Attached files
As filed with the Securities and Exchange Commission on July 1, 2013
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MOBILE LADS CORP.
(Exact name of registrant as specified in its charter)
Nevada 7385 42-1774611
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
83 Ducie Street, Manchester, M1 2JQ,
United Kingdom
Phone: + 1 786 404 1183
e-mail:mobileladscorp@gmail.com
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Business Filings Incorporation
8040 Excelsior Dr. Suite 200 Medicon WI 53717
Tel: 1-800-981-7183
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Thomas E. Puzzo
Law Offices of Thomas E. Puzzo, PLLC
3823 44th Ave. NE
Seattle, Washington 98105
Direct Tel: (206) 522-2256
Cell: (206) 412-6868
Fax: (206) 260-0111
E-mail: tpuzzo@msn.com
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount of Shares Offering Price Aggregate Offering Registration
Registered to be Registered per Share (1) Price Fee
-----------------------------------------------------------------------------------------------------------
Common Stock 3,000,000 $ 0.03 $90,000 $12.27
===========================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (o) of the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
PRELIMINARY PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD 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. THERE IS NO
MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.
MOBILE LADS CORP.
3,000,000 SHARES OF COMMON STOCK
This is the initial offering of common stock of Mobile Lads Corp. and no public
market currently exists for the securities being offered. We are offering for
sale a total of 3,000,000 shares of common stock at a fixed price of $0.03 per
share. There is no minimum number of shares that must be sold by us for the
offering to proceed, and we will retain the proceeds from the sale of any of the
offered shares. The offering is being conducted on a self-underwritten, best
efforts basis, which means our President, Iouri Baltchougov, will attempt to
sell the shares. This Prospectus will permit our President to sell the shares
directly to the public, with no commission or other remuneration payable to her
for any shares he may sell. In offering the securities on our behalf, he will
rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1
under the Securities and Exchange Act of 1934.
The shares will be offered at a fixed price of $0.03 per share for a period of
240 days from the effective date of this prospectus.
Offering Price Proceeds to Company
Per Share Commissions Before Expenses
--------- ----------- ---------------
Common Stock $ 0.03 Not Applicable $90,000
Total $ 0.03 Not Applicable $90,000
Mobile Lads Corp. is a development stage company and has limited operations. To
date we have been involved primarily in organizational activities. We do not
have sufficient capital for operations. Any investment in the shares offered
herein involves a high degree of risk. You should only purchase shares if you
can afford a loss of your investment. Our independent registered public
accountant has issued an audit opinion for Mobile Lads Corp. which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers
must remain current in their quarterly and annual filings with the SEC. If we
are not able to pay the expenses associated with our reporting obligations we
will not be able to apply for quotation on the OTC Bulletin Board. We do not yet
have a market maker who has agreed to file such application. There can be no
assurance that our common stock will ever be quoted on a stock exchange or a
quotation service or that any market for our stock will develop.
Mobile Lads Corp. has no plans to engage in a merger or acquisition with another
entity.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS" ON PAGES 5 THROUGH 13 BEFORE BUYING ANY
SHARES OF MOBILE LADS CORP.'S COMMON STOCK.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SUBJECT TO COMPLETION, DATED _________
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
RISK FACTORS 5
FORWARD-LOOKING STATEMENTS 13
USE OF PROCEEDS 14
DETERMINATION OF OFFERING PRICE 14
DILUTION 14
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 17
DESCRIPTION OF BUSINESS 28
LEGAL PROCEEDINGS 35
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 35
EXECUTIVE COMPENSATION 36
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 38
PLAN OF DISTRIBUTION 38
DESCRIPTION OF SECURITIES 40
INDEMNIFICATION 41
INTERESTS OF NAMED EXPERTS AND COUNSEL 42
EXPERTS 42
AVAILABLE INFORMATION 43
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 43
INDEX TO THE FINANCIAL STATEMENTS 44
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
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PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "MOBILE LADS CORP." REFERS TO MOBILE LADS CORP. THE FOLLOWING SUMMARY
DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD
READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR
COMMON STOCK.
MOBILE LADS CORP.
We are a development stage company and our business is advertising of products
and services using SMS technology. Mobile Lads Corp. was incorporated in Nevada
on March 26, 2013. We intend to use the net proceeds from this offering to
develop our business operations (See "Description of Business" and "Use of
Proceeds"). To implement our plan of operations we require a minimum of $30,000
for the next twelve months as described in our Plan of Operations. Being a
development stage company, we have very limited operating history. After twelve
months period we may need additional financing. We do not currently have any
arrangements for additional financing. Our principal executive offices are
located at 83 Ducie Street, Manchester, M1 2JQ, UK.
From inception until the date of this filing, we have had very limited operating
activities. Our financial statements from inception (March 26, 2011) through
April 30, 2013, net loss of $7,400. Our independent registered public accounting
firm has issued an audit opinion for Mobile Lads Corp. which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern. To date, we have developed our business plan and executed Contract with
"Twilio Inc". "Twilio Inc" - builds and provides services such as:
MOBILE-FRIENDLY WEBSITES, SMS TEXT MESSAGE MARKETING, QR (QUICK RESPONSE) CODES
AND MOBILE APPS.
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.
We are an "emerging growth company" as defined in the Jumpstart our Business
Startups Act of 2012. For as long as we are an emerging growth company, we will
not be required to comply with the 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, the reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy
statements and the 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 intend to take advantage of these
reporting exemptions until we are no longer an emerging growth company.
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THE OFFERING
The Issuer: MOBILE LADS CORP.
Securities Being Offered: 3,000,000 shares of common stock.
Price Per Share: $0.03
Duration of the Offering: The shares will be offered for a period of 240
days from the effective date of this prospectus.
Gross Proceeds $90,000
Securities Issued and
Outstanding: There are 3,500,000 shares of common stock issued
and outstanding as of the date of this prospectus,
held by our sole officer and director, Iouri
Baltchougov.
Registration Costs We estimate our total offering registration costs
to be approximately $8,000.
Risk Factors See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
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SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from our audited financial
statements for the period from March 26, 2013(Inception) to April 30, 2013.
FINANCIAL SUMMARY
April 30, 2013 ($)
------------------
Cash and Deposits 6,900
Total Assets 6,900
Total Liabilities 10,800
Total Stockholder's Deficit (3,100)
STATEMENT OF OPERATIONS
Accumulated From
March 26, 2013
(Inception) to
April 30, 2013 ($)
------------------
Total Expenses 7,400
Net Loss for the Period (7,400)
Net Loss per Share (0.00)
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.
RISKS ASSOCIATED TO OUR BUSINESS
WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START
OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES AND
PROFITABLE OPERATIONS. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT
BE AVAILABLE.
Our current operating funds are less than necessary to complete our intended
operations in the advertising of products and services using SMS technology. We
need the proceeds from this offering to commence activities that will allow us
to begin seeking financing of our business plan. As of April 30, 2013, we had
cash in the amount of $6,900 and liabilities of $10,800. As of this date, we
have had limited operations and no income. The proceeds of this offering may not
be sufficient for us to achieve revenues and profitable operations. We may need
additional funds to achieve a sustainable sales level where ongoing operations
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can be funded out of revenues. There is no assurance that any additional
financing will be available or if available, on terms that will be acceptable to
us.
MANY OF THE EXISTING COPMANIES THAT ENGAGE IN THE MOBILE ADVERTISING BUSINESS
HAVE A GREATER, MORE ESTABLIHED DATABASE THAN US
There are few barriers of entry in the mobile advertising business and level of
competition is extremely high. There are many domestic companies offering the
same services. We will be in direct competition with them. Many large companies
have greater financial capabilities than us and will be able to provide more
favorable services to the potential customers. Many of these companies may have
a greater, more established customer base than us.
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.
We were incorporated on March 26, 2013 and to date have been involved primarily
in organizational activities. We have commenced limited business operations.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful. Potential investors should be aware of the difficulties normally
encountered by new distribution companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the operations that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to the
ability to generate sufficient cash flow to operate our business, and additional
costs and expenses that may exceed current estimates. Prior to launching SMS
advertising, we anticipate that we will incur increased operating expenses
without realizing any revenues. We expect to incur significant losses into the
foreseeable future. We recognize that if the effectiveness of our business plan
is not forthcoming, we will not be able to continue business operations. There
is no history upon which to base any assumption as to the likelihood that we
will prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.
WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO RAISE FINANCING. OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTANT HAS EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.
We have accrued net losses of $7,400 for the period from our inception on March
26, 2013 to April 30, 2013, and have no revenues as of this date. Our future is
dependent upon our ability to obtain financing and upon future profitable
operations in the SMS services business. Further, the finances required to fully
develop our plan cannot be predicted with any certainty and may exceed any
estimates we set forth. These factors raise substantial doubt that we will be
able to continue as a going concern. Thomas J Harris CPA our independent
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registered public accounting firm, has expressed substantial doubt about our
ability to continue as a going concern. This opinion could materially limit our
ability to raise additional funds by issuing new debt or equity securities or
otherwise. If we fail to raise sufficient capital when needed, we will not be
able to complete our business plan. As a result we may have to liquidate our
business and you may lose your investment. You should consider our independent
registered public accountant's comments when determining if an investment in
Mobile Lads Corp. is suitable.
We require minimum funding of approximately $30,000 to conduct our proposed
operations for a period of one year. If we are not able to raise this amount, or
if we experience a shortage of funds prior to funding we may utilize funds from
Iouri Baltchougov, our officer and director, who has verbally agreed to advance
funds to allow us to pay for professional fees, including fees payable in
connection with the filing of this registration statement and operation
expenses. However, Mr. Baltchougov has no formal commitment, arrangement or
legal obligation to advance or loan funds to the company. After one year we may
need additional financing. We do not currently have any arrangements for
additional financing.
