective. The Company may, at its discretion, extend the offering for an additional 90 days beyond the ninety (90) days from the effective date of this prospectus. If we choose to extend for an additional 90 days we will file a post effective amendment to our Registration Statement.
 
Under the JOBS Act of 2012, the Company is deemed to be an “emerging growth” company (revenue under $1 Billion) will be subject to reduced public company reporting requirements. See "The Company: Jumpstart Our Business Startups Act" contained herein. The company has elected to opt-in and make use of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act of 2012.  Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, as a smaller reporting company, we are permanently relieved from the requirement of providing auditor attestation under Section 404 of the Sarbanes-Oxley Act (SARBOX).  Section 404 of SARBOX otherwise requires all public companies to include in their annual reports on Form 10-K a report from management on the effectiveness of the company's internal control over financial reporting. Section 404(b) requires the company's independent auditor to attest to management's assessment of the effectiveness of those internal controls.  Additionally, as a smaller reporting company we are exempt from the compensation committee independence requirements and the compensation committee adviser independence requirements.
 
There is currently no public or established market for our shares. Consequently, our shareholders will not be able to sell their shares in any organized market place and may be limited to selling their shares privately. Accordingly, an investment in our Company is an illiquid investment. Moreover, because we have nominal assets consisting mainly of cash we are considered a shell company.
 
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PLEASE REFER TO ‘RISK FACTORS ‘BEGINNING ON PAGE 5.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THEW ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus.

The date of this prospectus is ____________, 2013
 
 
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The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS
 
PAGE NO.
 
       
SUMMARY OF OUR OFFERING
    5  
BUSINESS SUMMARY
    6  
SUMMARY OF OUR FINANCIAL INFORMATION
    7  
RISK FACTORS
    7  
FORWARD LOOKING STATEMENTS
    18  
USE OF PROCEEDS
    19  
DETERMINATION OF OFFERING PRICE
    19  
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
    20  
THE OFFERING
    21  
PLAN OF DISTRIBUTION
    21  
DESCRIPTION OF SECURITIES
    22  
INTEREST OF NAMED EXPERTS AND COUNSEL
    23  
BUSINESS DESCRIPTION
    23  
DESCRIPTION OF PROPERTY
    26  
LEGAL PROCEEDINGS
    26  
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
    26  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    27  
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    29  
CODE OF BUSINESS CONDUCT AND ETHICS
       
MANAGEMENT
    29  
CONFLICTS OF INTEREST
    30  
COMMITTEES OF THE BOARD OF DIRECTORS
    30  
EXECUTIVE COMPENSATION
    31  
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    34  
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
    35  
DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
    36  
REPORTS TO SECURITY HOLDERS
    36  
WHERE YOU CAN FIND MORE INFORMATION
    36  
STOCK TRANSFER AGENT
    37  
FINANCIAL STATEMENTS
    F-1  
Management Certification
    *  
Net Income Per Common Share
     *  
Revenue and Cost Recognition
     *  

DEALER PROSPECTUS DELIVERY OBLIGATION

Until a date, which is 90 days after the 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.

 
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OUR OFFERING

We have 1,250,000 shares of common stock issued and outstanding. Through this offering we will register 500,000 shares for offering to the public. These shares represent additional common stock to be issued by us. We shall endeavor to sell all 500,000 shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $0.16 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive and may utilize all proceeds from the sale of the common stock as they are received.

Securities being offered by the Company
500,000 shares of common stock, par value $0.0001 offered by us in a direct offering.
   
Offering price per share
We are offering the 500,000 shares of our common stock at $0.16.
   
Number of shares outstanding before the offering of common stock
1,250,000 common shares are currently issued and outstanding.
   
Number of shares outstanding after the offering of common shares
1,750,000 common shares will be issued and outstanding if we sell all of the shares we are offering.
   
The minimum number of shares to be sold in this offering
None.
   
Market for the common shares
There is no public market for the common shares. The price per share is $0.16.
   
 
We may not be able to meet the requirement for a public listing or quotation of our common stock. Further, even if common stock is quoted or granted listing, a market for the common shares may not develop. We intend to have our common stock listing on the OTC Bulletin Board, which will require that a market maker be found.  No market maker has yet been sought.
   
 
The offering price for the shares will remain $0.16 per share for the duration of the offering.
   
Use of Proceeds
We will receive all proceeds from the sale of the common stock and intends to use the proceeds from this offering to further developing our business plan  and creating our marketing plan. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $18,000.00, are being paid for by us.
   
Termination of the Offering
This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 500,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days  by filing a post effective amendment to our Registration Statement. In any event, the offering will end within 180 days of this Registration Statement being declared effective.
   
Terms of the Offering
Our officers and directors will sell the common stock upon effectiveness of this registration statement on a BEST EFFORTS basis.
 
You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell common stock and seeking offers to common stock only in jurisdictions where offers and sales are permitted.

 
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BUSINESS SUMMARY
 
We are a development-stage company, incorporated in the State of Delaware on August 2, 2011, as a for-profit company with a fiscal year end of December 31. Our business and registered office is located at 8605 Santa Monica Blvd #88454, Los Angeles, CA 90069-4109. Our telephone number is (213) 947-1011.

We have not generated any revenues to date and our activities have been limited to developing our business plan. We will not have the necessary capital to develop or execute our business plan until we are able to secure financing. There can be no assurance that such financing will be available on suitable terms. We expect to commence small scale on-line marketing and sales approximately six (6) months after we complete the $80,000 raise we are seeking to through this offering.

We need to raise $80,000 that we are seeking through this offering to execute our business plan to create online bread club over the next 6-12 months. The funds raised in this offering, assuming we sell all the shares being offered, may still be insufficient to commercialize our intended online bread business or develop our online business strategy.

We believe that with the money raised through this offering we will be able to advance our business in that we will find a suitable private commercial baker from those we have already identified for our products and fully develop our online bread club. Through the funds earmarked as investor development (see USE OF PROCEEDS section below), we intend to seek potential private label bread manufactures and investors from the whole food community.

In their audit report dated February 3, 2013, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an on going business. Because our directors and officers may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plan. Due to the fact that there is no minimum investment and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to develop its online bread club and other business strategies. As such we may have to cease operations and you could lose your entire investment.

We intend to develop an on-line bread club that creates a way for ordinary people to receive to their homes whole grain breads from old world recipes and other artisan breads in their area even if such product is not available in their local shops. We believe that an online bread club will provide a response to the increasing awareness of the need for old world, artisan breads. We intend to allow our potential customers to provide recipes and anticipate that our potential customers may find a built-in support system where sharing such recipes with other customers will alleviate their concerns as to the reliability of the new bread lines as they become available. We anticipate that our intended club members will be loyal, come back to monitor the bread club activity, refer others and provide feedback and testimonials about how the on-line bread club helps to assist them to eat according to their desires.

We have not generated any revenues to date and our activities have been limited to developing our business plan. We will not have the necessary capital to develop our business plan until we are able to secure the $80,000 financing from this offering assuming all the shares are sold. There can be no assurance that such financing will be available from this offering.

Assuming we sell all the shares offered in this offering, the $80,000 raised should be sufficient to commercialize our service, develop our business strategy and create and execute our marketing plan.
 
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SUMMARY OF OUR FINANCIAL INFORMATION

The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section and the accompanying financial statements and related notes included elsewhere in this Prospectus.

 
Period From
Inception on
 
 
August 2, 2011 to
December 31, 2012
 
 
(Audited)
 
Revenues
  $ -  
Expenses
    568  
Net Profit (Loss)
    (568 )
Net Profit (Loss) per share
  $ -  
 
 
As at December 31, 2012
 
 
(Audited)
 
Working Capital (Deficiency)
    (568 )
Total Assets
  $ 25  
Total Current Liabilities
  $ 593  

As indicated in the financial statements accompanying this prospectus, we have had no revenue to date and have incurred only losses since inception. We have had limited operations and have been issued a “going concern” opinion by our auditor, based upon our reliance on the sale of our common stock as the sole source of funds for our future operations.

RISK FACTORS

Please consider the following risk factors and other information in this prospectus relating to our online bread business and prospects before deciding to invest in our common stock.

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our common stock.

Risks Related to our Business

OUR OFFERING IS BEING CONDUCTED BY OUR OFFICERS AND DIRECTORS.
 
We have self-underwritten our offering on a “best efforts” basis, which means that our officers and directors will attempt to sell the shares and there can be no assurance that all of the shares offered under the prospectus will be sold or that the proceeds raised from the offering, if any, will be sufficient to cover the costs of the offering; and there is no assurance that we can raise the intended offering amount.
 
 
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WE ARE NOT CURRENTLY PROFITABLE AND MAY NOT BECOME PROFITABLE EVEN AFTER WE COMMENCE OUR ONLINE BREAD CLUB.

At December 31, 2012, we had $25 cash on-hand and our stockholder’s deficit was $568 and there was substantial doubt as to our ability to continue as a going concern. We have incurred limited operating losses since our formation and expect to incur losses and negative operating cash flows for the foreseeable future, and we may not achieve profitability. We expect to incur losses for the foreseeable future and may never become profitable. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures until our bread club becomes a viable business. As a result, we will need to generate significant revenues from the online artisan bread business in order to achieve and maintain profitability. We may not be able to generate these revenues, build a strong customer base or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our business.

