Attached files
As filed with the Securities and Exchange Commission on August 5, 2014
Regisration No. 333-196663
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
Amendment #1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Baixo Relocation Services, Inc.
(Exact name of registrant as specified in its charter)
Nevada 8748 Pending
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
H. 190/5 Central Horte, Aquem, Baixo, Goa, India 403601
Telephone: 011-91-772-088-4167
Email address: baixorelocation@gmail.com
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Incorp Services, Inc.
2360 Corporate Circle, Suite 400
Henderson, NV 89074-7739
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate Date of Commencement of Proposed Sale to Public: As soon as
practicable after the effective date of this registration statement
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
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 to be Offering Price Aggregate Offering Registration
Registered Registered per Share (1) Price Fee (2)
--------------------------------------------------------------------------------------------------------
Common Stock 3,000,000 $0.015 $45,000 $5.80
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(1) There is no current market for the securities and the price at which the
shares are being offered has been arbitrarily determined by us and used for
the purpose of computing the amount of the registration fee in accordance
with Rule 457 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under 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.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED AUGUST 5, 2014
PRELIMINARY PROSPECTUS
BAIXO RELOCATION SERVICES, INC.
3,000,000 SHARES OF COMMON STOCK AT $0.015 PER SHARE
OFFERED BY BAIXO RELOCATION SERVICES, INC.
This prospectus relates to our offering of a total of 3,000,000 shares (the
"Shares") of our common stock on a "self-underwritten" basis at a fixed price of
$0.015 per share. There is no minimum number of shares that an investor is
required to purchase. This offering of shares will terminate 180 days from the
date of this prospectus, although we may close the offering on any date prior if
the offering is fully subscribed. We do not reserve the right to extend the
offering beyond the 180-day offering period. In the event that all of the
3,000,000 shares are not sold within 180 days from the date of this prospectus,
on the 181st day from the effective date, all money received by us will be
returned to each subscriber without interest or deduction of any kind. If all
the 3,000,000 shares offered pursuant to this prospectus are sold within 180
days from the date of this prospectus, all money received will be available to
us to fund our business and operations, and there will be no refund.
We intend to open a checking account to be used exclusively for the deposit of
funds received from the sale of shares in this offering. Our management will
have sole control over the withdrawal of funds from this account. We have not
made arrangements to place the funds in an escrow account with a third party
escrow agent due to the costs involved. As a result, investors are subject to
the risk that creditors could attach these funds during the offering process.
See "Use of Proceeds" and "Plan of Distribution."
Prior to this offering there has been no public market for our common stock and
we have not applied for listing or quotation on any public market. We plan to
contact a market maker immediately following the effectiveness of this
Registration Statement and apply to have the Shares quoted on the OTC Bulletin
Board (OTCBB). There can be no assurance that our common stock will qualify for
quotation on the OTCBB or that we will be successful in obtaining a quotation.
Number of Proceeds to
Shares Offering Price Expenses the Company
------ -------------- -------- -----------
Per Share 1 $ 0.015 $ 0.00433 $0.01067
Maximum 3,000,000 $45,000 $13,000.00 $ 32,000
Our sole officer and director will market our common stock and offer and sell
the securities on our behalf. The officer and director will not receive any
compensation for her role in selling shares in the offering. The expenses of the
offering are estimated at $15,005 and will be paid by us.
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 which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern. There currently is 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. 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.
THE COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD
NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. WE ARE
CONSIDERED A "SHELL COMPANY" UNDER APPLICABLE SECURITIES RULES AND ARE SUBJECT
TO ADDITIONAL REGULATORY REQUIREMENTS AS A RESULT OF THIS STATUS, INCLUDING
LIMITATIONS ON OUR SHAREHOLDER'S ABILITY TO RE-SELL THEIR SHARES IN OUR COMPANY,
AS WELL AS ADDITIONAL DISCLOSURE REQUIREMENTS. ACCORDINGLY, INVESTORS SHOULD
CONSIDER OUR SHARES TO BE A HIGH-RISK AND ILLIQUID INVESTMENT. REFER TO THE
SECTION ENTITLED "RISK FACTORS" ON PAGES 8-14.
THE COMPANY IS CONSIDERED AN "EMERGING GROWTH COMPANY" AS DEFINED IN THE
JUMPSTART OUR BUSINESS STARTUPS ACT AND WILL BE SUBJECT TO REDUCED PUBLIC
COMPANY REPORTING REQUIREMENTS.
BEFORE PURCHASING ANY OF THE COMMON STOCK COVERED BY THIS PROSPECTUS, CAREFULLY
READ AND CONSIDER THE RISK FACTORS INCLUDED IN THE SECTION ENTITLED "RISK
FACTORS" BEGINNING ON PAGE 8. THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK,
AND PROSPECTIVE PURCHASERS SHOULD BE PREPARED TO SUSTAIN THE LOSS OF THEIR
ENTIRE INVESTMENT. THERE IS CURRENTLY NO PUBLIC TRADING MARKET FOR THE
SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.
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 IN WHICH THE OFFER OR SALE IS NOT PERMITTED.
THE DATE OF THIS PROSPECTUS IS _______________, 2014.
TABLE OF CONTENTS
Page No.
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Summary 4
The Offering 6
Risk Factors 8
- There is substantial uncertainty as to whether we will continue 8
as a going concern. If we discontinue operations, you will lose
your investment.
- Because we are a start-up or development stage company, an 8
investment in our shares is considered a high risk investment
that could results in the loss of your entire investment.
- Because we will rely upon third party consultants for important 8
aspects of our business plan, we are subject to the risk that
they will not perform their tasks effectively and that we will
be unsuccessful in operating our business as a result.
- We may not be successful at marketing our consulting services, 9
which could cause our business to fail.
- The relocation consulting business is extremely fragmented and 9
competitive and we may not be able to compete successfully with
existing competitors or new entrants in this market.
- Because we operate in a foreign country, our business is subject 9
to currency fluctuations. Since we hold our cash reserves in US
dollars, we may experience weakened purchasing power in Indian
rupees and may not be able to afford the costs of our business
plan.
- Our sole officer and director may not be subject to suit in the 9
United States, which may prevent investors from obtaining or
enforcing judgments against her under United States laws.
- We are an "emerging growth company" and intend to take advantage 9
of reduced disclosure and governance requirements applicable to
such companies, which could result in our common stock being
less attractive to investors.
- We are selling the shares offered in this prospectus without an 10
underwriter and may not be successful in completing the
offering.
- Because our business and ability to raise funds are adversely 10
impacted by economic downturns, our ability to successfully
implement out intended business plan may fail due to economic
conditions beyond our control.
- If a market for our common stock does not develop, shareholders 10
may be unable to sell their shares.
- Because we are considered to be a "shell company" under 10
applicable securities rules, investors may not be able to rely
on the resale exemption provided by Rule 144 of the Securities
Act. As a result, investors may not be able to re-sell our
shares and could lose their entire investment. In addition,
our shell company status precludes us from filing a
registration statement on Form S-8 in order to compensate
employees and consultants with unrestricted stock, which could
impair our ability to attract talent.
- Because we are considered to be a "shell company" under 11
applicable securities rules, we are subject to additional
disclosure requirements if we acquire or dispose of
significant assets in the course of our business. We will
incur additional costs in meeting these requirements, which
will adversely impact our financial performance and,
therefore, the value of your investment.
- Because the price at which we are selling our common stock in 11
this offering was arbitrarily determined by management and bears
no relationship to any criteria of value, investors may not be
able to recover their investment. Investors in our common stock
will suffer immediate and substantial dilution
2
- Additional issuances of our securities may result in additional 11
dilution to our shareholders.
- Upon the effectiveness of our registration statement, we will 12
become a reporting issuer and will incur public disclosure
costs. If we are unable to absorb these costs, our business plan
will fail.
- Because we rely on our sole employee, Rosy Rodrigues, to conduct 12
our operations, our business will likely fail if we lose her
services.
- Although our president is not currently receiving compensation 12
for her services, she anticipates receiving management fees once
we are able to afford to pay them from operations, which will
adversely impact any potential profits that we may generate.
- Rosy Rodrigues, our sole officer and director, does not have 12
significant experience in operating a relocation services
business, which increases our risk of business failure.
- Because our president has other business interests, she may not 13
be able or willing to devote a sufficient amount of time to our
business operations, causing our business to fail.
- Because our director will own 62.5% of our outstanding common 13
stock if our share offering is sold, she could make and control
corporate decisions that may be disadvantageous to minority
shareholders.
- If quoted, the price of our common stock may be volatile, which 13
may substantially increase the risk that you may not be able to
sell your shares at or above the price that you may pay for
them, which would cause you to incur a loss.
- Because we do not intend to pay any dividends on our common 13
stock, holders of our shares must rely on stock appreciation for
any return on investment.
- Currently, we do not intend to register this offering under 13
state blue sky laws. This may limit an investor's ability to
resell our shares.
- A purchaser is purchasing penny stock, which limits his or her 14
ability to sell our stock.
Tax Considerations 14
Use of Proceeds 14
Determination of Offering Price 14
Dilution 15
Plan of Distribution 15
Description of Securities to be Registered 17
Shares Eligible for Future Resale 18
Interests of Named Experts and Counsel 18
Information with Respect to the Registrant 19
Incorporation of Certain Information by Reference 31
Disclosure of Commission Position on Indemnification for Securities
Act Liabilities 31
Financial Statements F-1
3
SUMMARY
This summary provides a brief overview of the key aspects of our offering. It
may not contain all of the information that is important to you. You should read
the entire prospectus carefully, including the more detailed information
regarding our Company, the risks of purchasing the Shares discussed under "Risk
Factors," and our financial statements and their accompanying notes.
In this prospectus, "Baixo", the "Company," "we," "us," and "our," refer to
Baixo, unless the context otherwise requires. Unless otherwise indicated, the
term "fiscal year" refers to our fiscal year ending February 28.
Unless otherwise indicated, the term "common stock" refers to shares of the
Company's common stock, par value $0.001 per share.