If we are successful in raising the funds from this offering, we plan to
commence activities to start our operations. We cannot provide investors with
any assurance that we will be able to raise sufficient funds to start our
operations.
THE EFFECT OF THE RECENT ECONOMIC CRISIS MAY IMPACT OUR BUSINESS, OPERATING
RESULTS OR FINANCIAL CONDITIONS.
The recent global crisis has caused disruption and extreme volatility in global
financial markets and increased rates of default and bankruptcy, and has
impacted levels of consumer spending. These macroeconomic developments may
affect our business, operating results or financial condition in a number of
ways. For example, our potential customers may never start spending with us, may
have difficulty paying us or may delay paying us for previously purchased
services. A slow or uneven pace of economic recovery would negatively affect our
ability to start our distribution business and obtain financing.
WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE
WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS,
CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.
We operate in a highly competitive environment. Our competition includes large,
small and midsized companies, and many of them may distribute similar products
in our markets at competitive prices. Highly competitive environment could
materially adversely affect our business, financial condition, results of
operations, cash flows and prospects.
BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL OWN 53.85% OR MORE OF OUR OUTSTANDING
COMMON STOCK, IF MAXIMUM OFFERING SHARES ARE SOLD, THEY WILL MAKE AND CONTROL
CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
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If maximum offering shares will be sold, Mr. Baltchougov, our sole officer and
director, will own 53.85 % of the outstanding shares of our common stock.
Accordingly, they will have significant influence in determining the outcome of
all corporate transactions or other matters, including the election of
directors, mergers, consolidations and the sale of all or substantially all of
our assets, and also the power to prevent or cause a change in control. The
interests of Mr. Baltchougov may differ from the interests of the other
stockholders and may result in corporate decisions that are disadvantageous to
other shareholders.
BECAUSE OUR CURRENT PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE
OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Iouri Baltchougov, our President, currently devotes approximately twelve hours
per week providing management services to us. While he presently possesses
adequate time to attend to our interest, it is possible that the demands on her
from other obligations could increase, with the result that he would no longer
be able to devote sufficient time to the management of our business. The loss of
Mr. Baltchougov to our company could negatively impact our business development.
IF IOURI BALTCHOUGOV, OUR PRESIDENT AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL
NOT HAVE A CHIEF EXECUTIVE OFFICER THAT COULD RESULT IN OUR OPERATIONS
SUSPENDING. IF THAT SHOULD OCCUR, YOU COULD LOSE YOUR INVESTMENT.
We extremely depend on the services of our president and director, Iouri
Baltchougov, for the future success of our business. The loss of the services of
Mr. Baltchougov could have an adverse effect on our business, financial
condition and results of operations. If he should resign or die we will not have
a chief executive officer. If that should occur, until we find another person to
act as our chief executive officer, our operations could be suspended. In that
event it is possible you could lose your entire investment.
BECAUSE COMPANY'S HEADQUARTER AND ASSETS ARE LOCATED OUTSIDE THE UNITED STATES,
U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF
PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST
THE COMPANY AND ITS NON-U.S. RESIDENT SOLE OFFICER AND DIRECTOR.
While we are organized under the laws of State of Nevada, our sole officer and
Director are non-U.S. resident and our headquarters and assets are located
outside the United States. Consequently, it may be difficult for investors to
affect service of process on them in the United States and to enforce in the
United States judgments obtained in United States courts against them based on
the civil liability provisions of the United States securities laws. Since all
our assets will be located outside U.S. it may be difficult or impossible for
U.S. investors to collect a judgment against us.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
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We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
an investor's shares.
BECAUSE WE HAVE ELECTED TO DEFER COMPLIANCE WITH NEW OR REVISED ACCOUNTING
STANDARDS, OUR FINANCIAL STATEMENT DISCLOSURE MAY NOT BE COMPARABLE TO SIMILAR
COMPANIES.
We have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1) of the Jumpstart Our
Business Startups Act. This allows us to delay the adoption of new or revised
accounting standards that have different effective dates for public and private
companies until those standards apply to private companies. As a result of our
election, our financial statements may not be comparable to companies that
comply with public company effective dates.
RISKS ASSOCIATED WITH THIS OFFERING
OUR PRESIDENT, MR. BALTCHOUGOV DOES NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING A
BEST-EFFORT OFFERING, AND OUR BEST EFFORT OFFERING DOES NOT REQUIRE A MIMIMUM
AMOUNT TO BE RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH
FUNDS TO COMMENCE AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE
INVESTMENT.
Mr. Baltchougov does not have any experience conducting a best-effort offering.
Consequently, we may not be able to raise any funds successfully. Also, the best
effort offering does not require a minimum amount to be raised. If we are not
able to raise sufficient funds, we may not be able to fund our operations as
planned, and our business will suffer and your investment may be materially
adversely affected. Our inability to successfully conduct a best-effort offering
could be the basis of your losing your entire investment in us.
THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLIHED THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $3,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the broker-dealer.
For transactions covered by the penny stock rules, a broker dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
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be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may make it difficult for you to resell any shares you may purchase, if at
all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. There is no guarantee
that he will be able to sell any of the shares. Unless he is successful in
selling all of the shares and we receive the proceeds from this offering, we may
have to seek alternative financing to implement our business plan.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any market or public stock exchange. There is presently
no demand for our common stock and no public market exists for the shares being
offered in this prospectus. We plan to contact a market maker immediately
following the completion of the offering and apply to have the shares quoted on
the Over-the-Counter Bulletin Board ("OTCBB"). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC or applicable regulatory authority.
If we are not able to pay the expenses associated with our reporting obligations
we will not be able to apply for quotation on the OTC Bulletin Board. Market
makers are not permitted to begin quotation of a security whose issuer does not
meet this filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 to 60 day
grace period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Mobile Lads Corp. and anyone acting on our
behalf, with any market maker regarding participation in a future trading market
for our securities. If no market is ever developed for our common stock, it will
be difficult for you to sell any shares you purchase in this offering. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public trading market,
your common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to realize
any value from your investment.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
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The estimated cost of this registration statement is $8,000. We will have to
utilize funds from Iouri Baltchougov, our officer and director, who has verbally
agreed to loan the company funds to complete the registration process. After the
effective date of this prospectus, we will be required to file annual, quarterly
and current reports, or other information with the SEC as provided by the
Securities Exchange Act. We plan to contact a market maker immediately following
the close of the offering and apply to have the shares quoted on the OTC
Electronic Bulletin Board. To be eligible for quotation, issuers must remain
current in their filings with the SEC. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. The costs
associated with being a publicly traded company in the next 12 months will be
approximately $10,000. If we are unable to generate sufficient revenues to
remain in compliance it may be difficult for you to resell any shares you may
purchase, if at all. Also, if we are not able to pay the expenses associated
with our reporting obligations we will not be able to apply for quotation on the
OTC Bulletin Board.
OUR SOLE OFFICER AND DIRECTOR HAVE NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH
IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROLS AND PROCEDURES AND
INTERNAL CONTROL OVER FINANCIAL REPORTING.
We have never operated as a public company. Iouri Baltchougov, our sole officer
and director, has no experience managing a public company which is required to
establish and maintain disclosure controls and procedures and internal control
over financial reporting. As a result, we may not be able to operate
successfully as a public company, even if our operations are successful. We plan
to comply with all of the various rules and regulations, which are required for
a public company. However, if we cannot operate successfully as a public
company, your investment may be materially adversely affected. Our inability to
operate as a public company could be the basis of your losing your entire
investment in us.
AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON
EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.
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
11
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive'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.
Until such time, however, we cannot predict if investors will find our common
stock less attractive because we may 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.
INVESTORS THAT NEED TO RELY ON DIVIDEND INCOME OR LIQUIDITY SHOULD NOT PURCHASE
SHARES OF OUR COMMON STOCK.
We have not declared or paid any dividends on our common stock since our
inception, and we do not anticipate paying any such dividends for the
foreseeable future. Investors that need to rely on dividend income should not
invest in our common stock, as any income would only come from any rise in the
market price of our common stock, which is uncertain and unpredictable.
Investors that require liquidity should also not invest in our common stock.
There is no established trading market and should one develop, it will likely be
volatile and subject to minimal trading volumes.
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF NEVADA STATE LAW HINDER A
POTENTIAL TAKEOVER OF US.
Though not now, in the future we may become subject to Nevada's control share
law. A corporation is subject to Nevada's control share law if it has more than
200 stockholders, at least 100 of whom are stockholders of record and residents
of Nevada, and it does business in Nevada or through an affiliated corporation.
The law focuses on the acquisition of a "controlling interest" which means the
ownership of outstanding voting shares sufficient, but for the control share
law, to enable the acquiring person to exercise the following proportions of the
voting power of the corporation in the election of directors: (i) one-fifth or
more but less than one-third, (ii) one-third or more but less than a majority,
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or (iii) a majority or more. The ability to exercise such voting power may be
direct or indirect, as well as individual or in association with others.
The effect of the control share law is that the acquiring person, and those
acting in association with it, obtains only such voting rights in the control
shares as are conferred by a resolution of the stockholders of the corporation,
approved at a special or annual meeting of stockholders. The control share law
contemplates that voting rights will be considered only once by the other
stockholders. Thus, there is no authority to strip voting rights from the
control shares of an acquiring person once those rights have been approved. If
the stockholders do not grant voting rights to the control shares acquired by an
acquiring person, those shares do not become permanent non-voting shares. The
acquiring person is free to sell its shares to others. If the buyers of those
shares themselves do not acquire a controlling interest, their shares do not
become governed by the control share law.
If control shares are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.