WE ARE DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FUND OUR ONLINE ARTISAN BREAD BUSINESS. IF WE DO NOT SELL ENOUGH SHARES IN THIS OFFERING TO CONTINUE OPERATIONS, THIS COULD HAVE A NEGATIVE EFFECT ON YOUR COMMON STOCK.

As of December 31, 2012, we had $ 25 in assets and limited capital resources. In order to continue operating through 2013, we must raise at least $40,000 in gross proceeds from this offering.

We have approximately $18,000 in offering costs associated with this financing. The offering proceeds may not cover these costs, and, if this is the case, we will be in a worse financial condition after the offering.

Unless we begin to generate sufficient revenues to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to cease operations if additional financing is not available.

Also, as a public company, we will incur professional and other fees in connection with our quarterly and annual reports and other periodic filings with the SEC. Such costs can be substantial and we must generate enough revenue or raise money from offerings of securities or loans in order to meet these costs and our SEC filing requirements. We are offering our securities to the public; however, there is no guarantee that we will be able to sell the securities. And even if we sell the securities, there is no guarantee that the proceeds will be sufficient to fund our planned operations.

OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR END OF OUR OPERATIONS AND THE LOSS OF ANY INVESTMENT.

We were incorporated on August 2, 2011 and we have not realized any revenues to date. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the completion of this offering and our ability to generate revenues through sales of our service/intended products.

At December 31, 2012, we had $ 25 cash on-hand and our shareholder’s deficit was $568 thus, there is substantial doubt as to our ability to continue as a going concern. We have incurred operating losses since our formation and expect to incur losses and negative operating cash flows for the foreseeable future, and we may not achieve profitability. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our business and may cause us to go out of business.

 
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BECAUSE WE HAVE NOT DEVELOPED OUR ONLINE ARTISAN BREAD CLUB (WEBSITE CONTENT AND SOFTWARE DEVELOPMENT) OUR BREAD CLUB MAY NOT MATERIALIZE.

We have not developed an online bread club service including website content and website software. We do not know the exact cost of its execution and the costs related with logistics after sales. In the case of a higher than expected cost of execution, we will not be able to offer our online bread club service. Furthermore, we may find problems in the process to develop such an online bread club. If we are unable to execute the online bread club, we will have to cease our operations, resulting in the complete loss of your investment.

WE ARE A NEW COMPANY WITH NO OPERATING HISTORY AND WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.
 
We are a development stage company formed recently to carry out the activities described in this prospectus and thus have only a limited operating history upon which an evaluation of its prospectus can be made. We were incorporated on August 2, 2011 and to date have been involved primarily in the conceptual development of our Artisan bread club which means that while we have developed the idea for the bread club we have taken no substantive steps towards its realization. We have limited business operations. Thus, there is no internal or industry-based historical financial data upon which to estimate our planned operating expenses.
 
We expect that our results of operations may also fluctuate significantly in the future as a result of a variety of market factors including, among others, the entry of new competitors offering a similar online bread sale service or in-store artisan bread offerings; the availability of motivated and qualified personnel to operate a bakery for on-line sales; the initiation, renewal or expiration of our customer base without the use of mass marketing; pricing changes by private label manufactures or our online competitors, specific economic conditions in the basic ingredients for our breads and general economic conditions. Accordingly, our future sales and operating results are difficult to forecast.

As of the date of this prospectus, we have earned no revenue. Failure to generate revenue will cause us to go out of business, which could result in the complete loss of your investment.

BECAUSE OUR TWO CURRENT OFFICERS AND DIRECTORS DO NOT HAVE SIGNIFICANT EXPERIENCE IN STARTING AN ON-LINE BREAD COMPANY WE ARE A HIGH RISK INVESTMENT WHICH COULD RESULT IN THE LOSS OF YOUR INVESTMENT.

Our Officers and Directors do not have experience in developing an online bread club or in the development of a website. Additionally, we currently have no customers or advertisers of our bread club. Therefore, without this experience, our management’s business experience may not be enough to effectively start-up and maintain our company. As a result, the implementation of our business plan may be delayed, or eventually, unsuccessful.

BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS WHICH WILL RESULT IN THE LOSS OF YOUR INVESTMENT.

Due to the fact we are small and do not have much capital, we must limit our marketing activities to potential customers having the likelihood of purchasing our service. We intend to generate revenue through the sale of our services. Because we will be limiting the scope of our marketing activities, we may not be able to generate enough sales to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

OUR SERVICES MAY NOT FIND ACCEPTANCE WITH THE ARTISAN BREAD COMMUNITY.
 
We are a new company with no established visibility or recognition in the artisan bread community. Since our brand is not established and our service is not going to be recognized within the industry, we may have trouble placing our products within the artisan and specialty brand community: If we are not able to have our bread sold to our marketplace and our intended services on our website, we may not be able to generate revenues and our business plan may fail.
 
 
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OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH COULD NEGATIVELY AFFECT OUR PROFIT.

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from future equity sales; the level of commercial acceptance by consumers of our online bread club; fluctuations in the demand for our online artisan bread club; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure and general economic conditions.

If realized, any of these risks could have a material adverse effect on our business, financial condition and operating results.

OUR OFFICERS AND DIRECTORS MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF THEIR TIME TO OUR OPERATIONS, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN BUSINESS FAILURE.
 
Our officers and Directors have other outside business activities and are devoting approximately 5-10 hours per week to our operations. They are, however, prepared to devote additional time if required. Our operations may be sporadic and occur at times which are not convenient to them which may result in periodic interruptions or suspensions of our business plan. Such delays could have a significant negative effect on the success of the business.
 
IF OUR COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO OUR SHAREHOLDERS.

In the event of the dissolution of our company, the proceeds realized from the liquidation of our assets, if any, will be used primarily to pay the claims of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from.
 
OUR MANAGEMENT TEAM CONSISTS OF TWO PERSONS AND MAY NOT BE SUFFICIENT TO SUCCESSFULLY OPERATE OUR BUSINESS.

We have not assembled our management team as a result of our relatively limited activities to date. In addition, we have only two management members which may be insufficient to run our operation. As a result, we may be unable to effectively develop and manage our business and we may fail.

COMPETITORS MAY ENTER THIS SECTOR WITH SUPERIOR SERVICES, INFRINGING OUR CUSTOMER BASE, AND AFFECTING OUR BUSINESS ADVERSELY.

We have identified a market opportunity for our online artisan bread company. Competitors may enter this sector with superior manufacturing, logistics, prices, or benefits. This would infringe on our customer base, having an adverse effect upon our business and the results of our operations.

SINCE OUR OFFICERS AND DIRECTORS CURRENTLY OWNS 100% OF THE OUTSTANDING COMMON STOCK, AND WILL OWN A CONTROLLING INTEREST EVEN IF ALL REGISTERED SHARES ARE SOLD PURSUANT TO THIS REGISTRATION, INVESTORS MAY FIND THAT THEIR DECISIONS ARE CONTRARY TO YOUR INTERESTS. YOU SHOULD NOT PURCHASE SHARES UNLESS YOU ARE WILLING TO ENTRUST ALL ASPECTS OF MANAGEMENT TO OUR OFFICERS AND DIRECTORS, OR THEIR SUCCESSORS.

Our officers and directors, Messrs. Grossbaum and Prager, own 1,250,000 shares of common stock representing 100% of our outstanding stock. They will own 1,250,000 shares of our common stock after this offering is completed representing approximately 71% of our outstanding shares, assuming all securities are sold. As a result, they will have control of us even if the full offering is subscribed for and be able to choose all of our directors. Their interests may differ from the ones of other stockholders. Factors that could cause their interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and their ability to continue to manage the business given the amount of time they are able to devote to us.

 
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All decisions regarding the management of our affairs will be made exclusively by them. Purchasers of the offered shares may not participate in our management and, therefore, are dependent upon her management abilities. The only assurance that our shareholders, including purchasers of the offered shares, have that our officers and directors will not abuse their discretion in executing our business affairs, is their fiduciary obligation and business integrity. Such discretionary powers include, but are not limited to, decisions regarding all aspects of business operations, corporate transactions and financing. Our officers also have the ability to accomplish or ratify actions at the shareholder level which would otherwise implicate their fiduciary duties if done as one of the members of our board of directors.

Accordingly, no person should purchase the offered shares unless willing to entrust all aspects of management to the officers and directors, or their successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business performance of our management.