OUR COMPANY
We were incorporated on January 7, 2014 in the State of Nevada. We are a
development stage company and plan to commence operations as a consulting
business whereby we will provide personalized relocation services to clients,
both individual and corporate, who are relocating to the states of Maharashtra,
Goa, or Karnataka, which are located in western India. We will assist clients
who intend to relocate to the region for temporary, long-term, and permanent
periods. We intend to offer a wide range of relocation services to our clients,
including arranging and assisting with transportation to India, household goods
movement, appropriate immigration documentation, real estate rental and
purchases, children's' education registration, area orientation, housekeeping,
utilities connections, banking introductions, local transportation, tax
compliance, and language and cultural training. We will offer different pricing
structures for each of the services we will provide.
Because we are a company that has either no or nominal operations or assets, or
assets consisting solely of cash and cash equivalents, we are considered to be a
"shell company". An investment in the shares of a shell company should be
considered highly illiquid given the resale restrictions that apply to them.
We intend to develop a relationship with third-party vendors in India in order
to assist and facilitate in providing our services. Clients will book various
services through us by telephone, email and through our website that we intend
to develop, and if a third-party vendor is involved, we will negotiate a fee for
referring that client. We do not currently have any agreements or contractual
relationships with any third-party service providers, customers or website
designers.
Our president has limited experience in the relocation services industry. We
intend to market our services by building relationships with travel agencies,
hotels, apartment owners, immigration lawyers, tax accountants, bankers, and
real estate brokers. We will also market our services via an Internet website.
To implement our plan of operations, we require total funding of approximately
$60,000 for the twelve months following this offering, which consists of $15,000
to cover the expenses of this offering, as well as $45,000 to implement our
proposed business plan. We will use our existing working capital to cover
offering costs, but we will have to complete this offering in order to fund our
business plan.
We have not realized any revenues to date, and our accumulated deficit as of May
31, 2014 is $5,398. To date, we have raised an aggregate of $25,000 through a
private placement of 5,000,000 shares of common stock to our sole director.
Proceeds from the private placement are being used for working capital. Our
offices are located at the premises of our President, Rosy Rodrigues, who
provides such space to us on a rent-free basis at H. 190/5 Central Horte, Aquem,
Baixo, Goa, India. Our telephone number is 011-91-772-088-4167 and email is
baixorelocation@gmail.com.
From inception until the date of this filing we have had limited activities,
primarily consisting of the incorporation of our company, the initial equity
funding by our director and registering our website, www.baixorelocation.com Our
financial statements from inception (January 7, 2014) through May 31, 2014
report no revenues and a net loss of $5,398 and our assets constitute our cash
balance of $20,368, which was generated from the proceeds of the issuance of
shares to our sole shareholder.
We will require the funds from this offering in order to fully implement our
business plan as discussed in the "Plan of Operation" section of this
prospectus. Our business plan anticipates that once we have secured the
4
financing and the website is operational, our sales will begin in April 2015.
However, there is no guarantee that we will be successful in this regard.
Currently, our President devotes approximately five hours per week to our
affairs.
Investors must be aware that we do not have sufficient capital to independently
finance our own plans. We have no plans, arrangements or contingencies in place
in the event that we cease operations, in which case investors would likely lose
their entire investment.
Investors should be aware that our independent auditors have issued an audit
opinion which includes a statement expressing substantial doubt as to our
ability to continue as a going concern. This means that our auditors believe
there is substantial doubt that we can continue as an on-going business for the
next 12 months. Our auditor's opinion is based on us having limited operations
and limited working capital. Our only source for cash at this time other than
this offering is investments or loans. However, we do not have any written
agreements in place for any investments or loans. We must raise cash to
implement our projects and expand our operations.
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" within the meaning of the federal securities
laws. 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.
This is a direct participation offering since we are offering the stock directly
to the public without the participation of an underwriter. Our sole officer will
be solely responsible for selling shares under this offering and no commission
will be paid on any sales.
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 quoted 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 quotation on the OTCBB. We do not yet have a market maker who has
agreed to file such an application.
You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of our common stock.
Potential investors should be aware that our sole director, Ms. Rodrigues
presently own 5,000,000 shares, which would represent 62.5% of the issued and
outstanding common shares of the Company if the offering closes and all our
offered shares are sold. All the shares owned by Ms. Rodrigues are restricted
shares, which she purchased at a price of $0.005 per share representing a total
cost of $25,000.
PENNY STOCK RULES
Under U.S. federal securities legislation, our common stock will be
characterized as "penny stock". Penny stock is any equity that has a market
price of less than $5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the rules require that a
broker or dealer approve a potential investor's account for transactions in
penny stocks, and the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve an investor's account for
transactions in penny stocks, the broker or dealer must obtain financial
information and investment experience objectives of the person, and make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
5
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form sets forth the basis on which the broker
or dealer made the suitability determination. Brokers may be less willing to
execute transactions in securities subject to the "penny stock" rules. This may
make it more difficult for investors to dispose of our common stock and cause a
decline in the market value of our stock. Disclosure also has to be made about
the risks of investing in penny stocks in both public offerings and in secondary
trading and about the commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks.
THE OFFERING
We are offering, on a self-underwritten basis, a total of 3,000,000 shares of
our common stock at a price of $0.015 per share. This is a fixed price offering.
In order to close the offering, all of the offered shares must be sold. Our
offering will terminate 180 days from the date of this prospectus, although we
may close the offering on any date prior if it is fully subscribed. In the event
that all 3,000,000 shares of our common stock are not sold within 180 days from
the date of this prospectus, on the 181st day from such date all money received
by us will be promptly returned to each subscriber without interest or deduction
of any kind. If all of the shares of our common stock offered under this
offering are sold within 180 days from the date of this prospectus, all money
received will be available to us to fund our business and operations, and there
will be no return of any funds.
We intend to open a separate, standard bank checking account to be used
exclusively for the deposit of funds received from the sale of shares in this
offering. Our management will have sole control over the withdrawal of funds
from this account. We have not made arrangements to place the funds in an escrow
account with a third party escrow agent due to the costs involved. As a result,
investors are subject to the risk that creditors could attach these funds during
the offering process, as well as the risk that investment amounts could be lost
due to the fact that they are held in an operating account.
The offering price of the common stock has been arbitrarily determined and bears
no relationship to any objective criterion of value. The price does not bear any
relationship to our assets, book value, historical earnings or net worth. The
purchase of the common stock in this offering involves a high degree of risk.
The common stock offered in this prospectus is for investment purposes only and
currently no market for our common stock exists. Please refer to "RISK FACTORS"
beginning on page 8 and "DILUTION" on page 15 before making an investment in our
stock.
Securities Being Offered 3,000,000 shares of common stock.
Offering Price $0.015 per share
Offering Period The shares are being offered for a period not to
exceed 180 days from the date of this prospectus,
In the event we do not sell all of the shares
before the expiration date of the offering, all
funds raised will be promptly returned to the
investors, without interest or deduction.
No Public Market There is no public market for our common stock. We
cannot give any assurance that the shares being
offered will have a market value, or that they can
be resold at the offered price if and when an
active secondary market might develop, or that a
public market for our securities may be sustained
even if developed. The absence of a public market
for our stock will make it difficult to sell your
shares. If in the future a market does exist for
our securities, it is likely to be highly illiquid
and sporadic.
6
We intend to apply to the OTCBB, through a market
maker that is a licensed broker dealer, to allow
the quotation of our common stock upon our
becoming a reporting company. There can be no
guarantee that our common stock will be accepted
for quotation on the OTCBB.
Number of Common Stock
Issued and Outstanding
Before Offering 5,000,000 shares of our common stock are issued
and outstanding as of the date of this prospectus.
Number of Common Stock
to be Issued and
Outstanding After Fully
Subscribed Offering 8,000,000 shares
Proceeds to Our Company $45,000
Use of Proceeds We intend to use the proceeds to develop our
business operations.
Risk Factors The securities offered hereby involve a high
degree of risk and should not be purchased by
investors who cannot afford the loss of their
entire investment. See "Risk Factors" beginning on
page 8.
Dividend Policy 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.
Neither our officer, director, control persons nor their affiliates intend to
purchase any shares in this offering.
SUMMARY FINANCIAL INFORMATION
We have not earned any revenues to date and do not anticipate earning revenues
until we have completed our website and commenced sales.
The following tables set forth a summary of the Company's financial information
as provided in its year-end financial statements. You should read this
information together with our audited financial statements and the notes thereto
appearing elsewhere in this prospectus and the information under "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
BALANCE SHEET DATA
February 28, 2014 May 31, 2014
----------------- ------------
(audited) (unaudited)
Cash $ 25,000 $ 20,368
Total Current Assets $ 25,000 $ 21,668
Current Liabilities $ 625 $ 2,066
Total Stockholder's Equity $ 24,375 $ 19,602
STATEMENT OF OPERATIONS
From Incorporation on
January 7, 2014 to
May 31, 2014
------------
Revenue $ --
Net Loss $ (5,398)
7
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.
THERE IS SUBSTANTIAL UNCERTAINTY AS TO WHETHER WE WILL CONTINUE AS A GOING
CONCERN. IF WE DISCONTINUE OPERATIONS, YOU WILL LOSE YOUR INVESTMENT.
We were incorporated on January 7, 2014 and have incurred losses since our
inception resulting in an accumulated deficit of ($5,398) at May 31, , 2014.
Further losses are anticipated in the development of our business. As a result,
there is substantial doubt about our ability to continue as a going concern. In
fact, our auditors have issued a going concern opinion in connection with their
audit of our financial statements for the fiscal year ended February 28, 2014.
This means that our auditors believe there is substantial doubt that we can
continue as an on-going business for the next twelve months. We anticipate that
we will need approximately $18,000 to continue as a going concern for the next
twelve months, which will cover our estimated offering costs of $15,005, as well
as additional administrative and general expenses. However, our ability to
continue to operate will be contingent on our ability to complete this offering.
Our ability to continue as a going concern is dependent upon our ability to
generate profitable operations in the future and to obtain the necessary
financing to expand our business operations and market our relocation consulting
services. Our ability to achieve and maintain profitability and positive cash
flow is dependent upon completion of this offering and our ability to
successfully market and sell our relocation consulting services.
Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and generating minimal revenues. We cannot
guarantee that we will be successful in generating substantial revenues in the
future. Failure to generate revenues will cause us to go out of business, which
would cause purchasers of our shares to lose their investments.
BECAUSE WE ARE A START-UP OR DEVELOPMENT STAGE COMPANY, AN INVESTMENT IN OUR
SHARES IS CONSIDERED A HIGH RISK INVESTMENT THAT COULD RESULT IN THE LOSS OF
YOUR ENTIRE INVESTMENT.
We have not commenced operations and, therefore, we are considered a "start-up"
or "development stage" company. There is no meaningful historical data for an
investor to evaluate. The revenue and income potential of our business and the
market has not been proven. We will encounter risks and difficulties commonly
faced by early-stage companies. We intend to make significant investments in
marketing our services. As a result, we will have a net loss from operations and
may not be able to reach or sustain profitability in the future. If we fail to
become profitable, we will be forced to cease operations.
We will incur significant expenses in order to implement our business plan,
including costs related to the development of our website, additional marketing
efforts, as well as legal and regulatory compliance costs. You should aware of
the difficulties, delays and expenses normally encountered by an enterprise in
its development stage, many of which are beyond our control, including
unanticipated developmental expenses, advertising and marketing expenses. We
cannot assure you that our proposed business plan as described in this
prospectus will materialize or prove successful, or that we will ever be able to
operate profitably. If we cannot operate profitably, you could lose your entire
investment.
BECAUSE WE WILL RELY UPON THIRD PARTY CONSULTANTS FOR IMPORTANT ASPECTS OF OUR
BUSINESS PLAN, WE ARE SUBJECT TO THE RISK THAT THEY WILL NOT PERFORM THEIR TASKS
EFFECTIVELY AND THAT WE WILL BE UNSUCCESSFUL IN OPERATING OUR BUSINESS AS A
RESULT.
We intend to rely significantly on third parties, such as immigration lawyers,
language instructors, movers, and accountants, to provide relocation services to
our clients. Because many of these consultants will have expertise in areas that
our management does not, we may not be able to effectively evaluate their work
and cannot be assured that they will perform to our clients' expectations. We
also cannot ensure that third party consultants will be able to complete their
8
work for us in a timely manner. Accordingly, our reliance on third parties
exposes us to the risk that our business will be unsuccessful if they do not
provide services to our clients as we envision.
WE MAY NOT BE SUCCESSFUL AT MARKETING OUR CONSULTING SERVICES, WHICH COULD CAUSE
OUR BUSINESS TO FAIL.
We anticipate that our clients will come primarily from countries other than
India. We intend to devote portion of resources to the promotion of our website,
in order to gain a worldwide audience for our services. However, we may not be
successful in marketing our services through our intended website, and any
financial or research efforts we exert to develop, commercialize, or promote our
site may not result in revenue or earnings. If we are unable to successfully
market our services, our business will suffer, which could cause us to cease all
operations.
THE RELOCATION CONSULTING BUSINESS IS EXTREMELY FRAGMENTED AND COMPETITIVE AND
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH EXISTING COMPETITORS OR NEW
ENTRANTS IN THIS MARKET.
The relocation consulting business in India is extremely fragmented and
competitive due to the fact that there are few barriers to the entry of
competitors into the sector. The industry includes large entities that offer
global services, as well as smaller companies that focus on the Indian market.
We will compete with many regional, national, and international consultants that
offer an extensive range of relocation services and have developed the necessary
relationships with third-party service providers in India in order to be
successful. Most of our competitors have greater financial resources and may be
able to withstand competitive pricing strategies better than we will. We also
expect to continue to face competition from new market entrants. We may be
unable to compete effectively with these existing and new competitors, which
could have a material adverse effect on our financial condition and results of
operations.
BECAUSE WE OPERATE IN A FOREIGN COUNTRY, OUR BUSINESS IS SUBJECT TO CURRENCY
FLUCTUATIONS. SINCE WE HOLD OUR CASH RESERVES IN US DOLLARS, WE MAY EXPERIENCE
WEAKENED PURCHASING POWER IN INDIAN RUPEES AND MAY NOT BE ABLE TO AFFORD THE
COSTS OF OUR BUSINESS PLAN.
Although we hold our cash reserves in US dollars, we intend to operate our
business partly in the Indian currency, the rupee. Because some of our
operations and expenses will be denominated in the Indian currency, due to
foreign exchange rate fluctuations, the value of our reserves and the cash flow
that we will receive will result in both translation gains and losses in terms
of Indian rupees.
If there is a significant decline in the US dollar versus Indian rupees, our
purchasing power in US dollars would significantly decline. As well, if there
was a significant decline in the Indian rupee relative to the US dollar, the
amount of revenue and net profit that we may generate in India would be reduced
in terms of US dollars, our financial statement reporting currency. We have not
entered into derivative instruments to offset the impact of foreign exchange
fluctuations.
OUR SOLE OFFICER AND DIRECTOR MAY NOT BE SUBJECT TO SUIT IN THE UNITED STATES,
WHICH MAY PREVENT INVESTORS FROM OBTAINING OR ENFORCING JUDGMENTS AGAINST HER
UNDER UNITED STATES LAWS.
Our sole office and director, Ms. Rosy Rodrigues, is a resident of the India. As
a result, it may be difficult or impossible for our investors to effect service
of process within the United States upon her, to bring suit against her in the
United States or to enforce in the United States courts any judgment obtained
there against her predicated upon any civil liability provisions of United
States law. Investors should not assume that Indian courts will either enforce
judgments of United States courts obtained in actions against Ms. Rodrigues
predicated upon the civil liability provisions of United States federal laws.
WE ARE AN "EMERGING GROWTH COMPANY" AND INTEND TO TAKE ADVANTAGE OF REDUCED
DISCLOSURE AND GOVERNANCE REQUIREMENTS APPLICABLE TO SUCH COMPANIES, WHICH COULD
RESULT IN OUR COMMON STOCK BEING LESS ATTRACTIVE TO INVESTORS.
9
We are an "emerging growth company," as defined in the Jumpstart Our Business
Startups Act of 2012 and intend to take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of
the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously
approved. As well, our election allows us to delay the adoption of new or
revised accounting standards that have different effective dates for public and
private companies until they apply to private companies. Therefore, as a result
of our election, our financial statements may not be comparable to companies
that comply with public company effective dates.
We cannot predict if investors will find our common stock less attractive
because we will rely on these exemptions. If some investors find our common
stock less attractive as a result, there may be a less active trading market for
our common stock and our stock price may be more volatile. We may take advantage
of these reporting exemptions until we are no longer an emerging growth company,
which in certain circumstances could be for up to five years.
WE ARE SELLING THE SHARES OFFERED IN THIS PROSPECTUS WITHOUT AN UNDERWRITER AND
MAY NOT BE SUCCESSFUL IN COMPLETING THE OFFERING.
Our president, Rosy Rodrigues is offering our shares of common stock on our
behalf on a best-efforts basis. No broker-dealer has been retained as an
underwriter and no broker-dealer is under any obligation to purchase any common
stock. There are no firm commitments to purchase any of our shares in this
offering. Accordingly, there is no guarantee that we will be able to sell any or
all of the common stock offered hereby.
BECAUSE OUR BUSINESS AND ABILITY TO RAISE FUNDS ARE ADVERSELY IMPACTED BY
ECONOMIC DOWNTURNS, OUR ABILITY TO SUCCESSFULLY IMPLEMENT OUR INTENDED BUSINESS
PLAN MAY FAIL DUE TO ECONOMIC CONDITIONS BEYOND OUR CONTROL.
Our intended business service, providing relocation services to people moving to
India, is adversely impacted when economic conditions are poor or uncertain. As
such, demand for our services will depend greatly on the economic cycle. In the
current global economic environment, it is likely that the demand for our
services will be lower than it would be in an economic expansion. Due to this,
our ability to sell our services may be impaired with the end result that our
business plan fails. As well, economic conditions may make it difficult for us
to raise the capital necessary to develop and expand our operations. If we are
unable to raise funding because of this, our business will fail or our growth
may be slower than anticipated.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no
assurance that a market will develop. We currently plan to apply for listing of
our common stock on the FINRA over the counter bulletin board upon the
effectiveness of the registration statement, of which this prospectus forms a
part. However, we can provide investors with no assurance that our shares will
be quoted on the bulletin board or, if quoted, that a public market will
materialize. If no market is ever developed for our shares, it will be difficult
for shareholders to sell their stock. In such a case, shareholders may find that
they are unable to achieve benefits from their investment.
BECAUSE WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES
RULES, INVESTORS MAY NOT BE ABLE TO RELY ON THE RESALE EXEMPTION PROVIDED BY
RULE 144 OF THE SECURITIES ACT. AS A RESULT, INVESTORS MAY NOT BE ABLE TO
RE-SELL OUR SHARES AND COULD LOSE THEIR ENTIRE INVESTMENT. IN ADDITION, OUR
SHELL COMPANY STATUS PRECLUDES US FROM FILING A REGISTRATION STATEMENT ON FORM
S-8 IN ORDER TO COMPENSATE EMPLOYEES AND CONSULTANTS WITH UNRESTRICTED STOCK,
WHICH COULD IMPAIR OUR ABILITY TO ATTRACT TALENT.
10
We are considered to be a "shell company" under Rule 405 of Regulation C of the
Securities Act. A "shell company" is a company with either no or nominal
operations or assets, or assets consisting solely of cash and cash equivalents.
As a result, our investors are not allowed to rely on Rule 144 of the Securities
Act for a period of one year from the date that we cease to be a shell company.
Because investors may not be able to rely on an exemption for the resale of
their shares other than Rule 144, and there is no guarantee that we will cease
to be a shell company, they may not be able to re-sell our shares in the future
and could lose their entire investment as a result.
In addition, because we are a shell company, we are not entitled to file
registration statements on Form S-8, which is typically used to register stock
that is offered to employees and consultants via benefit or incentive plans. As
a result, we may have difficulties attracting qualified employees and
consultants because we are not able to compensate them in the same fashion that
non-shell companies can.