Nevada's control share law may have the effect of discouraging takeovers of the
corporation.
In addition to the control share law, Nevada has a business combination law
which prohibits certain business combinations between Nevada corporations and
"interested stockholders" for three years after the "interested stockholder"
first becomes an "interested stockholder," unless the corporation's board of
directors approves the combination in advance. For purposes of Nevada law, an
"interested stockholder" is any person who is (i) the beneficial owner, directly
or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (ii) an affiliate or associate of the
corporation and at any time within the three previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the
then outstanding shares of the corporation. The definition of the term "business
combination" is sufficiently broad to cover virtually any kind of transaction
that would allow a potential acquiror to use the corporation's assets to finance
the acquisition or otherwise to benefit its own interests rather than the
interests of the corporation and its other stockholders.
The effect of Nevada's business combination law is to potentially discourage
parties interested in taking control of us from doing so if it cannot obtain the
approval of our board of directors.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
13
USE OF PROCEEDS
Our offering is being made on a self-underwritten and "best-efforts" basis: no
minimum number of shares must be sold in order for the offering to proceed. The
offering price per share is $0.03. The following table sets forth the uses of
proceeds assuming the sale of one-third, two-third and 100%, respectively, of
the securities offered for sale by the Company. The offering scenarios presented
are for illustrative purposes only and the actual amount of proceeds, if any,
may differ. There is no assurance that we will raise the full $90,000 as
anticipated.
Gross Proceeds $30,000 $60,000 $90,000
Legal and professional fees $10,000 $10,000 $10,000
Developing website/hosting $ 800 $ 4,000 $ 4,000
Contracts with providers $ 1,200 $ 3,000 $ 3,000
Hire salesperson $ -- $ -- $ 5,000
Advertising $17,000 $40,000 $65,000
Office $ 1,000 $ 3,000 $ 3,000
The above figures represent only estimated costs. If necessary, Iouri
Baltchougov, our president and director, has verbally agreed to loan the company
funds to complete the registration process. Also, these loans would be necessary
if the proceeds from this offering will not be sufficient to implement our
business plan and maintain reporting status and quotation on the OTC Electronic
Bulletin Board when/if our common stocks become eligible for trading on the
Over-the-Counter Bulletin Board. Mr. Baltchougov will not be repaid from the
proceeds of this offering. There is no due date for the repayment of the funds
advanced by Mr. Baltchougov. Mr. Baltchougov will be repaid from revenues of
operations if and when we generate revenues to pay the obligation.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plan. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
The price of the current offering is fixed at $0.03 per share. This price is
significantly higher than the price paid by the Company's officer for common
equity since the Company's inception on March 26, 2013. Iouri Baltchougov, the
14
Company's president and director, paid $.001 per share for the 3,500,000 shares
of common stock he purchased from the Company.
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. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.
IF 100% OF THE SHARES ARE SOLD:
Upon completion of this offering, in the event all of the shares are sold, the
net tangible book value of the 6,500,000 shares to be outstanding will be
$78,123 or approximately $0.012 per share. The net tangible book value per share
prior to the offering is $0. The net tangible book value of the shares held by
our existing stockholders will be increased by $0.012 per share without any
additional investment on their part. Investors in the offering will incur an
immediate $0.018 dilution per share.
After completion of this offering, if 3,000,000 shares are sold, investors in
the offering will own 46.15% of the total number of shares then outstanding for
which they will have made cash investment of $90,000, or $0.03 per share. Our
existing stockholders will own 53.85% of the total number of shares then
outstanding, for which they have made contributions of cash totaling $3,500.00
or $0.001 per share, therefore, dilution per share will be $ 0.018.
IF TWO-THIRD OF THE SHARES ARE SOLD
Upon completion of this offering, in the event 2,000,000 shares are sold, the
net tangible book value of the 5,500,000 shares to be outstanding will be
$48,123 or approximately $0.0087 per share. The net tangible book value per
share prior to the offering is $0. The net tangible book value of the shares
held by our existing stockholders will be increased by $0.0087 per share without
any additional investment on their part. Investors in the offering will incur an
immediate $0.0213dilution per share.
After completion of this offering investors in the offering will own
approximately 36.36% of the total number of shares then outstanding for which
they will have made cash investment of $60,000, or $0.03 per share. Our existing
stockholders will own approximately 63.64% of the total number of shares then
outstanding, for which they have made contributions of cash totaling $3,500.00
or $0.001 per share.
15
IF ONE-THIRD OF THE SHARES ARE SOLD
Upon completion of this offering, in the event 1,000,000 shares are sold, the
net tangible book value of the 4,500,000 shares to be outstanding will be
$18,123 or approximately $0.004 per share. The net tangible book value per share
prior to the offering is $0. The net tangible book value of the shares held by
our existing stockholders will be increased by $0.004 per share without any
additional investment on their part. Investors in the offering will incur an
immediate $0.026 dilution per share.
After completion of this offering investors in the offering will own
approximately 22.22% of the total number of shares then outstanding for which
they will have made cash investment of $30,000, or $0.03 per share. Our existing
stockholders will own approximately 77.88% of the total number of shares then
outstanding, for which they have made contributions of cash totaling $3,500.00
or $0.001 per share.
The following table compares 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 $ 0.001
Net tangible book value per share before offering $ 0
Potential gain to existing shareholders $ 90,000
Net tangible book value per share after offering $ 0.012
Increase to present stockholders in net tangible book value
per share after offering $ 0.012
Capital contributions $ 3,500
Number of shares outstanding before the offering 3,500,000
Number of shares after offering assuming the sale of the
maximum number of shares 6,500,000
Percentage of ownership after offering 53.85%
EXISTING STOCKHOLDERS IF TWO-THIRD OF THE SHARES ARE SOLD:
Price per share $ 0.001
Net tangible book value per share before offering $ 0
Potential gain to existing shareholders $ 60,000
Net tangible book value per share after offering $ 0.0087
Increase to present stockholders in net tangible book value
per share after offering $ 0.0087
Capital contributions $ 3,500
Number of shares outstanding before the offering 3,500,000
Number of shares after offering assuming the sale of
two-third of the shares 5,500,000
Percentage of ownership after offering 63.64%
EXISTING STOCKHOLDERS IF ONE-THIRD OF THE SHARES ARE SOLD:
Price per share $ 0.001
Net tangible book value per share before offering $ 0
Potential gain to existing shareholders $ 30,000
Net tangible book value per share after offering $ 0.004
Increase to present stockholders in net tangible book value
per share after offering $ 0.004
16
Capital contributions $ 3,500
Number of shares outstanding before the offering 3,500,000
Number of shares after offering assuming the sale of one-third
of the shares 4,500,000
Percentage of ownership after offering 77.88%
PURCHASERS OF SHARES IN THIS OFFERING IF ALL 100% SHARES SOLD
Price per share $ 0.03
Dilution per share $ 0.018
Capital contributions $ 90,000
Number of shares after offering held by public investors 3,000,000
Percentage of capital contributions by existing shareholders 3.74%
Percentage of capital contributions by new investors 96.24%
Percentage of ownership after offering 46.15%
PURCHASERS OF SHARES IN THIS OFFERING IF TWO-THIRD OF THE
SHARES ARE SOLD:
Price per share $ 0.03
Dilution per share $ 0.0213
Capital contributions $ 60,000
Percentage of capital contributions by existing shareholders 5.51%
Percentage of capital contributions by new investors 94.49%
Number of shares after offering held by public investors 2,000,000
Percentage of ownership after offering 36.36%
PURCHASERS OF SHARES IN THIS OFFERING IF ONE-THIRD OF THE
SHARES ARE SOLD:
Price per share $ 0.03
Dilution per share $ 0.026
Capital contributions $ 30,000
Percentage of capital contributions by existing shareholders 8.96%
Percentage of capital contributions by new investors 91.04%
Number of shares after offering held by public investors 1,000,000
Percentage of ownership after offering 22.22%
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Our cash balance is $6,900 as of April 30, 2013. We believe our cash balance is
not sufficient to fund our limited levels of operations for any period of time.
We have been utilizing and may utilize funds from Iouri Baltchougov, our
Chairman and President, who has informally agreed to advance funds to allow us
to pay for offering costs, filing fees, and professional fees. Mr. Baltchougov,
however, has no formal commitment, arrangement or legal obligation to advance or
loan funds to the company. In order to implement our plan of operations for the
next twelve month period, we require a minimum of $30,000 of funding from this
offering. Being a development stage company, we have very limited operating
history. After twelve months period we may need additional financing. We do not
17
currently have any arrangements for additional financing. Our principal
executive offices are located at 83 Ducie Street, Manchester, M1 2JQ, United
Kingdom.
If we do not receive any proceeds from the offering the minimum amount of
$30,000 we require to operate for the next 12 months may be loaned to us by Mr.
Baltchougov, who has informally agreed to advance us funds, however, he has no
formal commitment, arrangement or legal obligation to advance or loan funds to
the company.
Our independent registered public accountant has issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because we have not generated revenues and no revenues are
anticipated until we complete our initial business development. There is no
assurance we will ever reach that stage.
To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
start our proposed operations but we cannot guarantee that once we start
operations we will stay in business after doing so. If we are unable to
successfully find customers we may quickly use up the proceeds from this
offering and will need to find alternative sources. At the present time, we have
not made any arrangements to raise additional cash, other than through this
offering.
If we need additional cash and cannot raise it, we will either have to suspend
operations until we do raise the cash, or cease operations entirely. Even if we
raise $90,000 from this offering, it will last one year, but we may need more
funds for business operations in the next year, and we will have to revert to
obtaining additional money.
Because we generated less than $1 billion in total annual gross revenues during
our most recently completed fiscal year, we qualify as an "emerging growth
company" under the Jumpstart Our Business Startups ("JOBS") Act.