Risks Related To Our Financial Condition

WE ARE UNABLE TO PROVIDE A TIME TABLE FOR THE EXECUTION OF OUR BUSINESS PLAN, WHICH CASTS SUBSTANTIAL DOUBT ON THE VIABILITY OF OUR BUSINESS AND OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We anticipate that we will require a total of $100,000 (the $80,000 maximum that we are seeking to raise through this offering plus the $20,000 cash in hand) in order to implement our business plan. Additionally, we anticipate that virtually all aspects of our business plan must be executed concurrently or near concurrently with each other in order for us to generate more than nominal revenues. Because we have taken no steps to identify potential sources of financing (other than through this registration) that we will require to execute our business plan, we cannot estimate if or when we will obtain additional financing. Therefore, we are also unable to provide a timeline for the implementation of our business plan. Our inability to provide a timeline for the implementation of our business plan at this time casts substantial doubt on the viability of our business and will have an adverse impact on our ability to attract investors, which may cause the business to fail. Any investment in our business is therefore highly speculative. We intend to allocate $20,000 of the raise to offering and administrative expenses. The remaining $60,000 is intended for bread club development activities, such as analyzing which private label manufactures, software firms, and hosting firms are needed to implement our online bread club. We will use the proceeds from the offering as they are raised. The Use of Proceeds table below provides the anticipated allocation of the funds upon receipt of 50%, 75% or 100% of the proceeds raised.

WE ARE UNABLE TO IDENTIFY IN ANY DETAIL THE STEPS THAT WE WILL TAKE TO OBTAIN THE FINANCING REQUIRED TO EXECUTE OUR BUSINESS PLAN, WHICH CASTS SUBSTANTIAL DOUBT ON THE ABILITY OF OUR MANAGEMENT TO EXECUTE OUR BUSINESS PLAN AND OUR ABILITY TO CONTINUE AS A GOING CONCERN.

As of December 31, 2012 we had only nominal cash resources of $ 25 and we anticipate that we will require a total of $100,000 (the $80,000 maximum that we are seeking to raise through this offering and the $20,000 cash in hand) in order to implement our business plan.  Additionally, our management has no experience in capital raising or identifying potential sources of financing for our business. Because our management has no experience in capital raising or identifying potential sources of financing we are unable to identify in any detail the steps we will take to obtain the financing required to execute our business plan. Our inability to identify the steps we will take to obtain the financing we require casts doubt on the ability of our management to execute our business plan and on our ability to continue as a going concern. If we are unable to identify and access sources of financing our business will fail and you will lose your investment.

 
11

 
 
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN.

In their audit report dated February 3, 2013, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officers may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital, we may be required to suspend or cease the implementation of our business plan. Due to the fact that there is no minimum investment and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment. See the Auditors Report accompanying our Audited Financial Statements. Because we have been issued an opinion by our auditor that substantial doubt exists as to whether we can continue as a going concern it may be more difficult to attract investors.

THE ENACTMENT OF THE SARBANES-OXLEY ACT MAY MAKE IT MORE DIFFICULT FOR US TO RETAIN OR ATTRACT OFFICERS AND DIRECTORS, WHICH COULD INCREASE OUR OPERATING COSTS OR PREVENT US FROM BECOMING PROFITABLE.

The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) was enacted in response to public concern regarding corporate accountability in the wake of a number of accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, provide enhanced penalties for accounting and auditing improprieties at publicly traded companies and protect investors by improving the accuracy and reliability of corporate disclosure pursuant to applicable securities laws. The Sarbanes-Oxley Act applies to all companies that file or are required to file periodic reports with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”).

Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act. Since the enactment of the Sarbanes-Oxley Act has resulted in the imposition of a series of rules and regulations by the SEC that increase the responsibilities and liabilities of directors and executive officer, the perceived increased personal risk associated with these changes may deter qualified individuals from accepting such roles. Consequently, it may be more difficult for us to attract and retain qualified persons to serve as our directors or executive officer, and we may need to incur additional operating costs. This could prevent us from becoming profitable.

SINCE WE ANTICIPATE OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY.

We anticipate an increase in our operating expenses, without realizing any revenues from the sale of bread. Within the next 18 months, we will have costs related to (i) creating the bread club, (ii) initiation of our marketing campaign, (iii) administrative expenses, and (iv) the expenses of this offering.

There is no history upon which to base any assumption as to the likelihood that we will prove successful. We cannot provide investors with any assurance that our service will attract customers; generate any operating revenue or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail, which will result in the loss of your entire investment.

IF WE CANNOT SECURE ADDITIONAL CAPITAL, OR IF AVAILABLE CAPITAL IS TOO EXPENSIVE, OUR BUSINESS WILL FAIL.

Developing and executing our business plan will require a significant capital investment. Debt or equity financing may not be available to us, or, if available, may be too expensive.

We require a minimum of  $40,000 to begin implementing the business plan and to create the marketing plan. This amount includes the $18,000 required for offering expenses. We anticipate that we will require additional funding of approximately $40,000 (the full amount we are seeking to raise in this offering) to fully execute our business plan and bring our service to the marketplace. As of  February 11, 2013, we had cash on hand of $20,000.

No assurance can be given that we will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms. Our inability to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and its financial conditions.

 
12

 
 
If we are not successful in earning revenue once we have started our sales activity, we may require additional financing to sustain our business operations. Currently, we do not have any arrangements for financing and can provide no assurances to investors that we will be able to obtain any when required. Obtaining additional financing would be subject to a number of factors, including our sales results. These factors may have an affect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us.
 
IF OUR REGISTRATION STATEMENT IS DECLARED EFFECTIVE, WE WILL BE SUBJECT TO THE SEC’S REPORTING REQUIREMENTS AND WE CURRENTLY DO NOT HAVE SUFFICIENT CAPITAL TO MAINTAIN THIS REPORTING STATUS WITH THE SEC.

If our registration statement is declared effective, we will have limited reporting obligation s pursuant to Section 15(d) of the Exchange Act. As of the date of this Prospectus, the funds currently available to us will not be sufficient to meet our reporting obligations. If we fail to meet our reporting obligations, we will lose our reporting status with the SEC. Our management believes that if we cannot maintain our reporting status with the SEC we will have to cease all efforts directed towards developing our company. In that event, any investment in the company could be lost in its entirety.

Risks Related To This Offering

BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO RESELL YOUR STOCK.

We intend to apply to have our common stock quoted on the OTC Bulletin Board. This process takes at least 60 days and the application must be made on our behalf by a market maker. Our stock may be listed or traded only to the extent that there is interest by broker-dealers in acting as a market maker. Despite our best efforts, it may not be able to convince any broker/dealers to act as market-makers and make quotations on the OTC Bulletin Board. We may consider pursuing a listing on the OTCBB after this registration becomes effective and we have completed our offering.

If our common stock becomes listed and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale.

We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the selling security holders.

INVESTING IN OUR COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT.

Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

BECAUSE WE HAVE 200,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE ADDITIONAL SHARES, DILUTING THE CURRENT SHARE HOLDERS’ EQUITY.

We have 200,000,000 authorized shares, of which only 1,250,000 are currently issued and outstanding and only 1,750,000 will be issued and outstanding after this offering terminates. Our management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of our current shareholders. Additionally, large share issuances would generally have a negative impact on our share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.

 
13

 
 
AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS, IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THE ENTIRE INVESTMENT.

Invested funds for this offering will not be placed in an escrow or trust account but will be used as received by the company.  If we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.

WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO THERE WILL BE FEW WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN US.

We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment.

IN THE EVENT THAT OUR SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND LIQUIDITY OF OUR SHARES.

In the event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.

FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”) SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT YOUR ABILITY TO BUY AND SELL OUR COMMON STOCK, WHICH COULD DEPRESS THE PRICE OF OUR SHARES.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the 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 and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

 
14

 
 
YOU MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF YOUR SHARES DUE TO STATE “BLUE SKY” LAWS.

Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered in any state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed this Prospectus. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

STOCKHOLDERS MAY HAVE LIMITED ACCESS TO INFORMATION BECAUSE WE ARE NOT YET A REPORTING ISSUER AND MAY NOT BECOME ONE.

We do not intend to file a Form 8-A promptly after this registration statement becomes effective. We are not currently a reporting issuer and upon this registration statement becoming effective we will be required to comply only with the limited reporting obligations pursuant to Section 15(d) of the Exchange Act. These reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if on the first day of any fiscal year other than the fiscal year in which our registration statement became effective, there are fewer than 300 shareholders. If we do not become a reporting issuer and instead make a decision to suspend our public reporting, we will no longer be obligated to file periodic reports with SEC and your access to our business information will be restricted. In addition, if we do not become a reporting issuer, we will not be required to furnish proxy statements to security holders, and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act.
 
OUR OFFICERS AND DIRECTORS, ARE LOCATED IN ISRAEL. ANY ATTEMPT TO ENFORCE LIABILITIES UPON THEM UNDER THE U.S. SECURITIES AND BANKRUPTCY LAWS MAY BE DIFFICULT.
 
Since our Officers and Directors, are located in Israel, any attempt to enforce liabilities upon such individual 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.
 
 
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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;
 
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.
 
In general, an obligation imposed by the judgment of a United States court is enforceable according to the rules relating to the enforceability of judgments in Israel, and a United States court is considered competent to render judgments according to the laws of private international law 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.
 
Since our Directors and Officers 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 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 have a cause of action against these persons or us, you may face potential difficulties in bringing lawsuits or, if successful, in collecting judgments against these persons or us.
 
Risk Factors Related to the JOBS Act
 
WE ARE AN ‘EMERGING GROWTH COMPANY” AND WE INTENED TO TAKE ADVANTAGE OF REDUCED DISCLOSURE AND GOVERNANCE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES, WHICH COULD RESULT IN OUR STOCK BEING LESS ATTRACTIVE TO INVESTORS.
 