BECAUSE WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES
RULES, WE ARE SUBJECT TO ADDITIONAL DISCLOSURE REQUIREMENTS IF WE ACQUIRE OR
DISPOSE OF SIGNIFICANT ASSETS IN THE COURSE OF OUR BUSINESS. WE WILL INCUR
ADDITIONAL COSTS IN MEETING THESE REQUIREMENTS, WHICH WILL ADVERSELY IMPACT OUR
FINANCIAL PERFORMANCE AND, THEREFORE, THE VALUE OF YOUR INVESTMENT.
Because we are considered to be a "shell company" under Rule 405 of Regulation C
of the Securities Act, we will are subject to additional disclosure requirements
if we entered into a transaction which results in a significant acquisition or
disposition of assets. In such a situation, we must provide prospectus-level,
detailed disclosure regarding the transaction, as well as detailed financial
information. In order to complying with these requirements, we will incur
additional legal and accounting costs, which will adversely impact our results
of operations. As a result, the value of an investment in our shares may decline
as a result of these additional costs.
BECAUSE THE PRICE AT WHICH WE ARE SELLING OUR COMMON STOCK IN THIS OFFERING WAS
ARBITRARILY DETERMINED BY MANAGEMENT AND BEARS NO RELATIONSHIP TO ANY CRITERIA
OF VALUE, INVESTORS MAY NOT BE ABLE TO RECOVER THEIR INVESTMENT. INVESTORS IN
OUR COMMON STOCK WILL SUFFER IMMEDIATE AND SUBSTANTIAL DILUTION.
Our management arbitrarily determined our offering price of $0.015 per share of
common stock. This price is unrelated to specific investment criteria, such as
the book value, assets or past operating results. Accordingly, there is no
guarantee that investors will be able to recover their investments in our common
stock or realize eventual capital gains.
Ms. Rosy Rodrigues, our president and the present owner of all of our issued and
outstanding common stock acquired such securities at a cost substantially less
than that which the investors in this offering will pay. Upon the purchase of
shares of this offering, investors will experience an immediate and substantial
dilution. Therefore, the investors in this offering will bear a substantial
portion of the risk of loss. Additionally, sales of our securities in the future
could result in further dilution.
"Dilution" represents the difference between the offering price of our common
stock and the net tangible book value per share of common stock immediately
after completion of the offering. "Net Tangible Book Value" is the amount that
results from subtracting our total liabilities and intangible assets from total
assets. In this offering, the level of dilution is relatively substantial as a
result of the low book value of our issued and outstanding stock. Our net
tangible book value on May 31, 2014 was $19,602 or $0.00392 per share. Assuming
all shares offered herein are sold and we receive the expected net proceeds of
the offering of $29,995 (i.e., $45,000 gross proceeds less the $15,005 in
anticipated offering costs), our net book value will be $49,597 or $0.0062 per
share. Therefore, the purchasers of our common stock in this offering will
suffer an immediate and substantial dilution of approximately $0.0088 share (or
approximately 59% of the investment).
ADDITIONAL ISSUANCES OF OUR SECURITIES MAY RESULT IN ADDITIONAL DILUTION TO OUR
SHAREHOLDERS.
We may need to raise additional capital following our proposed offering 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. We are authorized
to issue up to 75,000,000 shares of common stock, of which 5,000,000 shares of
common stock are currently issued and outstanding and an additional 3,000,000
11
shares are proposed to be sold pursuant to our offering under this prospectus.
Our director has the authority to cause us to issue additional shares of common
stock without consent of any of our stockholders. We may issue shares in
connection with financing arrangements or otherwise. Any such issuances will
result in immediate dilution to our existing shareholder's interests, which will
negatively affect the value of your shares.
BECAUSE THE PROCEEDS OF OUR OFFERING WILL BE HELD IN A CORPORATE CHECKING
ACCOUNT THAT OUR DIRECTOR CONTROLS RATHER THAN A THIRD-PARTY ESCROW ACCOUNT
UNTIL THE OFFERING IS COMPLETED, IT IS POSSIBLE THAT OUR CREDITORS COULD ATTACH
THESE FUNDS AND WE WOULD NOT BE ABLE TO RETURN THEM TO YOU.
We intend to open a separate, standard bank checking account to be used
exclusively for the deposit of funds we receive from the sale of shares in the
offering. Our management will have sole control over the withdrawal of funds
from this account. We have not made arrangements to place the funds in an escrow
account with a third party escrow agent due to the costs involved. As a result,
investors are subject to the risk that creditors could attach these funds during
the offering process, as well as the risk that investment amounts could be lost
due to the fact that they are held in an operating account.
UPON THE EFFECTIVENESS OF OUR REGISTRATION STATEMENT, WE WILL BECOME A REPORTING
ISSUER AND WILL INCUR PUBLIC DISCLOSURE COSTS. IF WE ARE UNABLE TO ABSORB THESE
COSTS, OUR BUSINESS PLAN WILL FAIL.
Upon the effectiveness of this registration statement, we will begin filing
public disclosure documents with the Securities & Exchange Commission including
financial reports on Form 10-K and Form 10-Q, as well as current reports on Form
8-K. In order to prepare these forms, we will incur legal, filing, accounting
and audit costs that will result in an increase in general expenses. We estimate
that the costs of this compliance will be approximately $15,000 per year. If we
are unable to absorb these costs, we may be forced to cease operations.
BECAUSE WE RELY ON OUR SOLE EMPLOYEE, ROSY RODRIGUES, TO CONDUCT OUR OPERATIONS,
OUR BUSINESS WILL LIKELY FAIL IF WE LOSE HER SERVICES.
We depend on the services of our President, Rosy Rodrigues, and our success will
be a result of the decisions she makes. The loss of the services of our
President could have an adverse effect on our business, financial condition, and
results of operations. There is no assurance that our President will not leave
us or compete against us in the future, as we presently have no employment
agreement with her. In such circumstance, we may have to recruit qualified
personnel with competitive compensation packages, equity participation and other
benefits that may affect the working capital available for our operations. Our
failure to attract additional qualified employees, as required, or to retain the
services of Ms. Rodrigues could have a material adverse effect on our operating
results and financial condition. Even if we are able to find substitute
personnel, it is uncertain whether we could find someone who could successfully
operate our business. We could fail without appropriate replacements.
ALTHOUGH OUR PRESIDENT IS NOT CURRENTLY RECEIVING COMPENSATION FOR HER SERVICES,
SHE ANTICIPATES RECEIVING MANAGEMENT FEES ONCE WE ARE ABLE TO AFFORD TO PAY THEM
FROM OPERATIONS, WHICH WILL ADVERSELY IMPACT ANY POTENTIAL PROFITS THAT WE MAY
GENERATE.
We are not currently compensating our President for providing management
services to us. We intend to pay management fees to her as compensation if the
cash flow that we generate from operations sufficiently exceeds our total
expenses. Ms. Rodrigues, as our sole director and officer, has the power, along
with our second director, to set her own compensation.
ROSY RODRIGUES, OUR SOLE OFFICER AND DIRECTOR, DOES NOT HAVE SIGNIFICANT
EXPERIENCE IN OPERATING A RELOCATION SERVICES BUSINESS, WHICH INCREASES OUR RISK
OF BUSINESS FAILURE.
Rosy Rodrigues, our sole officer and director, has only limited experience
providing services that are would be provided as part of a relocation services
business. In addition, Ms. Rodrigues' management experience is limited to her
12
involvement with our company. Consequently, management's decisions and choices
may not be well thought out and our operations, earnings and ultimate financial
success may suffer irreparable harm as a result.
BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, SHE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Our president, Rosy Rodriguez spends approximately 5% of her business time
providing her services to us. While Ms. Rodrigues presently possesses adequate
time to attend to our interests, it is possible that the time demands on her
from her other obligations could increase with the result that she would no
longer be able to devote sufficient time to the management of our business.
BECAUSE OUR DIRECTOR WILL OWN 62.5% OF OUR OUTSTANDING COMMON STOCK IF OUR SHARE
OFFERING IS SOLD, SHE COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE
DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
Our sole director owns 100% of the outstanding shares of our common stock as of
the date of this offering. If our proposed offering is sold in its entirety, our
director will own 62.5% of our outstanding common stock. Accordingly, she will
have a significant influence in determining the outcome of all corporate
transactions or other matters, including mergers, consolidations, and the sale
of all or substantially all of our assets. She will also have the power to
prevent or cause a change in control. The interests of our director may differ
from the interests of the other stockholders and thus result in corporate
decisions that are disadvantageous to other shareholders.
IF QUOTED, THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE, WHICH MAY
SUBSTANTIALLY INCREASE THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT
OR ABOVE THE PRICE THAT YOU MAY PAY FOR THEM, WHICH WOULD CAUSE YOU TO INCUR A
LOSS.
Even if our shares are quoted for trading on the FINRA over the counter bulletin
board following this offering and a public market develops for our common stock,
the market price of our common stock may be volatile. It may fluctuate
significantly in response to factors, such as operating results, additions or
departures of key personnel, announcement of significant events, and sales of
our securities. Your inability to sell your shares during a decline in the price
of our stock may increase losses that you may suffer as a result of your
investment.
BECAUSE WE DO NOT INTEND TO PAY ANY DIVIDENDS ON OUR COMMON STOCK, HOLDERS OF
OUR SHARES MUST RELY ON STOCK APPRECIATION FOR ANY RETURN ON INVESTMENT.
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. Accordingly, holders of our common stock will have to rely
on capital appreciation, if any, to earn a return on their investment in our
common stock.
CURRENTLY, WE DO NOT INTEND TO REGISTER THIS OFFERING UNDER STATE BLUE SKY LAWS.
THIS MAY LIMIT AN INVESTOR'S ABILITY TO RESELL OUR SHARES.
Currently, we do not intend to register this offering under state blue sky laws.
Any trading market that may develop for our shares may be restricted because of
these state securities laws that prohibit trading absent compliance with
individual state laws. These restrictions make it difficult or impossible for
our shareholders to sell our common stock in those states. Absent compliance
with those laws, our common stock may not be traded in such jurisdictions.