We will lose our emerging growth company status on the earliest occurrence of
any of the following events:
1. on the last day of any fiscal year in which we earn at least $1
billion in total annual gross revenues, which amount is adjusted for
inflation every five years;
2. on the last day of the fiscal year of the issuer following the fifth
anniversary of the date of our first sale of common equity securities
pursuant to an effective registration statement;
3. on the date on which we have, during the previous 3-year period,
issued more than $1 billion in non-convertible debt; or
4. the date on which such issuer is deemed to be a `large accelerated
filer', as defined in section 240.12b-2 of title 17, Code of Federal
Regulations, or any successor thereto."
18
A "large accelerated filer" is an issuer that, at the end of its fiscal year,
meets the following conditions:
1. it has an aggregate worldwide market value of the voting and
non-voting common equity held by its non-affiliates of $700 million or
more as of the last business day of the issuer's most recently
completed second fiscal quarter;
2. It has been subject to the requirements of section 13(a) or 15(d) of
the Act for a period of at least twelve calendar months; and
3. It has filed at least one annual report pursuant to section 13(a) or
15(d) of the Act.
As an emerging growth company, exemptions from the following provisions are
available to us:
1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires
auditor attestation of internal controls;
2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which
require companies to hold shareholder advisory votes on executive
compensation and golden parachute compensation;
3. Section 14(i) of the Exchange Act (which has not yet been
implemented), which requires companies to disclose the relationship
between executive compensation actually paid and the financial
performance of the company;
4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been
implemented), which requires companies to disclose the ratio between
the annual total compensation of the CEO and the median of the annual
total compensation of all employees of the companies; and
5. The requirement to provide certain other executive compensation
disclosure under Item 402 of Regulation S-K. Instead, an emerging
growth company must only comply with the more limited provisions of
Item 402 applicable to smaller reporting companies, regardless of the
issuer's size.
Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose
to forgo such exemption and instead comply with the requirements that apply to
an issuer that is not an emerging growth company. We have elected to maintain
our status as an emerging growth company and take advantage of the JOBS Act
provisions.
12 MONTH PLAN OF OPERATION
Our sales and marketing strategy is to move as quickly as possible into the UK
market with our services and sign as many local clients as possible. The clients
that we think will be most suitable for our services are: movie theaters,
restaurants, expo shows, galleries, bars and pubs, sport games, spas and more.
Our system would be web based, allowing 24/7 access for our clients and offer
great automation capabilities, as some clients would manage their campaigns
themselves.
19
During the first stages of our growth, our director will provide all of the
labor required to execute our business plan at no charge.
Our sources of cash will be mainly the proceeds from this offering, and loans
from our director. We expect to start generating revenue by selling our services
by 8th month of our Plan of Operations, after we complete our management system.
But there is no guarantee that we will receive loans from your directors or
raise funds in this offering.
We will not be conducting any product research or development. We plan to
implement our business plan as soon as funds from this offering become
available. Our 12 month plan of operations is as follows:
IF $30,000 RAISED
SET UP OFFICE
TIME FRAME - 1ST - 2ND MONTH.
ESTIMATED COST: $1,000
Our president and director, Iouri Baltchougov will take care of our initial
administrative duties. Office will be established with basic office equipment,
computer (laptop/s) $500, office table and chairs $500.
Total: $1,000
DEVELOPING AND DESIGN OF THE WEBSITE/HOSTING
TIME FRAME - 3RD - 5TH MONTH
ESTIMATED COST: $800
Website - cost of web site developing $750. Twelve month hosting with
registration of our domain costs $50
Total cost: $800
SIGNING A CONTRACT WITH PROVIDERS.
TIME FRAME - 6TH - 12TH MONTH
COST: $200/ MONTH $1,200/ 6 MONTHS
COST: $ 1,200
20
PROMOTING OUR SERVICES
TIME FRAME- 6TH -12TH MONTH
We will engage in the following promotional activities:
Stand Media Frequency Total
----- ----- --------- -----
Print Mass media, newspapers 2 times per week, $9,000
advertising (1) $375 a week
Print Mass media, magazine 4 times per month, $6,000
advertising (1) $1,000 per month
Print Promotional Flyers $1,000 per month $2,000
$400 per month
Referrals Word of Mouth Constant Free
If we raise minimum amount of funds ($30,000) we will advertise in 1 newspaper
and 1 magazine and would send 1000 direct mail flyers per month.
Total cost: $17,000
Total cost of all operations: $20,000
To implement our plan of operations ($20,000) and pay ongoing legal fee
associated with this offering ($10,000) we require a minimum of $30,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on additional marketing and promotion efforts.
IF $60,000 RAISED
SET UP OFFICE
TIME FRAME - 1ST-2ND MONTH.
ESTIMATED COST: $3,000
Our president and director, Iouri Baltchougov will take care of our initial
administrative duties. Office will be established with basic office equipment,
computer (laptop/s) $2,000, office table and chairs $1,000.
Total: $3,000
DEVELOPING AND DESIGN OF THE WEBSITE/HOSTING
TIME FRAME - 3RD - 5TH MONTH
ESTIMATED COST: $4,000
Website - cost of web site developing $3800 (Java script, better design. Twelve
month hosting with registration of our domain costs $200
Total cost: $4,000
21
SIGNING A CONTRACT WITH PROVIDERS.
TIME FRAME - 6TH - 12TH MONTH
COST: $500/ MONTH, RECURRING FEE. $3,000/ 6 MONTHS
COST: $ 3,000
PROMOTING OUR SERVICES
TIME FRAME - 6TH - 12TH MONTH
WE WILL ENGAGE IN THE FOLLOWING PROMOTIONAL ACTIVITIES:
Stand Media Frequency Total
----- ----- --------- -----
Print Mass media, newspapers 2 times per week, $13,000
advertising $540 a week
Print Mass media, magazine 4 times per month, $ 7,500
advertising $1,250 per month
Print Promotional Flyers $3,000 per month, $ 7,500
$1,250 per month
Sales Staff Telephone On a contract $12,000
$2,000 a month
Referrals Word of Mouth Constant Free
If we raise minimum amount of funds ($50,000) we will advertise in 1 newspaper
and 1 magazine with bigger ad space, would send 3000 direct mail flyers per
month and hire a telecommunication, or sales professional on part time basis to
promote our business.
Total cost: $40,000
TOTAL COST OF ALL OPERATIONS: $50,000
To implement our plan of operations ($50,000) and pay ongoing legal fee
associated with this offering ($10,000) we require a minimum of $60,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on additional marketing and promotion efforts.
IF $90,000 RAISED
SET UP OFFICE
TIME FRAME - 1ST - 2ND MONTH.
ESTIMATED COST: $3,000
Our president and director, Iouri Baltchougov will take care of our initial
administrative duties. Office will be established with basic office equipment,
computer (laptop/s) $2,000, office table and chairs $1,000.
Total: $3,000
22
DEVELOPING AND DESIGN OF THE WEBSITE/HOSTING
TIME FRAME - 4TH - 6TH MONTH
ESTIMATED COST: $4,000
Website - cost of web site developing $3,800 (Java script, better design. Twelve
month hosting with registration of our domain costs $200
Total cost: $4,000
SIGNING A CONTRACT WITH PROVIDERS, WHOSE SERVICES WE WOULD RESELL.
TIME FRAME - 6TH - 12TH MONTH
COST: $500 A MONTH.
COST: $ 3,000
PROMOTING OUR SERVICES
TIME FRAME- 6TH -12TH MONTH
WE WILL ENGAGE IN THE FOLLOWING PROMOTIONAL ACTIVITIES:
Stand Media Frequency Total
----- ----- --------- -----
Print Mass media, newspapers 2 times per week, $13,000
$540 a week
Print Mass media, magazine 4 times per month, $ 9,000
advertising (1) $1,500 per month
Print Promotional Flyers $4,000 per month, $ 9,000
$1,500 per month
Events Trade shows 2 per year, $10,000
$5,000 per show
Sales Staff Telephone On a contract $24,000
$4,000 a month
Referrals Word of Mouth Constant Free
Cost: $65,000
HIRING PERSONAL
COST: $5,000
We intend to hire salesperson/s with experience only if we raise maximum amount
on money. The salesperson's job would be to find new potential customers, and to
execute agreements with them to buy our services. Estimated cost is
approximately $5,000.
23
If we will not raise maximum amount of money then, Iouri Baltchougov, our
president will be devoting approximately twenty hours per week to our
operations. Once we expand operations, and are able to attract more and more
customers to buy our services, Mr. Baltchougov has agreed to commit more time as
required. Because Iouri Baltchougov will only be devoting limited time to our
operations, our operations may be sporadic and occur at times which are
convenient to him. As a result, operations may be periodically interrupted or
suspended which could result in a lack of revenues and a cessation of
operations.
If we raise maximum amount of funds ($80,000) we will advertise in 1 newspaper
and 1 magazine with bigger ad space, would send 4,000 direct mail flyers per
month and hire a telecommunication, or sales professional on full time basis to
promote our business.
TOTAL COST OF ALL OPERATIONS: $80,000
To implement our plan of operations ($80,000) and pay ongoing legal fee
associated with this offering ($10,000) we require a minimum of $90,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on purchasing additional marketing and promotional efforts.
We plan to implement our business plan as soon as funds from this offering
become available. The following table sets forth our 12-month budgeted costs
assuming the sale of 33%, 66%, and 100%, respectively, of the securities offered
for sale by the Company. There is no assurance that we will raise the full
$90,000 as anticipated.
In summary, we expect to be in full operation and selling our service within 12
months of completing our offering. However, there is no guarantee that we will
be in full operation and generate any revenues and there is no guarantee that we
will be able to raise funds through this offering. Until customers start to
purchase our services, we do not believe that our operations will be profitable.