We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company, which in certain circumstances could be for up to five years.
 
THE COMPANY’S ELECTION TO TAKE ADVANTAGE OF THE JOBS ACT’S EXTENDED ACCOUNTING TRANSITION PERIOD MAY NOT MAKE ITS FINANCIAL STATEMENTS EASILY COMPARABLE TO OTHER COMPANIES
 
Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to take advantage of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected take advantage of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company's financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

 
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THE JOBS ACT WILL ALSO ALLOW THE COMPANY TO POSTPONE THE DATE BY WHICH IT MUST COMPLY WITH CERTAIN LAWS AND REGULATIONS INTENDED TO PROTECT INVESTORS AND REDUCE THE AMOUNT OF INFORMATION PROVIDED IN REPORTS FILED WITH THE SEC
 
The JOBS Act is intended to reduce the regulatory burden on “emerging growth companies. The Company meets the definition of an emerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:
 
— be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting.
 
— be exempt from the “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Act and certain disclosure requirements of the Dodd-Frank Act relating to compensation of its chief executive officer;
 
— be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934 and instead provide a reduced level of disclosure concerning executive compensation; and
 
— be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements
 
The Company currently intends to take advantage of some or all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company” and/or a smaller reporting company.
 
BECAUSE THE COMPANY QUALIFIES AS AN EMERGING GROWTH COMPANY AND AS A SMALLER REPORTING COMPANY, IT IS RELEIVED OF MANY GOVERNANCE AND DISLCOSURE ISSUES INCLUDING THE FACT THAT THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM WILL NOT BE REQUIRED TO ATTEST TO THE EFFECTIVENESS OF THE COMPANY’S INTERNAL CONTROL OVER FINANCIAL REPORTING.
 
Because the Company has elected to take advantage of the extended time periods for compliance with new or revised accounting standards provided for under Section 102(b) of the JOBS Act, among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an emerging growth company, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. The Company would also be exempt from these requirements as a smaller reporting company. Likewise, so long as it qualifies as an emerging growth company or a smaller reporting company, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, that would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.
 
ANY INTELLECTUAL PROPERTY RIGHTS (SUCH AS COPYRIGHT OR TRADEMARKS) WE DEVELOP WILL BE VALUABLE AND ANY INABILITY TO PROTECT THEM COULD REDUCE THE VALUE OF OUR PRODUCTS, SERVICES AND BRAND.
 
Any trademarks, trade secrets, copyrights, or other intellectual property rights that we develop will be important assets to us. There can be no assurance that after fully developing our artisan breads that we will be able to obtain any intellectual property rights or that we will be able to prevent our competitors from misappropriating our recipes, trade secrets, or copyrights or that our competitors will not independently develop products that are substantially equivalent or superior to ours. There are events that are outside our control that could pose a threat to our intellectual property rights. Additionally, protecting our intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results.
 
 
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WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS CLAIMS IN THE FUTURE, WHICH MAY BE COSTLY TO DEFEND, COULD REQUIRE THE PAYMENT OF DAMAGES AND COULD LIMIT OUR ABILITY TO USE CERTAIN TECHNOLOGIES IN THE FUTURE.
 
Companies in the food business own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims increases. Our products may not be able to withstand any third-party claims or rights against their use. Any intellectual property claims, with or without merit, could be time consuming, expensive to litigate or settle and could divert management resources and attention. An adverse determination also could prevent us from offering our products to others and may require that we procure substitute products for these members.
 
With respect to any intellectual property rights claim, we may have to pay damages or stop using products or technology found to be in violation of a third party’s rights. We may have to seek a license for the technology, which may not be available on reasonable terms and may significantly increase our operating expenses. The technology also may not be available for license to us at all. As a result, we may also be required to develop alternative non-infringing products, which could require significant effort and expense. If we cannot license or develop products which do not infringe on third party intellectual property rights, we may be forced to limit our product offerings and may be unable to compete effectively. Any of these results could harm our brand and operating results.
 
FORWARD LOOKING STATEMENTS

This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section beginning on Page of this Prospectus and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section elsewhere in this Prospectus.

This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginning on Page 5, and the consolidated financial statements, before making an investment decision.

All dollar amounts refer to US dollars unless otherwise indicated.

 
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USE OF PROCEEDS
 
Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.16. The following table sets forth the uses of proceeds assuming the sale of 50%, 75% and 100%, respectively, of the securities offered for sale by us. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at approximately $18,000 are being paid for by us even if the amount raised pursuant to this registration statement is minimal. The company will also utilize the $20,000 cash in hand received from the founder’s for their shares in addition to the funds raised from this offering.

   
If 50% of Shares
Sold
   
If 75% of Shares
Sold
   
If 100% of Shares Sold
 
Prospectus, Legal, accounting, transfer agent
    18,000       18,000       18,000  
                         
Web Site Development
    5,000       7,500       10,000  
Private Label Procurement and costs
    10,000       15,000       20,000  
Marketing
    5,000       10,000       15,000  
Administrative Expenses
    2,500       3,000       5,000  
Internet servers and web hosting
    2,500       2,500       5,000  
Recipe Development
    2,500       3,000       5,000  
Post Offering Legal, Accounting and SEC Reporting
    10,000       15,000       15,000  
Working Capital
    4,500       6,000       7,000  
TOTAL:
    60,000       80,000       100,000  
 
The above figures represent only estimated costs.
 
If we sell less than 50% of the securities we are offering, any proceeds received plus the cash on hand will be first directed towards paying our expenses related to our registration statement and meeting our corporate and disclosure obligations so that we remain in good standing with the State of Delaware and maintain our status as a reporting issuer with the SEC. If we raise no money from this offering, or an amount insufficient to maintain in good standing with Delaware and the SEC, we will have to cease all operations. In that event, any investment in the company could be lost in its entirety.
 
Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock. You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.

DETERMINATION OF OFFERING PRICE

The offering price for the shares in this offering was arbitrarily determined. In determining the initial public offering price of the shares we considered several factors including the following:

 
·
Our new business structure and operations as well as lack of client base;
     
 
·
Prevailing market conditions, including the history and prospects for our industry;
     
 
·
Our potential competitors
     
 
·
Our future prospects and the experience of our management;
     
 
·
Our capital structure.

Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock. You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.
 
 
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DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

The price of the current offering is fixed at $0.16 per share. This price (which is the equivalent of $ 0.16 per common share) is significantly greater than the price paid by our officers and directors. Our officers and directors each paid $0.016 per share, a difference of $0.144 per share lower than the share price in this offering.
 
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. “Net tangible book value per share before offering” is calculated by dividing the number of shares outstanding before the offering by the tangible assets before the offering. “Net tangible book value per share after the offering” is calculated by dividing the number of shares outstanding after the offering by the tangible assets after the offering.

The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

Existing stockholders if all of the shares are sold

Price per share
  $ 0.16  
Net tangible book value per share before offering
  $ (0.0005 )
Potential gain to existing shareholders
  $ 0.0458  
Net tangible book value per share after offering
  $ 0.0454  
Increase to present stockholders in net tangible book value per share after offering
  $ 0.0458  
Capital contributions
  $ 80,000  
Capital contribution by officer & director in August 2, 2011
  $ 20,000  
Number of shares outstanding before the offering
    1,250,000  
Number of shares after offering held by existing stockholder
    1,250,000  
Percentage of ownership after offering
    71.43 %
 
New shareholders if all of the shares are sold
 
DILUTION TO NEW SHAREHOLDERS
    50%       75%       100%  
Per share offering price
  $ 0.16       0.16       0.16  
Net tangible book value per share before offering
  $ (0.0005 )     (0.0005 )     (0.0005 )
Net tangible book value per share after offering
  $ 0.0263       0.0366       0.0454  
Decrease in investment to new shareholders
  $ 0.1337       0.1234       0.1146  
Dilution to new shareholders
    83.57 %     77.14 %     71.63 %
Existing stockholders percentage ownership after offering
    83.33 %     76.92 %     71.43 %
New shareholders percentage of ownership after offering
    16.67 %     23.08 %     28.57 %

 
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THE OFFERING

We are registering 500,000 shares of our common stock for offer and sale at $0.16 per share.

There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock listing on the OTC Bulletin Board, subject to the effectiveness of this Registration Statement. In addition, a market maker will be required to file a Form 211 with the Financial Industry Regulatory Authority (FINRA) before the market maker will be able to make a market in the shares of our common stock. At the date hereof, we are not aware that any market maker has any such intention.

We may not sell the shares registered herein until the registration statement filed with the Securities and Exchange Commission is effective. Further, we will not offer the shares through a broker-dealer or anyone affiliated with a broker-dealer. Upon effectiveness, all of the shares being registered herein may become tradable. The stock may be traded or listed only to the extent that there is interest by broker-dealers in acting as a market maker in our stock. Despite our best efforts, it may not be able to convince any broker/dealers to act as market-makers and make quotations on the OTC Bulletin Board. We may consider pursuing a listing on the OTCBB after this registration becomes effective and we have completed our offering.