Without such registration, it will be difficult for an investor in our shares to
resell them. In such circumstances, a shareholder may be unable to liquidate his
or her investment in our shares.
Because our common stock has not been registered for resale under the blue sky
laws of any state, the holders of such shares and persons who desire to purchase
such shares in any trading market that might develop in the future, should be
aware that there may be significant state blue sky law restrictions upon the
ability of investors to sell and purchasers to purchase such shares. These
restrictions prohibit the secondary trading our common stock. We currently do
not intend and may not be able to qualify securities for resale in approximately
17 states that do not offer manual exemptions and require securities to be
qualified before they can be resold by our shareholders. Accordingly, even if we
13
are successful in having our shares quoted for trading on the OTC Bulletin
Board, investors should consider any market for our shares to be a limited one.
A PURCHASER IS PURCHASING PENNY STOCK, WHICH LIMITS HIS OR HER ABILITY TO SELL
OUR STOCK.
The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. "Penny
stock" rules impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors, that is, generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with a spouse. For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. Consequently, the "penny
stock" rules may restrict the ability of broker-dealers to sell our shares of
common stock. The market price of our shares would likely suffer as a result.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results may differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in the "Risk Factors" section and elsewhere in this prospectus.
TAX CONSIDERATIONS
We are not providing any tax advice as to the acquisition, holding or
disposition of the securities offered herein. In making an investment decision,
investors are strongly encouraged to consult their own tax advisor to determine
the U.S. federal, state and any applicable foreign tax consequences relating to
their investment in our securities.
USE OF PROCEEDS
If all the shares are sold, the total proceeds from this offering will be
$45,000. We expect to expend the proceeds from this offering in the priority set
forth below, within the first 12 months after successful completion of this
offering:
Legal and Professional fees $ 7,000
Edgar and XBRL formatting and conversion expenses 2,000
Website development and related expenses 10,000
Brochures, Marketing and e-Promotion 25,000
Office, Transfer Agent and Administrative 1,000
-------
TOTAL $45,000
=======
DETERMINATION OF OFFERING PRICE
There is no established market for our stock. The offering price of the
3,000,000 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 company. In determining the number of shares to be
offered and the offering price, we took into consideration our capital structure
and the amount of money we would need to implement our business plans.
Accordingly, the offering price should not be considered an indication of the
actual value of our securities.
14
DILUTION
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 stockholder.
In this offering, the level of dilution is increased as a result of the
relatively low book value of our presently issued and outstanding stock. This is
due to the shares of common stock issued to the Company's founder, Rosy
Rodrigues, totaling 5,000,000 shares at $0.005 per share for $25,000 cash versus
the current offering price of $0.015 per share.
The Company's net tangible book value on May 31, 2014 was $19,602, or
approximately $0.00392 per share, based upon 5,000,000 shares outstanding. Upon
completion of this offering, but without taking into account any change in the
net tangible book value after completion of this offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$45,000 less expenses for issuance and distribution of the securities being
registered ($15,005), the net tangible book value of the 8,000,000 shares to be
outstanding will be $49,597, or approximately $0.0062 per share. Therefore, any
investor will incur an immediate and substantial dilution of approximately
$0.0088 per share while our present stockholder will receive an increase of
$0.001 per share in the net tangible book value of the shares that she holds.
This will result in a 59% dilution for purchasers of stock in this offering.
The following table illustrates the dilution to the purchasers of the common
stock in this offering. The table below includes an analysis of the dilution
that will occur if all shares are sold:
Dilution Table
100% of
Shares Sold
-----------
Price Per Share for existing shareholder $ 0.005
Offering Price Per Share $ 0.015
Net Tangible Book Value Per Share Before the Offering $ 0.00392
Net Tangible Book Value Per Share After the Offering $ 0.0062
Net Increase to Original Shareholder $ 0.0012
Decrease in Investment to New Shareholders $ 0.0088
Dilution to New Shareholders 59%
Note: Calculations include the deduction of offering expenses, estimated to be
$15,005.
The following table summarizes the number and percentage of shares purchased the
amount and percentage of consideration paid and the average price per share paid
by our existing stockholder and by new investors in this offering:
Price Total Number of Percentage of Consideration
per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing Stockholder $0.005 5,000,000 62.5% $25,000
Investors in This Offering $0.015 3,000,000 37.5% $45,000
PLAN OF DISTRIBUTION
This is a self-underwritten offering. This prospectus is part of a registration
statement that permits Rosy Rodrigues, our director and sole officer, to sell
our shares or common stock directly to the public, with no commission or other
remuneration payable to her for any shares she sells. There are no plans or
arrangements to enter into any contracts or agreements to sell the shares with a
broker or dealer. We do not intend to use any mass-advertising methods, such as
the Internet or print media. After the effective date of this prospectus, Ms.
Rodrigues will distribute the prospectus to potential investors at private
15
meetings, to her business associates, and to her friends and relatives who are
interested in our company as a possible investment. In offering the securities
on our behalf, Ms. Rodrigues will rely on the safe harbor from broker dealer
registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.
Ms. Rodrigues will not register as a broker-dealer pursuant to Section 15 of the
Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth
the conditions under which a person associated with an Issuer, may participate
in the offering of the Issuer's securities and not be deemed to be a
broker-dealer.
Ms. Rodrigues is an officer and director and is not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39)of the Act, at the
time of her participation:
a. Ms. Rodrigues is an officer and director and will not be compensated
in connection with her participation by the payment of commissions or
other remuneration based either directly or indirectly on transactions
in securities;
b. Ms. Rodrigues is an officer and director and is not, nor will she be
at the time of her participation in the offering, an associated person
of a broker-dealer; and,
c. Ms. Rodrigues is an officer and director and meets the conditions of
paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that she
(A) primarily performs, or is intended primarily to perform at the end
of the offering, substantial duties for or on behalf of our Company,
other than in connection with transactions in securities; and (B) is
not a broker or dealer, or been associated person of a broker or
dealer, within the preceding twelve months; and (C) has not
participated in selling and offering securities for any issuer more
than once every twelve months other than in reliance on Paragraphs
(a)(4)(i) (a) (4) (iii).
Our sole officer and director does not intend to purchase any shares in this
offering.
TERMS OF THE OFFERING
We are registering 3,000,000 shares of our common stock for offering to
investors. The shares will be sold at the fixed price of $0.015 per share until
the completion of this offering. There is no minimum subscription amount
required per investor, and subscriptions, once received, are irrevocable by
subscribers. This offering will commence on the date of this prospectus is
effective and continue for a period not to exceed 180 days (the "Expiration
Date"). If the all-or-none fixed amount is not achieved within 180 days of the
date of this prospectus, all subscription funds will be returned to investors
promptly without interest or deduction of fees. The offering will terminate when
the sale of all 3,000,000 shares is completed or such earlier time as we may
terminate the offering.
We may not sell the shares registered herein until the registration statement
filed with the Securities and Exchange Commission is effective. Further, we will
not offer the shares through a broker-dealer or anyone affiliated with a
broker-dealer. Upon effectiveness, all of the shares being registered herein may
become tradable. The stock may be traded or listed only if a broker-dealer has
acted as a market maker in our stock and our application is accepted for
quotation on the FINRA over the counter bulletin board (OTCBB). Despite our best
efforts, we may not be able to convince any broker/dealers to act as
market-makers and make quotations for our shares on the OTCBB. We will pursue a
quotation on the OTCBB after this registration statement becomes effective and
we have completed our offering.
There can be no assurance that all, or any, of the shares will be sold. As of
the date of this prospectus, we have not entered into any agreements or
arrangements for the sale of the shares with any broker/dealer or sales agent.
DEPOSIT OF OFFERING PROCEEDS
This is an "all or none" offering and, as such, we will not be able to spend any
of the proceeds unless and until all shares are sold and all proceeds are
received. We intend to hold all monies collected for subscriptions in a bank
account until the total amount of $45,000 has been received. At that time, the
funds will be used in the implementation of our business plan. In the event the
offering is not sold out prior to the expiration date, all monies will be
returned to investors, without interest or deduction.
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PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check, bank
draft, wire transfer, or certified funds to us. Subscriptions, once received,
are irrevocable by subscribers.
RIGHT TO REJECT SUBSCRIPTIONS
We maintain the right to accept or reject subscriptions in whole or in part, for
any reason or for no reason. All monies from rejected subscriptions will be
returned immediately by us to such subscribers, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours of our
having received them.
DESCRIPTION OF SECURITIES TO BE REGISTERED
Our authorized capital stock consists of 75,000,000 shares which are common
stock, each with a par value of $0.001 per share. As of the date hereof, there
are 5,000,000 shares of common stock issued and outstanding.
COMMON STOCK
Each holder of common stock is entitled to one vote for each share of stock held
in her or her name on the books of the Company. Holders of our common stock have
no preemptive rights to purchase additional shares of common stock or other
subscription rights. The common stock carries no conversion rights and is not
subject to redemption or to any sinking fund provisions. All shares of common
stock are entitled to share equally in dividends from sources legally available
therefor, when, as and if declared by the Board of Directors, and upon our
liquidation or dissolution, whether voluntary or involuntary, to share equally
in our assets that are available for distribution to stockholders.
The Board of Directors is authorized to issue additional shares of common stock
not to exceed the amount authorized by our Articles of Incorporation, on such
terms and conditions and for such consideration as the Board may deem
appropriate without further stockholder action.
OPTIONS, WARRANTS AND RIGHTS
There are no outstanding options, warrants, or similar rights to purchase any of
our securities.
DIVIDEND POLICY
We have not paid any cash dividends to shareholders. The declaration of any
future cash dividends is at the discretion of our board of directors and depends
upon our earnings, if any, our capital requirements and financial position,
general economic conditions, and other pertinent conditions. It is our present
intention not to pay any cash dividends in the foreseeable future, but rather to
reinvest earnings, if any, in our business operations.