If we are unable to attract customers and cannot generate sufficient revenues to
continue operations, we will suspend or cease operations. If we cease operations
we likely will dissolve and file for bankruptcy and shareholders would lose
their entire investment in our company. If we are profitable our plan is to keep
expanding to other major cities in UK.
The cost of one day stock will be provided by the president as a loan at the
moment when we know the number of locations we have. There is no need to invest
in high volume of stock due to availability of such services in UK.
24
We are planning to start operations in the business of selling our mobile
advertising services in Manchester, UK. We plan to spread our operation
throughout UK major cities. We have not decided on the future size or cost of
our expansion at this time. We will be following our business plan from one city
to another. The expansion will be funded from our future revenues and additional
sale of our shares. The time frame of the expansion will depend solely on the
availability of funding from the revenue. The business steps are as follows:
a) Establish an office,
b) Build a website,
c) Sign a contract with providers, whose services we intend to resell,
d) Advertise.
During the first stages of our growth, our director will provide all of the
labor required to execute our business plan at no charge. Iouri Baltchougov, our
president will be devoting approximately 30% of his time to our operations. Once
we begin operations, and are able to attract more and more customers to buy our
services, Mr. Baltchougov has agreed to commit more time if required. Because
Iouri Baltchougov will only be devoting limited time to our operations, our
operations may be sporadic and occur at times which are convenient to him. As a
result, operations may be periodically interrupted or suspended which could
result in a lack of revenues and a cessation of operations.
We believe we can satisfy our cash requirements during the next 12 months. If
the need for cash arises before we complete our public offering, we may be able
to borrow funds from our directors although there is no such formal agreement in
writing. We do not expect to purchase or sell plant or significant equipment.
Further we do not expect significant changes in the number of employees. Upon
completion of our public offering, our specific goal is to profitably sell our
product.
ESTIMATED EXPENSES FOR THE NEXT TWELVE MONTH PERIOD
The following provides an overview of our estimated expenses to fund our plan of
operation over the next twelve months.
Legal and Professional fees $10,000
Establishing an office 1,000
Website development and testing 800
Marketing and advertising 17,000
Contracts with providers 1,200
-------
Total $30,000
=======
In summary, during 1st-6th month we should have established our office and
developed our website. After this point we should be ready to start more
25
significant operations and generate revenue. During months 6-12 we will be
developing our marketing campaign. There is no assurance that we will generate
any revenue in the first 12 months after completion our offering.
OFF-BALANCE HEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
RESULTS OF OPERATIONS
FROM INCEPTION ON MARCH 26, 2013 TO APRIL 30, 2013
During the period we incorporated the company, prepared a business plan and
executed Contract with "Twilio Inc" company that builds and provides services
such as: MOBILE-FRIENDLY WEBSITES, SMS TEXT MESSAGE MARKETING, QR (QUICK
RESPONSE) CODES AND MOBILE APPS. Our loss since inception is $7,400. We have not
meaningfully commenced our proposed business operations and will not do so until
we have completed this offering.
Since inception, we have sold 3,500,000 shares of common stock to our sole
officer and director for net proceeds of $3,500.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2013, the Company had $6,900 cash and our liabilities were
$10,800 and we owe $3,700 to our president Iouri Baltchougov. The available
capital reserves of the Company are not sufficient for the Company to remain
operational.
Since inception, we have sold 3,500,000 shares of common stocks to our sole
officer and director, at a price of $0.001 per share, for aggregate proceeds of
$3,500.
26
We are attempting to raise funds to proceed with our plan of operation. We will
have to utilize funds from Iouri Baltchougov, our officer and director, who has
verbally agreed to loan the company funds to complete the registration process.
However, Mr. Baltchougov has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company. Our current cash on hand
will be used to pay the fees and expenses of this offering. To proceed with our
operations within 12 months, we need a minimum of $30,000.We cannot guarantee
that we will be able to sell all the shares required to satisfy our 12 months
financial requirement. If we are successful, any money raised will be applied to
the items set forth in the Use of Proceeds section of this prospectus. We will
attempt to raise at least the minimum funds necessary to proceed with our plan
of operation.
Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. The amount of the offering will likely allow us
to operate for at least one year and have the capital resources required to
cover the material costs with becoming a publicly reporting. The company
anticipates over the next 12 months the cost of being a reporting public company
will be approximately $10,000.
We are highly dependent upon the success of the private offerings of equity or
debt securities, as described herein. Therefore, the failure thereof would
result in the need to seek capital from other resources such as taking loans,
which would likely not even be possible for the Company. However, if such
financing were available, because we are a development stage company with no
operations to date, we would likely have to pay additional costs associated with
high risk loans and be subject to an above market interest rate. At such time
these funds are required, management would evaluate the terms of such debt
financing. If the Company cannot raise additional proceeds, the Company would be
required to cease business operations. As a result, investors would lose all of
their investment.
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenues and expenses using the accrual method of accounting
for financial and tax reporting purposes.
USE OF ESTIMATES
Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.
27
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.
INCOME TAXES
We account for income taxes as required by the Income Tax Topic of the FASB ASC,
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Accounting Standards Codification Topic 820, "Disclosures About Fair Value of
Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash.
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.
DESCRIPTION OF BUSINESS
GENERAL
The way we interact and share information is changing rapidly, with mobile
technology leading the way. So, the way we market must also change rapidly with
more tools for reaching a mobile audience. It's no secret traditional
advertising has been undergoing a shift from offline and mobile advertising is
quickly becoming one of the most effective way to reach target audiences anytime
and anywhere.
The rise of mobile marketing means savvy marketers need to be more effective
than ever at integrating their marketing tools. Research put out by U.K.
telecoms regulator OFCOM (http://stakeholders.ofcom.org.uk/market-data-research/
market-data/communications-market-reports/cmr12/uk/) suggests the U.K. leads
international markets for mobile device adoption and usage, with mobile social
networking a key driver of device sales and use. The U.K. has one of the highest
penetrations of smartphones of all the researched markets, according to
ofcom.org.uk -- with 58 percent of the population owning a smartphone in 2012,
but SMS can reach both smart and standard mobile phones. The average UK consumer
28
now sends 50 texts per week - which has more doubled in four years - with over
150 billion text messages sent in 2011. This makes it one of the most effective
mobile marketing tools available today. Additionally, SMS marketing allows
companies to reach all consumers at a very low cost.
PRODUCT
Mobile marketing encompasses many different types of marketing techniques and
strategies that help businesses increase profits and ROI (Return on Investment).
The most popular forms of mobile marketing today are: mobile-friendly websites,
SMS Text Message Marketing, QR (Quick Response) Codes and Mobile apps.
Mobile-friendly websites: A mobile optimized website is a website that is
designed specifically for smartphones, not a desktop computer. This is important
because the small screen is much different than a 17" screen. Mobile screen real
estate is smaller and must be used much more strategically.
A mobile optimized website doesn't require that someone scroll left/right. It
doesn't require that someone pinch and zoom to read text, either. On a mobile
site, the navigation is built for efficiency, the images are optimized for quick
loading and the content is minimized to be most effective. Additional,
mobile-only functionality includes tap-to-call, tap-to-email and tap for Google
Maps functionality.
* SMS text message marketing: Sending marketing offer through cell
phones SMS (Short Message Service) that enable targeted marketing in
the last minute. The MobileLads system relies on SMS technology and no
real application is needed in the mobile device. Only basic SMS
support is required which is present in somewhat every mobile phone.
From the users point of view the advertisement procedure starts when
the user receives a MobileLads SMS ad with the advertised product,
information and product identification code. The user then simply
presents the product identification code at the register at the point
of sale to receive mentioned discount or special offer.
* QR (Quick Response) codes: A QR code (quick response code) is a type
of 2D bar code that is used to provide easy access to information
through a smartphone application that designed to read that bar codes,
which works in conjunction with the phone's camera. The reader
interprets the code, which typically contains a call to action such as
an invitation to download a mobile application, a link to view a video
or an SMS message inviting the viewer to respond to a poll. The
phone's owner can choose to act upon the call to action or click
cancel and ignore the invitation.
29
TARGET MARKET
One of the biggest strengths of MobileLads products are that they will be
utilized by any gender, age, nationality or education level. Our products can be
used in different sorts of businesses: advertising, retail, entertainment and
due to their low cost can be enjoyed by anyone who wants their business to grow.
MobileLads will focus on larger businesses with big capacity such as movie
theatres, spa hotels, amusement parks, concerts, sports events and medium size
businesses like restaurants, medical offices, and service companies, like
cleaners, roofers, plumbers, etc.
INDUSTRY ANALYSIS
* Smartphone penetration in UK is currently at 51% of the population
(report, http://ssl.gstatic.com/think/docs/our-mobile-planet-united-
kingdom_research-studies.pdf, May 2012) and these smartphone owners
are becoming increasingly reliant on their devices. 59% access the
Internet every day on their smartphone and most never leave home
without it.
Implication: Businesses that make mobile a central part of their strategy will
benefit from the opportunity to engage the new constantly connected consumer.
* Mobile search, video, app usage, and social networking are prolific.
Smartphone users are multi-tasking their media with 80% using their
phone while doing other things such as watching TV (55%). (Our Mobile
Planet UK report, http://ssl.gstatic.com/think/docs/our-mobile-planet-
united-kingdom_research-studies.pdf, May 2012)
Implication: Extending advertising strategies to include mobile and developing
integrated cross-media campaigns can more effectively reach today's consumers.