The price per share will remain at $0.16. Even if we obtain a listing on any exchange or are quoted on the Over-The-Counter (OTC) Bulletin Board, the offering price of $0.16 will not change for the duration of the offering.

We will receive all of the proceeds from such sales of securities and are bearing all expenses in connection with the registration of our shares.

PLAN OF DISTRIBUTION
 
We are offering the shares on a “self-underwritten” basis directly through Messrs. Grossbaum and Prager our Officers and Directors named herein. They will not receive any commissions or other remuneration of any kind in connection with their participation in this offering based either directly or indirectly on transactions in securities.
 
This offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, (ii) the date on which all 500,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days by filing a post effective amendment to our Registration Statement.
 
We anticipate that we will be initially offering our securities in the State of Delaware. Once this Registration Statement is effective, and if our officers believe that there is sufficient interest in our company to offer our securities in the state of Delaware, we will register with the state of Delaware under ‘blue sky’ laws. However, we have not yet applied for ‘blue sky’ registration in the state of Delaware, or any other state, and there can be no assurance that we will be able to apply, or that our application will be approved and our securities will be registered, in Delaware or any other state in the US. For further discussion regarding ‘blue sky’ registration please see ‘Risk Factors’ elsewhere in this Prospectus.
 
Each of Messrs Grossbaum and Prager will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which 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.
 
 
21

 

 
1.
Each of Messrs Grossbaum and Prager is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation.
     
 
2.
Each of Messrs Grossbaum and Prager will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;
     
 
3.
Each of Messrs Grossbaum and Prageri s not, nor will either be at the time of participation in the offering, an associated person of a broker-dealer; and
     
 
4.
Each of Messrs Grossbaum and Prager meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that each (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our officers, directors, control persons and affiliates do not intend to purchase any shares in this offering.

If applicable, the shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states.

In addition and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.
 
We will not use public solicitation or general advertising in connection with the offering. The shares will be offered at a fixed price of $0.16 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering. This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 500,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days by filing a post effective amendment to our Registration Statement. In any event, the offering will end within 180 days of this Registration Statement being declared effective
 
This is a direct participation offering since we, and not an underwriter, are offering the stock. We will receive all of the proceeds from such sales of securities and are bearing all expenses in connection with the registration of our shares.
 
DESCRIPTION OF SECURITIES

Common Stock

The authorized common stock is two hundred million (200,000,000) shares with a par value of $0.0001. Shares of our common stock:

 
·
have equal ratable rights to dividends from funds legally available if and when 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 preemptive, 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.

We refer you to our Bylaws, our Certificate of Incorporation, and the applicable statutes of the State of Delaware for a more complete description of the rights and liabilities of holders of our securities.

 
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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 that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, present stockholders will own approximately 71% of our outstanding shares.

Cash Dividends

As of the date of this Prospectus, we have not declared or 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 conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified any part thereof 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 our 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 us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

Jonathan D. Strum, has passed upon certain legal matters in connection with the validity of the issuance of the shares of common stock.

Dov Weinstein & Co CPA has audited our Financial Statements for the period August 2, 2011 (date of inception) through December 31, 2012 and to the extent set forth in its report, which are included herein in reliance upon the authority of said firm as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure from date of appointment as our independent registered accountant through the period of audit (inception August 2, 2011 through December 31, 2012).

BUSINESS DESCRIPTION

Overview

We are a development stage company and were incorporated in the State of Delaware on August 2, 2011, as a for-profit company, and an established fiscal year end of December 31. As of the date of this Prospectus, we have not established any business operations and have not achieved any revenues. The development of our business has been limited to organizational matters, the preparation of our business plan, and the preparation of the financial statements and other information presented in this Prospectus. Our ability to establish operations is dependent on our ability to raise sufficient financing to execute our business plan, however, there is no guarantee that we will be successful in this regard. Furthermore, if we successfully establish operations, there is no guarantee that there will be a significant market for our online bread club or that we will achieve significant revenues, if any.

We anticipate that we will require total financing of $100,000 (the $80,000 maximum that we are seeking to raise through this offering and the $20,000 available cash in hand), to execute our business plan over an 18 month period. There can be no assurance that such financing will be available or available on suitable terms. Please see “Risk Factors” elsewhere in this Prospectus for a full discussion on this potential business risk.

We have not accomplished any of our intended efforts to date. We have not generated any revenues to date and our activities have been limited to developing our business plan. We will not have the necessary capital to develop our Business Plan until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. Please see “Risk Factors” elsewhere in this Prospectus for full discussion on this potential business risk.

We have no plans to change our business activities or to combine with another business and are not aware of any events or circumstances that might cause us to change our plans. We have no revenues, have incurred losses since inception, have no operations, have been issued a going concern opinion from our auditors and rely upon the sale of our securities to fund operations.

 
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Business Plan Implementation Schedule

We have not generated any revenues to date and have not established business operations. We will be unable to fully establish operations or otherwise implement our business plan until we are able to secure total financing of approximately $100,000 (the $80,000 maximum that we are seeking to raise through this offering and the $20,000 available cash in hand). However there can be no assurance that we will be able to raise the maximum amount.

We have not established a schedule for the completion of specific tasks or milestones contained in our business plan. With the clear exception of the costs associated with this offering ($18,000) virtually all aspects of our business plan are scalable in terms of size, quality, and effectiveness, and the timing of their execution must be concurrent or near concurrent and progressive over a eighteen month period.
 
We anticipate that we will require $100,000 (the $80,000 maximum that we are seeking to raise through this offering and the $20,000 available cash in hand) in order to generate significant revenues within an six (6) month period. Additionally, our officers and directors may provide us with loans if required, though no formal agreement for them to do so has been signed.
 
The following description of our business is intended to provide an understanding of our company and the direction of our strategy.

Strategy and Services
 
Base on initial empirical research which consisted mainly of our officers and directors personal observations and word of mouth discussions with potential customers, we believe that there is a market for a online artisan bread club for anyone interested in artisan breads including those made from old world recipes. We believe that proposed bread club will provide its clients with a place to purchase artisan and specialty breads as well as a platform to provide tips and recipes to other members of the club. We anticipate that our club members may find a built-in bread loving community where sharing tips and recipes with other bread enthusiasts will attract new clients to our bread club. We anticipate that our intended members will be loyal, come back weekly to purchase breads, refer others and provide feedback and testimonials about how the on-line bread club helps to increase their bread eating experience.
 
We anticipate that the bread club revenue stream will come from multiple sources:

 
·
Advertising / Promotions
 
·
Strategic Partnerships
 
·
Private label breads
 
·
Subscriber Membership
 
The Market
 
Against the backdrop of growing consumer awareness of the inherent connection between certain foods and diseases, the bakery industry is becoming increasingly health oriented. As consumers try to incorporate value-enhanced products into their diet, bakers are leaving no stone unturned to deliver products that suit the tastes of the avidly health-conscious customer. Whole meal products as well as natural, nutritionally enhanced foods are the preferred choices. "Since consumer needs are constantly evolving, it is imperative for manufacturers to closely monitor consumer purchasing patterns and demographics to deliver products in sync with these developments," notes the analyst of this research service.
 
The indulgence factor has resulted in an upswing in the demand for gourmet and specialty products. Supermarkets and malls, which have become the chosen destinations for new-age shoppers, account for a major portion of bakery industry sales. Food service convenience stores and small retail outlets comprise the other distribution points for baked goods. These markets have now recognized a new outlet: online bakeries.  Foods fortified with ingredients such as vitamins, minerals, Omega-3 and -6 fatty acids, prebiotics, and probiotics have bolstered the demand for specialty baked goods, fetching more revenue for this market, including the online market. These trends have spawned a whole gamut of products, especially low-fat, sugar-free items, providing an interesting and diverse mix of health, convenience, and indulgence. The company intends to sell breads to these individuals and provide them with a platform to circulate new recipes for healthy artisan breads.
 
 
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The Vision

 
·
To manage an online platform that creates a online bakery.
     
 
·
To build local bread clubs.
     
 
·
To develop a network of targeted advertising and promotional opportunities for local, regional and national sponsors.

Opportunity

 
·
To develop an online platform on the web and on all viable search engines.
     
 
·
To reach a large market of bread enthusiast.
     
 
·
To develop specific breads for online bread club.
     
 
·
To keep its membership on a regular basis to purchase bread from the online bakery.

We have not generated any revenue to date and our activities have been limited to developing our business plan. We will not have the necessary capital to develop our business plan until we are able to secure financing. There can be no assurance that such financing will be available on suitable terms. See “Management’s Discussion and Analysis Plan of Operations” and “Liquidity and Capital Resources”.

Competition

It is our belief that the there are numerous online bakeries however we believe our company can be in a position to gain market share and innovate specifically for the needs of bread enthusiasts.

Employees and Employment Agreements

As of December 31, 2012, we have no employees. Our officers have the flexibility to work on our business up to 5 to 10 hours per week. They are prepared to devote more time to our operations as may be required and we do not have any employment agreements with them.

We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our directors and officers.

During the initial implementation of our business plan, we intend to hire independent consultants to assist in its development and execution of content and website software.

Government Regulations

We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations. We are subject to the laws and regulations of those jurisdictions in which we plan to offer our services’ which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.