PENNY STOCK REGULATION
The Securities & Exchange Commission (SEC) has adopted regulations which
generally define "penny stock" to be any equity security that has a market price
(as defined) of less than $5.00 per share or an exercise price of less than
$5.00 per share. Such securities are subject to rules that impose additional
sales practice requirements on broker-dealers who sell them. For transactions
covered by these rules, the broker-dealer must make a special suitability
determination for the purchaser of such securities and have received the
purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a disclosure schedule
prepared by the SEC relating to the penny stock market. The broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities and, if the
broker-dealer is the sole market-maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market. Finally, among
other requirements, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. As the shares immediately following this
offering will likely be subject to such penny stock rules, purchasers in this
offering will in all likelihood find it more difficult to sell their shares in
the secondary market.
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SHARES ELIGIBLE FOR FUTURE RESALE
There is no public market for our common stock. We cannot predict the effect, if
any, that sales of shares of our common stock or the availability of shares of
our common stock for sale will have on the market price of our common stock.
Sales of substantial amounts of our common stock in the public market could
adversely affect the market prices of our common stock and could impair our
future ability to raise capital through the sale of our equity securities.
Upon completion of this offering, based on our outstanding shares as of the date
of this prospectus, we will have outstanding an aggregate of 8,000,000 shares of
our common stock. Of these shares, upon effectiveness of the registration
statement, of which this prospectus forms a part, the 3,000,000 shares will be
freely transferable without restriction or further registration under the
Securities Act since they will not be held by affiliates of the Company.
The remaining 5,000,000 restricted shares of common stock to be outstanding are
owned by our director, known as our "affiliates," and may not be resold in the
public market except in compliance with the registration requirements of the
Securities Act or under an exemption under the Securities Act, if available.
RULE 144
Our shares of common stock are not currently available for resale to the public
in accordance with the volume and trading limitations of Rule 144 of the Act
because we are a shell company. Our shareholders cannot rely on Rule 144 for the
resale of our common stock until the following have occurred:
1. we have ceased to be a shell company;
2. we are subject to the reporting requirements of the Exchange Act,
which we are;
3. we have filed all Exchange Act reports required for the past 12
months, which we have; and
4. a minimum of one year has elapsed since we filed current Form 10
information on Form 8-K changing our status from a shell company to a
non-shell company.
The 5,000,000 shares held by our director are subject to the sale limitations
imposed our shell company status and by Rule 144. The eventual availability for
sale of substantial amounts of common stock under Rule 144 could adversely
affect prevailing market prices for our securities.
When Rule 144 is available, our affiliate stockholders shall be entitled to sell
within any three month period a number of shares that does not exceed the
greater of:
1. 1% of the number of shares of the company's common stock then
outstanding; or
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
The financial statements included herewith have been audited by Seale and Beers,
CPAs, registered independent certified public accountants, to the extent and for
the periods set forth in their report appearing elsewhere in this document and
in the registration statement filed with the Securities and Exchange Commission,
18
and are included in reliance upon such report given upon the authority of said
firm as experts in auditing and accounting. Stepp Law Corporation has provided
an opinion on the validity of our common stock.
INFORMATION WITH RESPECT TO THE REGISTRANT
DESCRIPTION OF BUSINESS
We were incorporated on January 7, 2014 in the State of Nevada. We are a
development stage company and plan to commence operations as a consulting
business whereby we will provide personalized relocation services to clients,
both individual and corporate, who are relocating to the states of Maharashtra,
Goa, or Karnataka, which are located in western India. We will assist clients
who intend to relocate to the region for temporary, long-term, and permanent
periods. We intend to offer a wide range of relocation services to our clients,
including arranging and assisting with transportation to India, household goods
movement, appropriate immigration documentation, real estate rental and
purchases, children's' education registration, area orientation, housekeeping,
utilities connections, banking introductions, local transportation, tax
compliance, and language and cultural training. We will offer different pricing
structures for each of the services we will provide.
To date our operations have been limited to organizational activities, the
identification of potential suitable third-party vendors, and informal
discussions with these service providers.
We have also purchased a website domain, www.baixorelocation.com and have begun
to plan the design and development of our website, which we will use to brand
our company and inform potential clients of our services. We will not commence
operations until we complete the offering described in this prospectus and
complete our corporate website. We intend to use the net proceeds from this
offering to develop our business operations and pay for our website design.
We intend to develop a relationship with third-party vendors in Goa in order to
provide the range of services that our potential clients may request. These will
include travel agencies, hotels, apartment owners, immigration lawyers, tax
accountants, bankers, and real estate brokers. We anticipate that clients will
retain us to provide various relocation services, which we will either provide
directly or through a third-party agent. We do not currently have any agreements
or contractual relationships with any third-party service providers, customers
or website designers.
Our president, Rosy Rodrigues, who has employment experience in operating an
apartment rental agency and chauffeur referral service, intends to provide
relocation clients with services related to obtaining housing and transportation
services. As well, Ms. Rodrigues, who is fluent in English, Hindi and Marathi,
and has resided in India for her entire life, will directly provide clients with
language and cultural training. She will also aid clients with education
registration, area orientation, bank introductions, housekeeping arrangements,
and utilities connections. We intend to outsource other services, such as
immigration services to lawyers and tax compliance to accountants. We will
charge our clients a flat rate fee for the services that they purchase from us.
Our fees for arranging third-party services will be included in the invoices
that we render to our clients. In addition, depending on our arrangements with
various third-party vendors, we may charge them a separate referral fee for the
business that they receive from us.
ABOUT MAHARASHTRA, GOA AND KARNATAKA
Maharashtra, Goa, and Karnataka are neighboring states in India located on the
West Coast.
Maharashtra is the second most populous state in India with over 112 million
people and the third largest in terms of area at approximately 307,700 square
kilometers. It is the home to Mumbai, the fifth most populous city in the world
with over 18 million people. Maharashtra is the most industrialized state in
India and also hosts the nation's largest financial institutions and stock
exchanges. It is also a key hub for India's service industry.
Goa covers an area of about 3,700 square kilometers and has a population of
about 1.5 million. In terms of per capita gross domestic product, Goa is
considered the richest state in the country. Goa has a sea network for imports
and exports. Key state industries include tourism, fishing, forest products,
mining of iron and coal, as well as rubber, cashew, bamboo, and eucalyptus
production.
Karnataka is home to over 61 million residents, including almost 10 million
people in its capital city of Bangalore. The state has an area of 191,800 square
kilometers. Key industries in the state include agriculture, manufacturing, and
information technology.
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We have decided to focus on providing our relocation consulting services to
businesses and individuals that wish to relocate to these three states due to
their size, importance to the Indian economy, and potential for population
growth, as well as their proximity to where our president resides.
SERVICES
Our goal is to offer a wide range of services to individual and business clients
that intend to relocate to the states of Maharashtra, Goa, and Karnataka.
Initially, we will focus our marketing efforts on English-speaking people that
are unfamiliar with Indian culture, customs, and languages who seek consulting
services to help them relocate and transition to life in India. All services
that we provide will be charged on a per-service basis.
In order to provide our proposed services, we will have to develop a strong
network of vendors and business owners with whom we will work closely. We will
depend on our vendors for the services, thus we intend to seek out and meet with
each third-party vendors prior to their providing any services to our clients in
order to establish fees for various services provided.
Our services will include arranging:
* Home searches (short-term, annual lease, and purchase, both furnished
or unfurnished);
* Home lease and sales;
* Renovation contractors and designers;
* Children education search and registration;
* Utilities connections and vehicle registration;
* Telecommunication connections and cellular phone contracts;
* Area orientation (hospitals/doctors/house of
worship/restaurants/others);
* Air transportation and airport transfers;
* Chauffeured car services;
* Meet and greet services;
* Point-to-point transfers;
* Rental car services;
* Day and overnight trips, and vacations, within India;
* Household goods movement and customs clearance;
* Immigration services;
* Housekeeping services;
* Banking introductions and account opening;
* Tax compliance; and
* Language and cultural training.
Thus, we will require relationships with various third-party service providers,
including accountants, lawyers, transportation companies and banks. We do not
expect the availability of these service providers to be an impediment to our
operations since each of these markets have an abundance of suppliers and are
competitive for new business. For example, according to the Institute of
Chartered Accountants in India's 2011-2012 annual report, there were over
220,000 chartered accountant members in the country during that time period. As
well, India is the country with the second largest number of lawyers in the
world with only the United States having more. Our initial research based on
contacting service providers, as well as Internet searches, also shows a large
number of transportation service companies in all three Indian states where we
intend to commence operations.
Banking and telecommunications services in Maharashtra, Goa, and Karnataka are
dominated by state-owned companies and large corporations. Therefore, it is
unlikely that we would be able to demand referral fees from such companies.
Instead we would directly charge our clients fees for acting as a liaison in
establishing services with these firms. There are approximately 20 nationalized
banks in India, many of which have head offices in Maharashtra and Kamataka. All
are well-represented with multiple branches in Maharashtra, Goa, and Kamataka.
The telecommunications industry in India, which handles telephone and cellular
service in the country, has large participants including the state-owned BSNL;
domestic companies,such as Aircel and Airtel; and global competitors, such as
Vodafone and Virgin Mobile. Thus, the sector is highly competitive for new
customers.
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Rather than posting pricing information on our website, we intend to only
describe the types of services that we offer and encourage initial contact with
each client in order to determine their service needs, customize a relocation
services plan, and provide them with fee quotation for the services that he or
she requires.
DEMAND FOR RELOCATION SERVICES
While there is no publicly available data regarding the demand for relocation
services in the states of Maharashtra, Goa and Karnataka specifically, the 2013
Cartus Trends in Global Relocation survey report indicates that India ranks
fourth in emerging market countries generating the most employee relocation
interest, as well as the most employee resistance. Cartus further reported that
companies expect the period of stay for their employees in India to lengthen
since short stay period are proving cost-prohibitive. This suggests that the
demand for relocation services in India should be strong.
A similar 2012 report from Brookfield Global Relocation Services indicated that
India placed second after China in terms of relocation failure, suggesting that
relocation services are more crucial in that country. India was also the top
developing country destination for employee relocations after China.
The states of Maharashtra and Kamataka are more likely to demand employee
relocation services given that they respectively host the most industry and
technology companies. Clients relocating to Goa are more likely to be those
relocating for leisure since tourism is its chief industry.