* Appearing on smartphones is critical for local businesses. 85% of
smartphone users look for local information on their phone and 81%
take action as a result, such as making a purchase or contacting the
business. (Our Mobile Planet UK report, http://ssl.gstatic.com/think/
docs/our-mobile-planet-united-kingdom_research-studies.pdf, May 2012)
Implication: Ensuring that clickable phone numbers appear in local results and
leveraging location based services on mobile make it easy for consumers to
connect directly with businesses.
* Smartphones have changed the way consumers shop. Smartphones are
critical shopping tools with 95% having researched a product or
service on their device. Smartphone research influences buyer
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decisions and purchases across channels. 31% of smartphone users have
made a purchase on their phone. (Our Mobile Planet UK report,
http://ssl.gstatic.com/think/docs/our-mobile-planet-united-kingdom_
research-studies.pdf, May 2012)
Implication: Having a mobile optimized site is critical and a cross-channel
strategy is needed to engage consumers across the multiple paths to purchase.
* Smartphones help advertisers connect with consumers. Mobile ads are
noticed by 84% of smartphone users. Smartphones are also a critical
component of traditional advertising as 56% have performed a search on
their smartphone after seeing an offline ad
Implication: Making mobile ads a part of an integrated marketing strategy can
drive greater consumer engagement. Study by Prosper Mobile Insights
(http://www.prospermobile.com/mobileuser-august11.pdf) on smartphone usage, they
found:
* 27.6% text more often than call;
* 44% say smartphones make communications more impersonal;
* 46.8% use smartphones to receive text messages with offers;
* 42.2% use their smartphones as a coupon;
* 31% want to receive text message coupons on their smartphones;
* 67% find location based coupons on smartphones useful.
SERVICES AND TECHNICAL IMPLEMENTATION
The MobileLads solution is built upon the effective use of standard technologies
such as SMS and a website accessed through the fixed Internet. By using widely
spread standards and not the latest technology the broadest market (i.e. end
users who are willing to receive discounted offers) can be reached efficiently,
as SMS could be delivered even to users equipped with somewhat older mobile
devices, even for low-income segments (i.e. students and youth).
SYSTEM AND SERVICE PROPOSITION OF MOBILELADS CONSISTS OF THE FOLLOWING TWO
SUBSYSTEMS
1. Registration points at Vendor's website or point of sale.
On the registration point, the end-user will register in order to receive
discounted offers, whereas on the MobileLads advertising system website
partnering companies can manage advertising campaigns. MobileLads will serve as
an intermediate and facilitator between the end-users (e.g. students who wish to
go to the movies cheaply) and the partnering company (e.g. a movie theatre).
31
Consequently, the whole process involves three parties: the end-user, MobileLads
and the partnering company. The whole interaction process starts when an
end-user is driven to the MobileLads website in order to register to the
service. End-users are attracted to the registration points by advertisements
and links on the partnering companies' own corporate websites or general
MobileLads marketing campaigns.
2. MobileLads web based advertising management system.
This system is used at the actual point of sales of the partnering company for
example at the ticket office of a cinema. The system enables the manager to make
fast discounting decisions conveniently when needed. The partnering companies
will have administrative access to a tailored interface on the MobileLads
website.
SERVICE IMPLEMENTATION
1) SMS Marketing Campaign for a cinema. The manager of a movie theatre notices
after lunch that a Tuesday afternoon is especially quiet with hundreds of
empty seats in every movie show. The manager takes immediate actions and
connects to the MobileLads advertising system. There he can easily generate
SMS advertisements and send them to previously registered end-users. The
manager inputs the name of the movie and the start time of the show. He
also enters the amount of SMS messages to be sent. The amount of receivers
entered determines the price of the MobileLads service. Noteworthy is that
people generally go to the movies in pairs or bigger groups. This means
that a SMS sent to one person might create two or more new visitors to the
movie theatre. Compared to a more traditional way of handling excess
capacity (lowering ticket prices during the weekdays) MobileLads is more
efficient because it takes advantage of the impulsive shopping nature of
customers and allows last-minute discounting. A message can also be used
during weekends to attract customers to a movie that has been shown for a
longer period. People even might go and see a movie for a second time if
the price is right. The manager also enters the maximum amount of tickets
to be sold. If there are for example 345 empty seats for a show, the
manager decides to reserve 50 seats to the MobileLads system.
2) SMS Marketing Campaign for a Medical, Dental, or any office that serves
customers on appointment based model. Appointment cancellation is a common
problem for such organization. Receptionist has to call each client on the
list that expressed a willingness to come on a short notice. It is very
time consuming process, that often unsuccessful, as receptionist either
doesn't have enough time to make 10 calls, or not many clients answered
their phone due to driving or other activities. Where SMS marketing
platform allows contacting those same customers via SMS, which takes only
minutes to implement, and have much greater respond rate. Filling those
spots would allow business to prevent losses and bring profitability up.
32
3) SMS Marketing Campaign for a bar, pub or a restaurant. It is known, that
such businesses have slow time during weekdays, or certain time of the day.
SMS Marketing Campaign allows creating special offers and getting them
delivered to potential customers in minutes that would bring customers into
the door and allow business to sell them its services on demand. And again,
people generally go out in pairs or bigger groups. This means that a SMS
sent to one person might create two or more new visitors to the bar, pub or
a restaurant. Compared to a more traditional way of advertising, MobileLads
is more efficient because it takes advantage of the impulsive shopping
nature of customers and allows last-minute discounting.
The web based advertising system must be tailor-made for each company
participating. For instance, a spa hotel wanting to advertise during slow
seasons does not need to enter information about maximum amount of tickets sold
as in the movie theatre scenario. The messages will function as ordinary
advertisements for companies similar to the mentioned spa hotel with no real
limited number of sold tickets. In these cases, the validation code is sent
directly with the original SMS message and no confirmation from the customer's
side is needed. At the spa hotel or similar the customer only needs to show the
received message in order to get the discounted price. The customers are allowed
to share and forward the SMS to their friends, generating a snowball effect.
REVENUE
MobileLads believes that it will generate revenue when making business
partnerships with companies wishing to take advantage of the innovative mobile
marketing platform provided by MobileLads. The first source of income occurs
when a company signs with MobileLads. The initial fee is around $295.00
depending on the size of the signing business. This fee is to cover the
development expenses facing MobileLads when making the tailored web
advertisement system to the partnering company. The second fee is associated
with the amount of SMS to be sent in each product marketing campaign, or for
each individual marketing campaign. Each sent SMS will cost the partnering
company $0.10. Our cost of each message is $0.01 (http://www.twilio.com/sms/
pricing) For example in the cinema example when the manager decides to send 300
SMS messages the associated costs will be $30.00, and only $3.00 to us, giving
us 90% of revenue, without taking into consideration monthly recurring fee for
marketing campaign management and access to our web based management system,
which would be set at $295.00 - $795.00, depending on monthly volume. MobileLads
will be able to create additional revenue by creating Mobile friendly Web Sites
and implementing QR Codes into marketing campaign. Those additional services
provide even better revenue producing opportunity for us, as each mobile
friendly website would be offered to our clients for $395.00 - $595.00,
depending of the futures and functions of those websites, and packages,
including QR Codes creation or not. Those websites cost us only $10.00 to
create, and QR Code creation option is free for us.
33
USER GROUPS AND POTENTIAL MARKETS
As stated before, mobile marketing is attractive especially for companies
offering products and services to mass markets. The demand for such products can
fluctuate depending on current season, day of week, weather and other
incontrollable variables. This suggests that these companies would be in a need
for an effective way of distributing marketing campaigns in the last minute for
example one or two hours before an event starts. Launching campaigns in
traditional marketing media such as television, radio and newspaper require
serious planning weeks or even months in advance. This makes them obsolete for
marketing in the last minute.
The primary target groups for the MobileLads product is movie theatres,
amusement parks, restaurants, bars and nightclubs and spa hotels. These are
typically facing strong economies of scale (modest variable costs and high fixed
costs) meaning that an extra customer does not significantly increase their
expenses but can create significant added revenue. A visitor to a movie theatre
or a spa is also likely to use other services offered there (buy popcorn, soft
drinks, candy or visit the spa restaurant after the stay). These additional
services have traditionally high margins. According to statistics found on
easycinemas.com, (http://business.inquirer.net/money/topstories/view/20090715-
215590/sm-set-to-launch-more-imax-theaters) the average seat occupancy rate in
movie theatres in 2009 was between 14 and 16 percent. This suggests that the
demand for means for selling excess capacity is real.
This mobile marketing concept can easily be adapted to businesses globally
wherever the mobile penetration rate is high and the mobile device usage has
reached even the low-income segments (i.e. students and youth). Furthermore, the
target groups described can be found in just about any industrialized country.
Given the mentioned characteristics MobileLads is planning to start the service
in UK. After a successful launch in UK the model can be expanded within Europe.
COMPETITION
There are few barriers of entry in the mobile advertising business and level of
competition is extremely high. There are many domestic companies offering the
same services. We will be in direct competition with them. Many large companies
have greater financial capabilities than us and will be able to provide more
favorable services to the potential customers. Many of these companies may have
a greater, more established customer base than us.
INSURANCE
We do not need any insurance as we do not offer or sell any physical products.
34
OFFICES
Our business office is located at 83 Ducie Street, Manchester, M1 2JQ, UK. This
is the office provided by our President and Director, Iouri Baltchougov. Our
phone number is + 1 786 404 1183. We do not pay any rent to Mr. Baltchougov and
there is no agreement to pay any rent in the future. Upon the completion of our
offering, we intend to establish an office elsewhere. As of the date of this
prospectus, we have not sought or selected a new office sight.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The names, ages and titles of our executive officers and directors are as
follows:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Iouri Baltchougov 40 President, Treasurer, Secretary
83 Ducie Street, Manchester, M1 2JQ, and Director (Principal Executive,
United Kingdom Financial and Accounting Officer)
IOURI BALTCHOUGOV, age 40, has acted as our President, Treasurer and sole
Director since our incorporation on March 26, 2013. Mr. Baltchougov has been an
independent marketing consultant since 2004. He graduated from Confederation
College in 1993, with a focus in IT. Mr. Baltchougov's experience as a marketing
consultant and desire to operate the Company have led to our conclusion that Mr.