Intellectual Property

We do not currently hold rights to any intellectual property and have not filed for copyright or trademark protection for our name or intended website.

 
25

 
 
Research and Development

Since our inception to the date of this Prospectus, we have not spent any money on research and development activities.

Reports to Security Holders

Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-732-0330. The Securities and Exchange Commission maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission.

DESCRIPTION OF PROPERTY

As our office space needs are limited at the current time, we are currently operating out of our CEO’s and director’s home. This space usage is donated free of charge by Elchanan Menachem Grossbaum.

LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our director, officer or affiliate, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is not traded on any exchange. We intend to apply to have our common stock quoted on the OTC Bulletin Board once this Prospectus has been declared effective by the SEC; however, there is no guarantee that we will obtain a listing.

There is currently no trading market for our common stock and there is no assurance that a regular trading market will ever develop. OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

To have our common stock listed on any of the public trading markets, including the OTC Bulletin Board, we will require a market maker to sponsor our securities. We have not yet engaged any market maker to sponsor our securities, and there is no guarantee that our securities will meet the requirements for quotation or that our securities will be accepted for listing on the OTC Bulletin Board. This could prevent us from developing a trading market for our common stock.

Holders

As of the date of this Prospectus there were two holders of record of our common stock.
 
Dividends

To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.
 
Equity Compensation Plans

As of the date of this Prospectus we did not have any equity compensation plans.

 
26

 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of the Registration Statement includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Plan of Operation

Over the 6-12 month period from the completion of our offering, if we have raised enough funds, we intend to design, launch and market our website that shall include our online bread club. As set forth in the Use of Proceeds above Management believes that selling 50% of the proposed offering should constitute the minimum sufficient funds to set this aspect of the business plan in motion. We intend to use all the proceeds from the offering over the 12 month period after completion thereof.

 
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The Company has done market research on the artisan bread industry and has reviewed potential white label manufacturers. Within 90 days of the completion of our offering, the Company intends to begin development of recipes, website and conclude negotiations with a previously identified white label manufacturer of bread. We then plan to develop a specification list for features of the website.

Additionally, one of our officers and directors has strong experience in on-line food retailing and we intend to utilize his expertise in pursuing our business plan.

We intend to post this on sites like www.odesk.com and solicit bids for the development of the website and back end software. We intend to review the various bids we expect to receive and select a developer within 4-6 months of completing this offering.

We do not know whether the first contract manufacturer and software developer we ultimately select will alone be sufficient to make our specialty breads and website. These aspects require different types of expertise. We may need to hire separate contract manufacturers to extend the amount of breads we will ultimately sell through our online bread store.
 
 
Based on our initial research which included reviewing contract bread manufacturers, we believe any search for a contract manufacturer of bread and development of the website and software to take between 2-3 months. During such period, we will plan our marketing strategy. If we sell 50% of the proposed offering, we will likely limit the development of our website. If we sell 75% of the proposed offering, we will likely hire a part-time website manager and a part-time strategic relations manager to manage relations with various group buy websites with whom our back end will interface as well as any advertising relationships we develop. If we sell the entire proposed offering, we will likely hire a full-time website development manager and a full-time strategic relations manager.
 
 
We plan to spend the remainder of the 12 months after this offering focused on contracting with the private label manufacturer and marketing our website. We will register our website in a large number of search engines, using various SEO techniques, and also purchase AdWords on Google.

If we are unable to complete any phase of our website development or marketing efforts because we do not have enough resources, we believe that we will have to cease our search for contract manufacturer, development and or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our bread club development plan would be difficult. As such, if we cannot secure additional proceeds we may have to cease marketing our website which may negatively affect investors’ investment.

Results of Operations
 
For the period from inception (August 2, 2011) through December 31, 2011 we had no revenue. For the period January 1, 2012 through December 31, 2012 we had no revenue. For the period January 1, 2013 through the date of filing, February 13, 2013 we had no revenue.

For the period from inception (August 2, 2011) through December 31, 2011 we had no expenses. For the period January 1, 2012 through December 31, 2012, we had expenses in the amount of $568 resulting in a net loss of $568. The majority of expenses are associated with opening the Company’s bank account, franchise tax and incorporation fees.
 
Capital Resources and Liquidity
 
As of February 11, 2013 we had $20,000 in cash, with liabilities of $593, costs mostly associated with the opening the Company’s bank account, franchise tax and incorporation fees.
 
Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 
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Inflation

The effect of inflation on our revenues and operating results has not been significant.

Critical Accounting Policies
 
THERE ARE NO CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE.
 
MANAGEMENT

Officer and Director

Our officers and directors will serve until a successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, address, age and position of our president, secretary/treasurer, and director and vice president is set forth below:

NAME AND ADDRESS
 
AGE
 
POSITION(S)
         
Elchanan Menachem Grossbaum   26   Chief Executive and Financial Officer and Director
20 Haroe Street, Jerusalem, Israel        
         
Eliyahu Prager    27   Secretary and Director
15 Shivtei Israel St., Bnei Brak, Israel        

The person named above has held his offices/positions since the inception of our company and is expected to hold his offices/positions until the next annual meeting of our stockholders.

Business Experience

Elchanan Grossbaum:

From 2011 to the present, Mr. Grossbaum has been the coordinator of "Matzila" a non-school based, community education program funded by the Israel Interior Ministry.  Mr. Grossbaum’s responsibilities include all organizational and operational aspects of the program for student ranging from elementary school through high school.   At Matzila, Mr. Grossbaum brings his vision for change for the students and implements learning processes to assist moving these students into the regular school system.  He is responsible for management and professional development and managing relationships between the school and the community. Mr. Grossbaum has a wide experience in management which were supported by management courses, among them the C.B.T course given by the Kiviti institute.  From 2008 till the present, Mr. Grossbaum is also the head master of "Shearei Tvuna" where he is the head of  education.  

Eliyahu Prager:

Since 2010 Mr. Prager is the co-owner of an online retail food company "Yashir for you." The company operates a web site which sells home delivered food products.  As one of the founders of the company, Mr. Prager developed the business concept,  the financial plan, planned the web site and implemented them. He now oversees marketing and the financial aspect of the company. In addition Mr. Prager's responsibilities include all the company's logistics management. From 2008-10, prior to founding Yashir for You,  Mr. Prager was in Sheirut Leumi (a form of National Service) assisting children with their educational studies 2008-2010.  Mr. Prager on-line retail experience and his management and people skills will help the company.
 
 
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CONFLICTS OF INTEREST
 
Conflicts of Interest
 
At the present time, the Company does not foresee any direct conflict between Mr. Grossbaum’s other business interests and his involvement in the Company.

At the present time, the Company does not foresee any direct conflict between Mr. Prager’s other business interests and his involvement in the Company.
 
COMMITTEES OF THE BOARD OF DIRECTORS

We have not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by our directors. Because we do not have any independent directors, our Board of Directors believes that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board of Directors has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors.

Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.

Neither of our directors is not an “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:

 
·
understands generally accepted accounting principles and financial statements,
     
 
·
is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,
     
 
·
has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,
     
 
·
understands internal controls over financial reporting, and
     
 
·
understands audit committee functions.

Our Board of Directors is comprised of two persons who were integral to our formation and who are involved in our day to day operations. While we would prefer to have an audit committee financial expert on our board of directors. When the Company is able to expand our Board of Directors to include one or more independent directors, the Company intends to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and the Company is not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.
 
 
30

 

We do not have any independent directors and the Company has not voluntarily implemented various corporate governance measures, in the absence of which, stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

EXECUTIVE COMPENSATION

We have made no provisions for paying cash or non-cash compensation to our officers and directors. No salaries are being paid at the present time, no salaries or other compensation were paid in cash, or otherwise, for services performed prior to August 2, 2011, our date of inception, and no compensation will be paid unless and until our operations generate sufficient cash flows.

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception August 2, 2011 through December 31, 2012.
 
Summary Compensation Table

Name
                             
Non-Equity
   
Nonqualified
             
and
                 
Stock
   
Option
   
Incentive Plan
   
Deferred
   
All Other
       
principal
     
Salary
   
Bonus
   
Awards
   
Awards
   
Compensation
   
Compensation
   
Compensation
   
Total
 
position
 
Year
 
($)
   
($)
   
($)
   
($)
   
($)
   
Earnings ($)
   
($)
   
($)
 
                                                     
Elchanan Menachem Grossbaum
CEO
 
2012
    0       0       0       0       0       0       0       0  
                                                                     
Eliyahu Prager
Secretary
 
2012
    0       0       0       0       0       0       0       0  
 
We have not paid any salaries to our directors and officers as of the date of this Prospectus. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officer and director other than as described herein.
 
 
31

 

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2012.

    Option Awards      Stock Awards  
Name
 
Number of Securities Underlying Unexercised Option (#) Exercisable
   
Number of Securities Underlying Unexercised Options (#) Unexercisable
   
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
   
Option Exercise Price ($)
   
Option Expiration
Date
   
Number of Shares or Units of Stock That Have Not Vested (#)
   
Market Value of Shares or Units of Stock That Have Not Vested ($)
   
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
   
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
 
                                                                         
                                                       
                                                                         
                                                       

There were no grants of stock options since inception to the date of this Prospectus.