MARKETING STRATEGY
We intend to market our relocation services primarily to businesses that are
relocating employees to the business centers of the Indian states of
Maharashtra, Goa and Karnataka, as well as high net worth individuals that wish
to relocate to the area for business, retirement, or vacations. These market
segments are less likely to attempt to save money by performing the relocation
services that we offer themselves and are more likely to be willing and able to
pay fees to have a company assume responsibility for these matters in order to
ease their transition to a new country and culture.
In order to reach our target market sectors, we intend to focus our marketing
efforts on our Internet presence, electronic brochures, and as our business
develops, print media advertising. We intend to develop a website and hire a
professional search engine optimization ("SEO") firm to enhance our Internet
presence. SEO involves improving the chances that a particular website can be
found in Internet search engines for words and phrases relevant to what the
website is offering without the need to pay fees to the company that hosts
search engine. For our company, people who search phrases such as "India
relocation services" may be potential clients and we would like our website to
appear early in their search results so that they are more likely to see the
services that we offer. Proper SEO can help us to start connecting with people
seeking the types of services that we intend to provide. Based on our initial
research, a company of our planned size can expect to pay anywhere approximately
$10,000 for website development and proper SEO.
We plan to initiate online advertising through large search engines publishers.
Such companies have developed advertising programs known as cost-per click
advertising whereby an advertiser is only charged when their advertisement is
actually clicked. Advertising with these online companies will allow us to place
keyword specific advertisements targeted to the market we are seeking to reach.
At a relatively low cost, we will be able to develop an online marketing
presence that reaches our target market and we will only have to pay when people
with genuine interest in our products click on our ads.
SOCIAL MEDIA TOOLS
We believe social media tools are critically important to building brand and
community. Our social media strategy includes videos, service provider
qualifications, client testimonials, interviews with travelers to the region,
contests, coupons, special offers and free gifts, which we will convey through
websites such as Facebook, Google Plus, and Twitter. We also intend to select
and place advertising on those social media platforms that are effective in
reaching our target audience. Costs for these marketing efforts are included in
our initial budget. No cash outlay is required for coupons and special offers,
though they will have an impact on our revenue.
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PLAN OF OPERATIONS
Our plan of operations over the 12 month period following successful completion
of our offering is to establish and develop our service network, our website and
our advertising and marketing plan. Our challenge will be to attract customers
to our website and to advise them of the range of services that we will offer.
In order to provide a full range of relocation consulting services to potential
clients, we must first establish a network of service providers in the following
areas:
* Real estate brokers;
* Apartment owners;
* Renovation contractors and designers;
* Vehicle chauffeur and rental agencies;
* Movers;
* Immigration lawyers;
* Housekeeping service agencies;
* Financial institutions; and
* Tax accountants.
Our sole officer and director, Ms. Rosy Rodrigues has an established network of
apartment owners and private chauffeurs who have shown interest in our services.
However, no formal arrangement has been made with these providers and is
unlikely to occur until the completion of our offering. Upon completion of our
offering, Ms. Rodrigues intends to spend a significant portion of her time
contacting relevant vendors to create a network of affiliates and partnerships
who will provide the services that we are offering our clients.
We anticipate achieving the following specific business milestones in the 12
months following the completion of our offering:
1. For a period of two months from the date of completion of the
offering, our president, Rosy Rodrigues, intends to formalize
contractual relationships with various third-party service providers
that are prepared to perform relocation services for our clients on
terms acceptable to both parties. We anticipate that we may incur
legal fees of approximately $1,000 in order to prepare simple
agreements for our service providers to execute;
2. For a period of one to three months from the date of completion of the
offering, our president, Rosy Rodrigues, will retain a web designer
for the purpose of developing our corporate website that will describe
the services that we offer, provides potential clients with the
ability to contact us to request services or ask questions about the
services that we offer, and to the extent possible, disclose the
qualifications of some of the third-party service providers that agree
to perform relocation services to our clients. Ms. Rodrigues will be
responsible for providing the content for the website. In addition,
Ms. Rodrigues intends to retain a search engine optimization
consultant that will aid us in developing an Internet presence and
assure that our website is highly visible to potential clients that
search for us. We anticipate that our website and SEO will cost us
about $10,000;
3. Once our website is operational, Ms. Rodrigues will undertake the
design and implementation of social media accounts on websites such as
Facebook, Google Plus, and Twitter. We anticipate that this process
will take approximately one to two weeks and will have negligible cost
to us;
4. Once our website and social media presences are operational, Ms.
Rodrigues will retain our web designer, or another consultant, to
design an electronic brochure that will incorporate artwork and a logo
and will include our mission statement, details of our services,
contact information, and ordering instructions. As we develop a client
list, we will distribute this electronic brochure via email to
potential clients in accordance with applicable laws governing online
solicitation. This may include the purchase of third party client
lists that contain the names of people that may be interested in the
services that we provide. We anticipate that the design of the
electronic brochure and related marketing efforts will cost
approximately $25,000, which costs are included in our marketing and
electronic promotion budget;
5. Subject to the initial success of our business, which may prevent Ms.
Rodrigues from providing all of the consulting services that she
intends to personally provide due to time constraints that would
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impact her ability to properly perform her tasks, we intend to hire
employees to perform similar functions. The pay rates for such
employees would be negotiable, but are anticipated to be approximately
$10,000 per year. We anticipate that any wages would be paid from
revenue that we earn and would not impact our use of proceeds. As our
business develops, Ms. Rodrigues' role would transition from client
consultant to a manager of all of our consultants. This would likely
occur once we employed at least five consultants.
The above-noted expenses relating to website development and the creation of
brochures, marketing and electronic promotions will be funded from the proceeds
of this offering. In addition, as of the date of this prospectus, we have
working capital of $19,602, which we intend to use to cover the expenses of this
offering. Any leftover working capital will be allocated to expenses that we
will incur in complying with our subsequent Securities & Exchange Commission
reporting obligations.
We do not expect to realize any revenues and do not expect to commence
operations until approximately October 2014. Our financial statements from
inception (January 7, 2014) through our fiscal year ended May 31, 2014, report
no revenues and a net loss of $5,398. Our independent auditor has issued a
report on our audited financial statements which expresses substantial doubt
about our ability to continue as a going concern.
Currently, our President devotes approximately 5% of her business time to the
Company's operations. Ms. Rodrigues has indicated that she is willing to spend
more time with the business as it grows and her services are needed. We
anticipate that she will be required to spend about 20 hours a week on matters
relating to our business when operations commence.
COMPETITION
We will compete with other relocation service providers, including large
companies that offer global relocation services, such as Brookfield Global
Relocation Services, SIRVA Relocation, and Universal Relocations, as well as
smaller consultants, such as IGL Relocation and IOS Relocations Private Limited,
which primarily focus on the Indian market. There are also many small operators
or single agents that offer similar services in India. Competition with all of
these companies is based on price, services offered, and quality of service.
These companies generally have greater financial and technical resources,
industry expertise and managerial capabilities than we do.
Our success depends on our ability to differentiate ourselves by limiting our
market to a specific area of India and to offer very personalized service
whereby a customer has one consultant point of contact with us that is
responsible for ensuring that they receive all services that he or she has
purchased and acts as an exclusive liaison with third-party service providers.
EMPLOYEES
As of the date of this filing, we do not have any full-time employees. We
currently rely on our sole officer and director, Rosy Rodrigues, to manage all
aspects of our business.
INTELLECTUAL PROPERTY
Presently, we have no copyrights, patents, or trademarks.
EXISTING GOVERNMENT REGULATIONS
All third parties must have operating licenses and the onus will be on our
third-party vendors to ensure that they have these licenses. There are no
government regulations specifically relating to services that we intend to
provide within India.
Foreign corporations, such as us, are authorized to conduct business in India;
however, they are required to comply with domestic business laws and
regulations, including those relating to occupational health and safety, minimum
wage requirements, and the repatriation of capital and dividends invested in
India. We do not anticipate that these regulations will have a significant
adverse impact on our operations or cause us to incur significant expenses
related to compliance.
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Due to the service nature of our business, we do not expect that compliance with
occupational health and safety regulations will have a significant impact on our
business since health and safety risks in an office or clerical environment are
minimal.
The minimum wage in India is currently the equivalent of $0.28 per hour, which
is significantly less than we intend to pay any direct employees that we may
retain. Skilled third-party service providers, such as accountants and lawyers,
will likely charge us and our clients far more than the minimum wage and we will
ensure that lower skilled service providers, such as housekeepers and drivers,
receive minimum wage rates or higher.
Foreign capital invested in India is generally allowed to be repatriated along
with capital appreciation. Profits and dividends earned are repatriable after
payment of dividend distribution tax due on them. The current effective dividend
distribution tax rate is 16.995%.
EMERGING GROWTH COMPANY STATUS
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."
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
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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 under this
section of the JOBS Act to maintain our status as an emerging growth company and
take advantage of the JOBS Act provisions relating to complying with new or
revised accounting standards under Section 102(b)(1) of the JOBS Act.
SUBSIDIARIES
We currently have no subsidiaries.
RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS
We have not spent any funds on research and development activities to date.
COMPLIANCE WITH ENVIRONMENTAL LAWS
Our operations will not be subject to any environmental laws that will be
material to us.
GOING CONCERN CONSIDERATION
Our auditors have issued a going concern opinion, meaning that there is
substantial doubt if we can continue as an ongoing business for the next twelve
months unless we obtain additional capital. No 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 proceeds from the offering will likely allow us to operate for at
least one year and have the capital resources required to cover the material
costs of becoming a public reporting company.
We are highly dependent upon the success of the public offering of equity as
described herein. The failure to obtain the proceeds from this offering would
result in the need to seek capital from other sources such as loans or private
placements of securities or cease operations, in which case our investors would
lose all of their investment.
REPORTS TO STOCKHOLDERS
We are not currently a reporting company, but upon effectiveness of the
registration statement, of which this prospectus forms a part, we will be
required to file reports with the SEC pursuant to the Securities Exchange Act of
1934, as amended. These reports include annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K. You may obtain copies of
these reports from the SEC's Public Reference Room at 100 F Street, NE.,
Washington, DC 20549, on official business days during the hours of 10 a.m. to 3
p.m. or on the SEC's website, at www.sec.gov. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
DESCRIPTION OF PROPERTY
We do not own or rent facilities of any kind. We plan to conduct our operations
from the office of our President who provides this space to us free of charge.