Baltchougov should be serving as a member of our board of directors in light of
our business and structure.
During the past ten years, Mr. Baltchougov has not been the subject to any of
the following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Baltchougov was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mr. Baltchougov's
involvement in any type of business, securities or banking activities.
35
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
TERM OF OFFICE
Each of our directors is appointed to hold office until the next annual meeting
of our stockholders or until his respective successor is elected and qualified,
or until he resigns or is removed in accordance with the provisions of the
Nevada Revised Statues. Our officers are appointed by our Board of Directors and
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of one member, Iouri Baltchougov,
who does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market. The NASDAQ independence
definition includes a series of objective tests, such as that the director is
not, and has not been for at least three years, one of our employees and that
neither the director, nor any of his family members has engaged in various types
of business dealings with us. In addition, our board of directors has not made a
subjective determination as to each director that no relationships exist which,
in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by the directors and us with regard to each
director's business and personal activities and relationships as they may relate
to us and our management.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our sole officer from inception on March 26,
2013 until April 30, 2013:
SUMMARY COMPENSATION TABLE
Name and Non-Equity Nonqualified
Principal Stock Option Incentive Plan Deferred All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Compensation($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- --------------- --------------- --------
Iouri From -0- -0- -0- -0- -0- -0- -0- -0-
Baltchougov, March 26,
President, 2013
Treasurer April 30,
and 2013
Secretary
36
There are no current employment agreements between the company and its officers.
Mr. Baltchougov currently devotes approximately twelve hours per week to manage
the affairs of the Company. He has agreed to work with no remuneration until
such time as the company receives sufficient revenues necessary to provide
management salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of April 30, 2013:
Fees Nonqualified
Earned Non-Equity Deferred
Paid in Stock Option Incentive Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Iouri -0- -0- -0- -0- -0- -0- -0-
Baltchougov
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Iouri Baltchougov will not be paid for any underwriting services that he
performs on our behalf with respect to this offering.
On April 22, 2013, we issued a total of 3,500,000 shares of restricted common
stock to Iouri Baltchougov, our sole officer and director in consideration of
$3,500. Further, Mr. Baltchougov has advanced funds to us. As of April 23, 2013,
Mr. Baltchougov advanced us $3,700. Mr. Baltchougov will not be repaid from the
proceeds of this offering. There is no due date for the repayment of the funds
advanced by Mr. Baltchougov. Mr. Baltchougov will be repaid from revenues of
operations if and when we generate revenues to pay the obligation. There is no
assurance that we will ever generate revenues from our operations. The
obligation to Mr. Baltchougov does not bear interest. There is no written
37
agreement evidencing the advancement of funds by Mr. Baltchougov or the
repayment of the funds to Mr. Baltchougov. The entire transaction was oral. Mr.
Baltchougov is providing us office space free of charge and we have a verbal
agreement with Mr. Baltchougov that, if necessary, he will loan the company
funds to complete the registration process.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of April 30, 2013 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Iouri Baltchougov 3,500,000 shares of 100%
83 Ducie Street, common stock (direct)
Manchester, M1 2JQ, UK
All officers and 3,500,000 shares of 100%
directors (1 person) common stock
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise has or shares: (i) voting power, which includes the power to vote, or
to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such person (and
only such person) by reason of these acquisition rights. As of April 22, 2013,
there were 3,500,000 shares of our common stock issued and outstanding.
PLAN OF DISTRIBUTION
Mobile Lads Corp. has 3,500,000 shares of common stock issued and outstanding as
of the date of this prospectus. The Company is registering an additional of
3,000,000 shares of its common stock for sale at the price of $0.03 per share.
There is no arrangement to address the possible effect of the offering on the
price of the stock.
In connection with the Company's selling efforts in the offering, Iouri
Baltchougov will not register as a broker-dealer pursuant to Section 15 of the
Exchange Act, but rather will rely upon the "safe harbor" provisions of SEC Rule
3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Generally speaking, Rule 3a4-1 provides an exemption from the
broker-dealer registration requirements of the Exchange Act for persons
38
associated with an issuer that participate in an offering of the issuer's
securities. Mr. Baltchougov is not subject to any statutory disqualification, as
that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Baltchougov
will not be compensated in connection with his participation in the offering by
the payment of commissions or other remuneration based either directly or
indirectly on transactions in our securities. Mr. Baltchougov is not, nor has he
been within the past 12 months, a broker or dealer, and he is not, nor has he
been within the past 12 months, an associated person of a broker or dealer. At
the end of the offering, Mr. Baltchougov will continue to primarily perform
substantial duties for the Company or on its behalf otherwise than in connection
with transactions in securities. Mr. Baltchougov will not participate in selling
an offering of securities for any issuer more than once every 12 months other
than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).
Mobile Lads Corp. will receive all proceeds from the sale of the 3,000,000
shares being offered. The price per share is fixed at $0.03 for the duration of
this offering. Although our common stock is not listed on a public exchange or
quoted over-the-counter, we intend to seek to have our shares of common stock
quoted on the Over-the Counter Bulletin Board. In order to be quoted on the OTC
Bulletin Board, a market maker must file an application on our behalf in order
to make a market for our common stock. There can be no assurance that a market
maker will agree to file the necessary documents with FINRA, nor can there be
any assurance that such an application for quotation will be approved. However,
sales by the Company must be made at the fixed price of $0.03 until a market
develops for the stock.
The Company's shares may be sold to purchasers from time to time directly by and
subject to the discretion of the Company. Further, the Company will not offer
its shares for sale through underwriters, dealers, agents or anyone who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Company and/or the purchasers of the shares for whom they
may act as agents. The shares of common stock sold by the Company may be
occasionally sold in one or more transactions; all shares sold under this
prospectus will be sold at a fixed price of $0.03 per share.
In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Mobile Lads Corp. has complied.
In addition and without limiting the foregoing, the Company 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.
Mobile Lads Corp. will pay all expenses incidental to the registration of the
shares (including registration pursuant to the securities laws of certain
states) which we expect to be $8,000.
39
PROCEDURES FOR SUBSCRIBING
If you decide to subscribe for any shares in this offering, you must
- execute and deliver a subscription agreement; and
- deliver a check or certified funds to us for acceptance or rejection.
All checks for subscriptions must be made payable to "Mobile Lads Corp." The
Company will deliver stock certificates attributable to shares of common stock
purchased directly to the purchasers.
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected with letter by mail
within 48 hours after we receive them.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. As of April 22, 2013, there were 3,500,000 shares of our
common stock issued and outstanding those were held by two registered
stockholder of record and no shares of preferred stock issued and outstanding.
Our Sole officer and Director, Iouri Baltchougov owns 3,500,000 shares of common
stock.
COMMON STOCK
The following is a summary of the material rights and restrictions associated
with our common stock. The holders of our common stock currently have (i) equal
ratable rights to dividends from funds legally available therefore, when, as and
if declared by the Board of Directors of the Company; (ii) are entitled to share
ratably in all of the assets of the Company available for distribution to
holders of common stock upon liquidation, dissolution or winding up of the
affairs of the Company (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stock holders may vote. Please refer to the Company's
Articles of Incorporation, Bylaws and the applicable statutes of the State of
Nevada for a more complete description of the rights and liabilities of holders
of the Company's securities.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
40
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
ANTI-TAKEOVER LAW
Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the affect of delaying or preventing a change in our control.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
INDEMNIFICATION
Articles XII of our Bylaws provides the following indemnification for our
directors, officers, employees and agents: a) The Directors shall cause the
Corporation to indemnify a Director or former Director of the Corporation and
the Directors may cause the Corporation to indemnify a director or former
director of a corporation of which the Corporation is or was a shareholder and
the heirs and personal representatives of any such person against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, actually and reasonably incurred by her or them including an amount
paid to settle an action or satisfy a judgment inactive criminal or
administrative action or proceeding to which he is or they are made a party by
reason of his or her being or having been a Director of the Corporation or a
director of such corporation, including an action brought by the Corporation or
corporation. Each Director of the Corporation on being elected or appointed is
deemed to have contracted with the Corporation on the terms of the foregoing
indemnity.
41
b) The Directors may cause the Corporation to indemnify an officer, employee or
agent of the Corporation or of a corporation of which the Corporation is or was
a shareholder (notwithstanding that he is also a Director), and his or her heirs
and personal representatives against all costs, charges and expenses incurred by
her or them and resulting from his or her acting as an officer, employee or
agent of the Corporation or corporation. In addition the Corporation shall
indemnify the Secretary or an Assistance Secretary of the Corporation (if he is
not a full time employee of the Corporation and notwithstanding that he is also
a Director), and his or her respective heirs and legal representatives against
all costs, charges and expenses incurred by her or them and arising out of the
functions assigned to the Secretary by the Corporation Act or these Articles and
each such Secretary and Assistant Secretary, on being appointed is deemed to
have contracted with the Corporation on the terms of the foregoing indemnity.
c) The Directors may cause the Corporation to purchase and maintain insurance
for the benefit of a person who is or was serving as a Director, officer,
employee or agent of the Corporation or as a director, officer, employee or
agent of a corporation of which the Corporation is or was a shareholder and his
or her heirs or personal representatives against a liability incurred by her as
a Director, officer, employee or agent.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to provisions of the State of Nevada, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this Prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest exceeding $90,000, directly or indirectly, in the Company or any of its
parents or subsidiaries. Nor was any such person connected with Mobile Lads
Corp. or any of its parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.