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

We have not adopted a stock option plan. We have no plans to adopt a stock option plan, but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. We may develop an incentive based stock option plan for our officer and director and may reserve up to 10% of our outstanding shares of common stock for that purpose.

Options Grants during the Last Fiscal Year / Stock Option Plans

We do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. 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 our directors and officers since our inception; accordingly, no stock options have been granted or exercised by our directors and officers since we were founded.

 
32

 
 
Aggregated Options Exercises in Last Fiscal Year

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 our directors and officers since our inception; accordingly, no stock options have been granted or exercised by our directors and officers 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 our directors and officers 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 our directors and officers or employees or consultants since we were founded.

Compensation of Directors

Our Directors are not compensated by us for acting as such. They are reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements pursuant to which our Directors are or will be compensated in the future for any services provided as a Director.

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Employment Contracts, Termination Of Employment, Change-In-Control Arrangements

There are no employment contracts or other contracts or arrangements with our officer or director other than those disclosed in this report. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers that would result from their resignation, retirement or any other termination. There are no arrangements for directors, officers or employees that would result from a change-in-control.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

Neither our directors and officers nor any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Director Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period from inception August 2, 2011 through December 31, 2012.
 
 
33

 

Director Compensation

Name
 
Fees
Earned
or Paid
in Cash
($)
   
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings
($)
   
All Other
Compensation
($)
   
Total
($)
 
                                           
Elchanan Menachem Grossbaun
    0       0       0       0       0       0       0  
                                                         
Eliyahu Prager
    0       0       0       0       0       0       0  

At this time, we have not entered into any employment agreements with our officers and directors. If there is sufficient cash flow available from our future operations, we may enter into employment agreements with our officers and directors or future key staff members.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our officers and directors, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what his ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.

Title of Class
 
Name and Address of Beneficial Owner
 
Amount and Nature of
Beneficial
Ownership
   
Percent of
Class
 
                 
Common Stock
 
Elchanan Menachem Grossbaum
    1,000,000       80 %
   
Eliyahu Prager
    250,000       20 %
                     
   
All Officers and Directors as a Group
    1,250,000       100 %
   
(2 persons)
               

 
34

 
 
The following table sets forth the beneficial ownership table after the anticipated 100% completion of the offering.
 
After completion of the offering

Title of Class
 
Name and Address of Shareholders
 
Amount and
Nature of
Shareholders Ownership
   
Percent of
Class
 
                 
Common Stock
 
Elchanan Menachem Grossbaum
    1,000,000       57 %
   
Eliyahu Prager
    250,000       14 %
   
Total
            71 %
                     
   
All other Shareholders
    500,000       29 %

Change in Control

We are not aware of any arrangement that might result in a change in control of our company in the future.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On August 15, 2012  we issued 1,250,000 shares of our common stock to our directors and officers at $0.016 per share for aggregate proceeds of $20,000 which were received on  January 11, 2013.

There have been no other transactions since our audit date, February 3, 2013, or any currently proposed transactions in which we are, or plan to be, a participant and in which any related person had or will have a direct or indirect material interest.

Director Independence

We intend to quote our securities on the OTC Bulletin Board which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.

Legal Proceedings

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.
 
 
35

 

We intend to furnish annual reports to stockholders, which will include audited financial statements reported on by our Certified Public Accountants. In addition, we will issue unaudited quarterly or other interim reports to stockholders, as we deem appropriate or required by applicable securities regulations.
 
DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FORSECURITIES ACT LIABILITIES

Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Delaware law.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control 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.

REPORTS TO SECURITY HOLDERS

After this registration statement becomes effective, we will be subject only to the limited reporting requirements of Section 15(d) of the Exchange Act. Pursuant to Section 15(d), we will only be required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the SEC. These reports may be accessed free of charge through the SEC’s website at www.sec.gov.

These reports will also be available for inspection and copying at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can receive copies of these documents upon payment of a duplicating fee by writing to the SEC.

However, since we will be subject only to the limited reporting requirements of Section 15(d) of the Exchange Act, even these limited reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if on the first day of any fiscal year other than the fiscal year in which our registration statement became effective, there are fewer than 300 shareholders. If we do not become a reporting issuer and instead make a decision to suspend our public reporting, we will no longer be obligated to file periodic reports with SEC and your access to our business information will be restricted. In addition, if we do not become a reporting issuer, we will not be required to furnish proxy statements to security holders, and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act.
 
WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549, under the Securities Act of 1933 a registration statement on Form S-1 of which this prospectus is a part, with respect to the shares offered hereby. We have not included in this prospectus all the information contained in the registration statement, and you should refer to the registration statement and our exhibits for further information.
 
 
36

 

In the Registration Statement, certain items of which are contained in exhibits and schedules as permitted by the rules and regulations of the Securities and Exchange Commission. You can obtain a copy of the Registration Statement from the Securities and Exchange Commission by mail from the Public Reference Room of the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. In addition, the Securities and Exchange Commission maintains a Web site at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission’s telephone number is 1-800-SEC-0330 (1-800-732-0330). These SEC filings are also available to the public from commercial document retrieval services.

You should rely only on the information contained in this prospectus. No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

STOCK TRANSFER AGENT

We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, we will act as our own transfer agent.
 
 
37

 
 
OLIVIA INC
(A Development Stage Company)

FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2012 AND 2011 AND FOR THE PERIOD FROM (INCEPTION) AUGUST 02, 2011 THROUGH DECEMBER 31, 2012
 
CONTENTS:
     
       
Report of Independent Registered Public Accounting Firm
    F-2  
         
Balance Sheets as of December 31, 2012 and 2011
    F-3  
         
Statement of Operations for the year ended December 31, 2012 and for the five months ended December 31, 2011 and for the period of inception (August 02, 2011) through December 31, 2012
    F-4  
         
Statement of Stockholders’ Deficit for the period from inception (August 02, 2011) through December 31, 2012
    F-5  
         
Statement of Cash Flows for the year ended December 31, 2012, and for the five month period ended December 31, 2011 and from inception (August 02, 2011) through December 31, 2012
    F-6  
         
Notes to the Financial Statements
    F-7  
 
 
F-1

 

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Olivia Inc (A Development Stage Company)
 
We have audited the accompanying balance sheets of Olivia Inc (a development stage company) (“the Company”) as of December 31, 2012 and 2011 , and the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2012, the period of inception (August 02, 2011) to December 31, 201 1 , and the cumulative period from inception (August 02, 2011) to December 31, 2012 . These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 the Company as of December 31, 2012 and 2011, and the results of your operations and cash flows for the year ended December 31, 201 2 , the period of inception (August 02, 2011) to December 31, 2011   and the cumulative period from inception ( August 2, 2011 ) through December 31, 2012 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 1, the Company is in the development stage, and has not established any source of revenue to cover its operating costs and has negative working capital. As of December 31, 2012, the cash resources of the Company were insufficient to meet its planned business objectives. These 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 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ Dov Weinstein & Co. C.P.A. (Isr)  
www. wcpa.co.il  
Jerusalem, Israel. Tel-Aviv, Israel, Los Angeles, California
February 03, 2013
 
 
F-2

 
 
OLIVIA INC
(A Development Stage Company)
BALANCE SHEET
 
   
December 31
2012
   
December 31
2011
 
   
$
   
$
 
 ASSETS
Current Assets:
           
Cash and cash equivalents
    25       -  
                 
TOTAL ASSETS
    25       -  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
                 
Current liabilities:
               
Short-term borrowings
    593       -  
                 
Total Liabilities
    593       -  
                 
Stockholders’ Deficit
               
Common stock, $0.0001 par value; 200,000,000 shares authorized; 1,250,000 shares issued and outstanding
    125       -  
Additional paid-in capital
    19,875       -  
Accumulated deficit during development stage
    (568 )     -  
Stock subscription receivable
    (20,000 )     -  
                 
Total Stockholders’ Deficit
    (568 )     -  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
    25       -  

The accompanying notes are an integral part of these financial statements.
 
 
F-3

 
 
OLIVIA INC
(A Development Stage Company)
STATEMENT OF OPERATIONS
 
   
For the year ended December 31, 2012
   
From August 2, 2011 (Inception) to  December 31, 2011
   
From August 02, 2011 (Inception) to
December 31, 2012
 
     
$
     
$
     
$
 
                         
Revenue
    -       -       -  
                         
Operating expenses:
                       
- Franchise tax expense
    568       -       568  
                         
Net loss
    (568 )     -       (568 )
                         
Loss per share - basic and diluted:
                       
                         
Loss per share of common stock
    -       -          
                         
Weighted average number of common shares outstanding
    474,727       -          
 
The accompanying notes are an integral part of these financial statements.
 