EXPERTS
Law Offices of Thomas E. Puzzo, PLLC, has rendered an opinion with respect to
the validity of the shares of common stock covered by this prospectus.
Thomas J Harris CPA, our independent registered public accounting firm, has
audited our financial statements included in this prospectus and registration
statement to the extent and for the periods set forth in their audit report.
Thomas J Harris CPA has presented its report with respect to our audited
financial statements.
42
AVAILABLE INFORMATION
We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
You may read and copy any reports, statements or other information we file at
the SEC's public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. Our SEC filings are available to the public through the
SEC Internet site at www.sec.gov.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our independent registered
public accountant.
FINANCIAL STATEMENTS
Our fiscal year end is Apr 30. We will provide audited financial statements to
our stockholders on an annual basis; the statements will be prepared by us and
audited by Thomas J Harris CPA
Our financial statements from inception to April 30, 2013, immediately follow:
43
MOBILE LADS CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
APRIL 30, 2013
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet as of April 30, 2013 F-2
Statement of Operations for the period from March 26, 2013
(Date of Inception) to April 30, 2013 F-3
Statement of Stockholders' Equity as of April 30, 2013 F-4
Statement of Cash Flows for the period from March 26, 2013
(Date of Inception) to April 30, 2013 F-5
Notes to the Financial Statements F-6
44
THOMAS J. HARRIS
CERTIFIED PUBLIC ACCOUNTANT
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
INDEPENDENT AUDITOR' REPORT ON FINANCIAL STATEMENTS
To the Board of Directors
Mobile Lads Corp.
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Mobile Lads Corp. which
comprise the balance sheet as of April 30, 2013, and the related statements of
income, stockholders' equity and cash flows for the year then ended, and the
related notes to the financial statements.
MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
Management is responsible for the preparation and fair presentation of these
financial statements in accordance with accounting principles generally accepted
in the United States of America; this includes the design, implementation, and
maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement,
whether due to fraud or error.
AUDITOR'S RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audit in accordance with auditing standards
generally accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement. An audit involves
performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditor's
judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the financial statements in order to design
audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity's internal
control. Accordingly, we express no such opinion. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of significant accounting estimates made by the management, as
well as evaluating the overall presentation of the financial statements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
OPINION
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mobile Lads Corp. as of April
30, 2013, and the results of their operations and their cash flows for the year
then ended in accordance with accounting principles generally accepted in the
United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #7 to the financial
statements, the company has had significant operating losses; a working capital
deficiency and its need for new capital raise substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters is also described in Note #7. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Thomas J. Harris
------------------------------
Seattle, Washington
May 21, 2013
F-1
MOBILE LADS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF APRIL 30, 2013
April 30, 2013
--------------
ASSETS
Current Assets
Cash and cash equivalents $ 6,900
--------
Total Current Assets 6,900
--------
Total Assets $ 6,900
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Loan from director $ 3,800
Accrued Expenses 7,000
--------
Total Liabilities 10,800
--------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
3,500,000 shares issued and outstanding 3,500
Additional paid in capital --
Deficit accumulated during the development stage (7,400)
--------
Total Stockholders' Equity (3,900)
--------
Total Liabilities and Stockholders' Equity $ 6,900
========
See accompanying notes to financial statements.
F-2
MOBILE LADS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MARCH 26, 2013 (INCEPTION) TO APRIL 30, 2013
For the period from
March 26, 2013
(Inception) to
April 30, 2013
--------------
REVENUES $ 0
-----------
OPERATING EXPENSES
Business Licenses and Permits 400
Professional fees 7,000
-----------
TOTAL OPERATING EXPENSES 7,400
-----------
NET LOSS FROM OPERATIONS (7,400)
PROVISION FOR INCOME TAXES 0
-----------
NET LOSS $ (7,400)
===========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 3,500,000
===========
See accompanying notes to financial statements.
F-3
MOBILE LADS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MARCH 26, 2013 (INCEPTION) TO APRIL 30, 2013
Deficit
Accumulated
Common Stock Additional during the Total
-------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, March 26, 2013 -- $ -- $ - $ -- $ --
Shares issued for cash at
$0.001 per share 3,500,000 3,500 -- -- 3,500
Net loss for the year ended
April 30, 2013 -- -- -- (7,400) (7,400)
--------- --------- -------- --------- ---------
Balance, April 30, 2013 3,500,000 $ 3,500 $ -- $ (7,400) $ (3,900)
========= ========= ======== ========= =========
See accompanying notes to financial statements.
F-4
MOBILE LADS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 26, 2013 (INCEPTION) TO APRIL 30, 2013
For the period
from March 26
(Inception) to
April 30, 2013
--------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(7,400)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Accrued Expenses 7,000
Changes in assets and liabilities:
-------
CASH FLOWS USED IN OPERATING ACTIVITIES (400)
-------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 3,500
Loans from director 3,800
-------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 7,300
-------
NET INCREASE IN CASH 6,900
Cash, beginning of period 0
-------
CASH, END OF PERIOD $ 6,900
=======
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
=======
Income taxes paid $ 0
=======
See accompanying notes to financial statements.
F-5
MOBILE LADS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2013
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Mobile Lads Corp. (the "Company" or "Mobile Lads") was incorporated under the
laws of the State of Nevada on March 26, 2013. We are a development stage
company and our business is distribution of redemption machines.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of April 30,
2013. The Company currently has limited working capital, and has not completed
its efforts to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted an April 30 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $6,900 of cash
as of April 30, 2013.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
F-6
MOBILE LADS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2013
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
NOTE 4 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of April 30, 2013.
Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
Mobile Lads Corp. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 5 - LOAN FROM DIRECTOR
Director loaned $3,800 to the Company for business operations. The loans are
unsecured, non-interest bearing and due on demand.
The balance due to the director was $3,800 as of April 30, 2013.
NOTE 6 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On April 19, 2013, the Company issued 3,500,000 shares of common stock to a
director for cash proceeds of $3,500 at $0.001 per share.
There were 3,500,000 shares of common stock issued and outstanding as of April
30, 2013.
F-7
MOBILE LADS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2013
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 8 - INCOME TAXES
As of April 30, 2013, the Company had net operating loss carry forwards of
approximately $7,400 that may be available to reduce future years' taxable
income in varying amounts through 2031. Future tax benefits which may arise as a
result of these losses have not been recognized in these financial statements,
as their realization is determined not likely to occur and accordingly, the
Company has recorded a valuation allowance for the deferred tax asset relating
to these tax loss carry-forwards.
The provision for Federal income tax consists of the following:
April 30, 2013
--------------
Federal income tax benefit attributable to:
Current Operations $ 2,516
Less: valuation allowance (2,516)
-------
Net provision for Federal income taxes $ 0
=======
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
April 30, 2013
--------------
Deferred tax asset attributable to:
Net operating loss carryover $ 2,516
Less: valuation allowance (2,516)
-------
$ 0
Net deferred tax asset =======
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $7,400 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 9 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to April 30, 2013 to the date these financial statements were issued,
and has determined that it does not have any material subsequent events to
disclose in these financial statements.
F-8
PROSPECTUS
3,000,000 SHARES OF COMMON STOCK
MOBILE LADS CORP.
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL _____________ ___, 2013, 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.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as
follows:
SEC Registration Fee $ 12.28
Auditor Fees and Expenses $3,500.00
Legal Fees and Expenses $2,500.00
EDGAR fees $ 500.00
Transfer Agent Fees $1,500.00
---------
TOTAL $8,012.28
=========
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Mobile Lads Corp.'s Bylaws allow for the indemnification of the officer and/or
director in regards each such person carrying out the duties of his or her
office. The Board of Directors will make determination regarding the
indemnification of the director, officer or employee as is proper under the
circumstances if he has met the applicable standard of conduct set forth under
the Nevada Revised Statutes.
As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for a director, officer and/or person controlling Mobile Lads Corp.,
we have been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy and unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. On April 22, 2013, Mobile Lads Corp.
offered and sold 3,500,000 share of common stock to our sole officer and
director, Iouri Baltchougov, for a purchase price of $0.001 per share, for
aggregate offering proceeds of $3,500. Mobile Lads Corp. made the offer and
sales in reliance on the exemption from registration afforded by Section 4(2) to
the Securities Act of 1933, as amended (the "Securities Act"), on the basis that
the securities were offered and sold in a non-public offering to a
"sophisticated investor" who had access to registration-type information about
the Company. No commission was paid in connection with the sale of any
securities and no general solicitations were made to any person.
II-1
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion re: Legality and Consent of Counsel
10.1 Loan Agreement
23.1 Consent of Thomas J Harris CPA
23.2 Consent of Law Offices of Thomas E. Puzzo, PLLC (contained in
Exhibit 5.1)
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales of securities
are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) 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 Commission pursuant to Rule 424(b)
(ss.230.424(b) of this chapter) 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.
(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 any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
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(i) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date
of first use.
(5) 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 undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned 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 undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or our securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have 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 us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Manchester, UK,
July 1, 2013.
MOBILE LADS CORP.
By: /s/ Iouri Baltchougov
----------------------------------------
Name: Iouri Baltchougov
Title: President, Treasurer and Secretary
(Principal Executive, Financial and
Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Iouri Baltchougov President, Treasurer, Secretary and July 1, 2013
------------------------------ Director
Iouri Baltchougov (Principal Executive, Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion re: Legality and Consent of Counsel
10.1 Loan Agreement
23.1 Consent of Thomas J Harris CPA
23.2 Consent of Law Offices of Thomas E. Puzzo, PLLC (contained in
Exhibit 5.1