 
F-4

 
 
OLIVIA INC
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
for the period of AUGUST 02, 2011 (INCEPTION) to DECEMBER 31, 2012

   
Common Stock
   
Additional Paid-in
   
Accumulated Deficit During Development
   
Stock Subscription
   
Total Stockholders’
 
   
Shares
   
Amount
    Capital     Stage     Receivable     Deficit  
         
$
   
$
   
$
   
$
   
$
 
                                     
Inception (August 02, 2011)
    -       -       -       -       -       -  
                                                 
Profit for the period
    -       -       -       -       -       -  
                                                 
Balance at December 31, 2011
    -       -       -       -       -       -  
                                                 
Common stock issued for subscription at $0.016 per share
    1,250,000       125       19,875       -       (20,000 )     -  
                                                 
Loss for the year
    -       -       -       (568 )     -       (568 )
                                                 
Balance at December 31, 2012
    1,250,000       125       19,875       (568 )     (20,000 )     (568 )

The accompanying notes are an integral part of these financial statements.
 
 
F-5

 
 
OLIVIA INC
(A Development Stage Company)
STATEMENT OF CASH FLOWS
 
   
For the year ended December 31, 2012
   
For the period of August 02, 2011 (inception) through December 31, 2011
   
For the period of inception (August 02, 2011) through December 31, 2012
 
   
$
   
$
   
$
 
Cash Flows from Operating Activities
                 
                   
Net loss
    (568 )     -       (568 )
                         
Net cash used in operating activities
    (568 )     -       (568 )
                         
Cash Flows from Investing Activities
    -       -       -  
                         
Cash Flows from Financing Activities
                       
Proceeds from short-term borrowings
    593       -       593  
Net cash provided by financing activities
    593       -       593  
                         
Movement in cash and cash equivalents
    25       -       25  
                         
Cash and cash equivalents at beginning of the period
    -       -       -  
                         
Cash and cash equivalents at end of the period
    25       -       25  
                         
Supplemental Disclosure of Non-Cash Financing Activity:
                       
                         
Stock issued for subscriptions receivable
    20,000       -       20,000  

The accompanying notes are an integral part of these financial statements.
 
 
F-6

 
 
OLIVIA INC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION 

Olivia Inc is a Delaware company (the “Company”), incorporated under the laws of the State of Delaware on August 02, 2011. The Company is in the development stage as defined by Accounting Standards Codification 915 (ASC 915), “Accounting and  reporting by Development Stage Enterprises”. The business plan of the Company is to create an online bread club, which allows members to purchase baked goods and also provide input and recipes online.

Basis of Presentation
The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

These financial statements are presented in US dollars.

Fiscal Year End
The Company has adopted a fiscal year end of December 31.

Going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no established source of revenue and negative working capital. This raises substantial doubt about the Company's ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

In view of these matters, continuation as a going concern is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.
 
The Company plans to improve its financial condition through a public offering as described in Note 6. However, there is no assurance that the Company will be successful in accomplishing this objective. Management believes that this plan provides an opportunity for the Company to continue as a going concern.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts or revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 
F-7

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated:

Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Property, plant and equipment
The Company does not own any property, plant and equipment.

Earnings per share
The Company computes net loss per share in accordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares. As of December 31, 2012, the Company had no potentially dilutive shares.

Income taxes
Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.”  Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences).  Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled.  Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Recent accounting pronouncements
In October 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
 
NOTE 3 – STOCKHOLDER’S DEFICIT

Common Stock
On August 15, 2012, the Company issued 1,250,000 shares of common stock to the two directors and officers of the Company at a price of $0.016 per share, for $20,000, for initial capital (stock subscription receivable). The proceeds from this stock subscription was received on January 11, 2013 in the Company's bank account.
 
 
F-8

 

NOTE 4 – RELATED PARTY TRANSACTIONS

Details of transactions between the Company and related parties are disclosed below.

The following entities have been identified as related parties :

Elchanan Grossbaum                                          - Director and greater than 10% stockholder
Eliyahu Prager                                                      - Director and greater than 10% stockholder

   
December 31
   
December 31
 
   
2012
   
2011
 
   
$
   
$
 
                 
Balance sheets:
               
                 
Short-term borrowings - Director's loan     (593        

NOTE 5 – INCOME TAXES

The (benefit)/provision for income taxes for the periods ended December 31, 2012 and 2011 was as follows (assuming a 15% effective tax rate):
           
   
December 31
   
December 31
 
   
2012
   
2011
 
   
$
   
$
 
             
Current Tax Provision
           
  Federal-
           
    Taxable income
           
      Total current tax provision
    -       -  
      -       -  
                 
Deferred Tax Provision
               
  Federal-
               
    Loss carry forwards
    85       -  
      Change in valuation allowance
    (85 )     -  
        Total deferred tax provision
    -       -  
                 
The Company had deferred income tax assets as of December 31, 2012 and 2011 as follows:
               
                 
Loss carry forwards
    85       -  
Less - Valuation allowance
    (85 )     -  
      -       -  
                 
The Company provided a valuation allowance equal to the deferred income tax assets for period ended December 31, 2012 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.
               
                 
As of December 31, 2012, the Company had approximately $568 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2032.
               
                 
The Company did not identify any material uncertain tax positions.  The Company did not recognize any interest or penalties for unrecognized tax benefits.
               
                 
The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed.
               
 
 
F-9

 
 
NOTE 6 – SUBSEQUENT EVENTS

(a)
On January 11, 2013, the proceeds from the stock subscription receivable were received in the Company's bank account.

(b)
The Company has commenced capital formation activities by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 500,000 shares of newly issued common stock at an offering price of $0.16 per share for proceeds of up to $80,000.

The Company has evaluated subsequent events from the balance sheet date through the date of the financial were available to be issued and has determined that there were no additional events or transactions other than those noted herein.
 
 
F-10

 
 
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware

Our Bylaws provide that, to the fullest extent permitted by the Delaware General Corporation Law, we may indemnify or advance expenses to, any person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that such person (i) is or was a director of the Corporation; (ii) is or was serving at the request of the Corporation as a director of another corporation, provided that such person is or was at the time a director of the Corporation, or (iii) is or was serving as the request of the Corporation as an officer of another Corporation, provided that such person is or was at the time a director of the corporation or a director of such other corporation, serving at the request of the Corporation. Unless otherwise expressly prohibited by the DGCL, and except as otherwise provided in the previous sentence, the Board of Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact such person is or was an officer, employee or agent of the Corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Delaware.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Delaware law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
 
 
II-1

 

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant will pay for all expenses incurred by this offering. Whether or not all of the offered shares are sold, these expenses are estimated as follows:

         
Securities and Exchange Commission registration fee
 
$
  11  
Federal Taxes
 
$
 
State Taxes and Fees
 
$
 
Listing Fees
 
$
 
Printing Fees
 
$
495
 
Transfer Agent Fees
 
$
1,500
 
Accounting fees and expenses
 
$
8,000
 
Legal fees and expenses
 
$
8,000
 
TOTAL
 
$
18,006
 

RECENT SALES OF UNREGISTERED SECURITIES

During the last three fiscal years we have had the following issuances of unregistered securities:

(a) On August 15, 2012, we issued 1,000,000 shares to Elchanan Menachem Grossbaum, a Company founder, in exchange for cash of $16,000 which was received January 11, 2013. We relied upon Section 4(2) of the Securities Act, which exempts from registration “transactions by an issuer not involving any public offering.
   
(b) On August 15, 2012, we issued 250,000 shares to Eliyahu Prager, a Company founder, in exchange for cash of $4,000 which was received January 11, 2013. We relied upon Section 4(2) of the Securities Act, which exempts from registration “transactions by an issuer not involving any public offering

It is our belief that our founders had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of the investment and therefore did not need the protections offered their shares under Securities and Act of 1933, as amended. Each of our founders certified that they were purchasing the shares for their own accounts, with investment intent. This offering was not accompanied by general advertisement or general solicitation and the shares were issued with a Rule 144 restrictive legend.
 
 
II-2

 
 
EXHIBITS

The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation K.
 
EXHIBIT NO.
 
DOCUMENT DESCRIPTION
     
3.1*
 
Certificate of Incorporation of Olivia Inc.
     
3.2*
 
Bylaws of Olivia Inc.
     
5.1*
 
Opinion of Counsel.
     
23.1
 
Consent of Accountants dated April 15, 2013.
 
*Previously filed and incorporated herein by reference
 
 
II-3

 
 
UNDERTAKINGS

The registrant hereby undertakes:

1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act;

 
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2.
That for the purpose of determining 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;

3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

4.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
5.
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
 
II-4

 
 
 
(i)
Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

 
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the 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.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
 
II-5

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of  Jerusalem on April 15, 2013.
 
  OLIVIA INC.  
       
April 15, 2013
By:
/s/ Elchanan Menachem Grossbaum
 
   
President, Chief Executive Officer,
 
   
Chief Financial Officer, Principal Accounting Officer,
 
   
Treasurer, Director
 
       

In accordance with the requirements of the Securities Act, this Prospectus has been signed by the following persons in the capacities and on the dates stated.

SIGNATURES
 
TITLE
 
DATE
         
/s/ Elchanan Menachem Grossbaum
 
President, Chief Executive Officer,
 
April 15, 2013
Elchanan Menachem Grossbaum
 
Chief Financial Officer, Principal Accounting Officer,
   
   
Treasurer, Director
   
         
/s/ Eliyahu Prager
  Secretary and Director  
April 15, 2013
Eliyahu Prager
       
         
 
 
 II-6