We expect to continue to be able to use the office of our President without
charge until the business is profitable and operations warrant renting a larger
space in a commercial building.
LEGAL PROCEEDINGS
We know of no existing or pending legal proceedings against us. As well, we are
not involved as a plaintiff in any proceeding or pending litigation. There are
no proceedings in which any of our directors, officer or any of their respective
affiliates, or any beneficial stockholder, is an adverse party or has a material
interest adverse to our interest. Our address for service of process in Nevada
is 311 S. Division Street, Carson City, Nevada 89703.
25
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is no established trading market for our shares of common stock. Upon the
effectiveness of the registration statement, of which this prospectus forms a
part, we intend to seek a market maker to file an application with FINRA to have
our stock quoted on the OTC Bulletin Board. However, we cannot assure you that
our shares will be quoted on the OTC Bulletin Board or, if quoted, that a liquid
public market for our shares of common stock will materialize.
STOCK OPTION GRANTS AND WARRANTS
To date, we have not granted any stock options or issued any warrants relating
to our common stock.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
HOLDERS
As of the date of this prospectus, we have one holder of record of our common
stock.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any securities authorized for issuance under any equity
compensation plans.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
We are a development stage company and have not commenced operations or
generated or realized any revenues. We will not be in a position to commence
operations until the offering is completed.
Because we have not generated any revenues and no revenues are anticipated until
we implement our business plan, our auditors have issued a going concern
opinion. This means that our auditors believe there is substantial doubt that we
can continue as an on-going business for the next twelve months unless we obtain
additional capital.
We believe that we will be able to raise enough money through this offering to
begin operations, but we cannot be certain that we will remain in business even
if we are able to commence operations. If we are unable to successfully develop
relationships with third parties vendors, develop our website, develop and
execute a marketing strategy, or attract enough customers to purchase our
services, we may quickly use up the proceeds from this offering and will need to
find alternative sources, such as a second public offering, a private placement
of securities, or loans from our officer in order for us to maintain our
operations. At the present time, we have not made any arrangements to raise
additional funds, other than through this offering. As well, we do not currently
have any agreements or contractual relationships with any third-party service
providers, customers or website designers.
Our office is located at the premises of our President, Rosy Rodrigues, who
currently provides such space to us on a rent-free basis at H. 190/5 Central
Horte, Aquem, Baixo, Goa, India.
26
PLAN OF OPERATION
Our plan of operation is discussed in the "DESCRIPTION OF BUSINESS" section
above.
RESULTS OF OPERATIONS
FROM INCEPTION ON JANUARY 7, 2014 TO MAY 31, 2014
We have not generated any revenues since our inception on January 7, 2014.
During the period from inception to May 31, 2014, our operating expenses were
comprised of general and administrative expenses of $5,398. We currently
anticipate that our legal and professional fees will increase over the next 12
months as a result of becoming a reporting company with the SEC. We have not
started our proposed business operations and do not expect to do so until we
have completed this offering.
Since inception, we have sold an aggregate of 5,000,000 shares of common stock
for total consideration of $25,000 to Rosy Rodrigues, our sole director and
officer.
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements.
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this prospectus, we have yet to generate any revenues from our
business operations.
On February 19, 2014, we sold 5,000,000 shares of our common stock to our
director for $25,000 in cash. As of the date of this prospectus, Ms. Rodrigues
is our only stockholder.
The following table provides selected financial data about our Company for the
period from the date of incorporation through May 31, 2014. For detailed
financial information, see the financial statements included in this prospectus.
Balance Sheet Data February 28, 2014 May 31, 2014
------------------ ----------------- ------------
(audited) (unaudited)
Cash $25,000 $20,368
Total assets $25,000 $21,668
Total liabilities $ 625 $ 2,066
Shareholder's equity $24,375 $19,602
We have no written or verbal commitments from stockholders, directors or
officers to provide us with any form of cash advances, loans or other sources of
liquidity to meet our needs.
We anticipate that our minimum expenses over the next ten to twelve months
following the effectiveness of our registration statement will be approximately
$45,000 for the full implementation of our business plan including general
administrative expenses, professional fees, development of our website platform,
marketing costs and others. We anticipate that over the next twelve months the
cost of being a reporting public company will be approximately $14,000. Based on
our current cash on hand, we may be delayed or forced to cease operations within
12 months unless we complete the offering in its entirety. If we do not raise
the financing from the Offering, we may not be able to successfully carry out
our plan of operation, and investors may lose their entire investment. In that
case, we would not be able to meet the objections stated in this prospectus or
eliminate the "going concern" opinion in our auditor's report.
We have no written or verbal commitments from stockholders, directors or
officers to provide us with any form of cash advances, loans or other sources of
liquidity to meet our needs.
As of the date of this prospectus, the current funds available to us will be
sufficient to maintain a reporting status and minimal operations for
approximately six months.
27
Even though we intend to begin generating revenues, we can make no assurances
and we may incur operating losses in the next twelve months. The absence of any
operating history makes predictions of future operating results difficult to
ascertain. Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development, particularly companies in new and rapidly evolving markets. Such
risks for us include, but are not limited to, an evolving business model and
management of growth. To address these risks, we must, among other things,
obtain investors for this Offering, implement and successfully execute our
business and marketing strategy. There can be no assurance that we will be
successful in addressing such risks, and the failure to do so can have a
material adverse effect on our business prospects, financial condition and
results of operations.
GOING CONCERN CONSIDERATION
The report of our independent registered accounting firm raises concern about
our ability to continue as a going concern based on the absence of an
established source of revenue, recurring losses from operations, and our need
for additional financing in order to fund our operations in 2014. Please see
footnote 2 to our financial statements for additional information.
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
We have not had any changes in or disagreements with our accountants on
accounting and financial disclosure. Seale and Beers, CPAs of Las Vegas, Nevada
has served as our accounting firm since our inception.
FINANCIAL DISCLOSURE
Our fiscal year end is February 28. We intend to provide financial statements
audited by an Independent Registered Accounting Firm to our shareholders in our
annual reports. The audited financial statements for the period from the date of
inception, January 7, 2014 through February 28, 2014, as well as our interim
unaudited financial statements for the period ended May 31, 2014 are located in
the section titled "Financial Statements".
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our sole executive officer and director and her age as of the date of this
prospectus are as follows:
Name Age Position
---- --- --------
Rosy Rodrigues 29 President, CEO, Secretary, Treasurer, and Director
Ms. Rodrigues has held these positions since our inception. The Board of
Directors appoints officers and directors hold office until the next annual
meeting of our stockholders.
BACKGROUND INFORMATION ABOUT OUR DIRECTOR AND OFFICER
Set forth below is a brief description of the background and business experience
of our sole executive officer and director:
ROSY RODRIGUES has been our President, CEO, Secretary, Treasurer and a Director
since our inception on January 7, 2014. She graduated from Goa Technical College
in 2003, where she specialized in fashion. Since 2010, Ms. Rodrigues has been
self-employed as an operator of an apartment rental agency and as an agent for
three clients that provide chauffeur services. From 2003 to 2006, Ms. Rodrigues
acted as senior sales associate and alteration liaison for Noor Boutique, a
retail clothing and accessories business located in Goa, India. Ms. Rodrigues
reads and speaks English, Hindi and Marathi fluently.
Ms. Rodrigues currently spends approximately 5% of her business time on our
operations and she has indicated that she is willing to spend more time with the
business as it grows and her services are needed.
Ms. Rodrigues is not an officer or director of any reporting company that files
annual, quarterly, or periodic reports with the United States Securities and
Exchange Commission.
28
During the past ten years, Ms. Rodrigues has not been the subject of the
following events:
1. Any bankruptcy petition filed by or against any business of which they
were general partners or executive officers 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 their
involvement in any type of business, securities or banking activities.
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
Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our sole officer and director.
EXECUTIVE COMPENSATION
Since our incorporation on January 7, 2014, we have had no arrangements to
compensate Rosy Rodrigues, our sole officer, for her services as an officer or
director. However, we anticipate that Ms. Rodrigues will receive compensation
from us once cash flow that we generate from operations significantly exceeds
our total expenses. We expect that once we are in full operations, the
compensation that we will pay to Ms. Rodrigues will not exceed $1,500
(approximately 100,000 rupees) per month.
We have not granted any stock options to Ms. Rodrigues; there are no stock
option, retirement, pension, or profit sharing plans for the benefit of Ms.
Rodrigues; and, we have not entered into any employment or consulting agreements
with Ms. Rodrigues. However, as our sole director and officer, Ms. Rodrigues has
the power to set her own compensation.
The following table sets forth the compensation that we paid the period from
inception until the fiscal year ending February 28, 2014, and subsequent
thereto, to our sole officer. This information includes the dollar value of base
salaries, bonus awards, and number of stock options granted, and certain other
compensation, if any. The compensation discussed addresses all compensation
awarded to, earned by, or paid to our named executive officers.
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Rosy Rodrigues 2014 Nil Nil Nil Nil Nil Nil Nil Nil
President, CEO,
Secretary,
Treasurer
and Director
29
OUTSTANDING EQUITY AWARDS AT 2014 FISCAL YEAR-END
We do not currently have a stock option plan or any long-term incentive plans
that provide compensation intended to serve as an incentive for performance. No
individual grants of stock options or other equity incentive awards have been
made to our sole director and executive officer since our inception.
Accordingly, none were outstanding at May 31, 2014.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS
There are currently no employment contracts or arrangements with our executive
officer. There are no compensation plans or arrangements, including payments to
be made by us, with respect to our sole director and officer that would result
from the resignation, retirement or any other termination of such person from
us. There are no arrangements for our sole officer and director that would
result from a change-in-control.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.
COMPENSATION OF DIRECTORS
Our sole director is not compensated for her services as a director. The board
has not implemented a plan to award options to any directors. There are no
contractual arrangements with any member of the board of directors. We have no
director's service contracts.
CORPORATE GOVERNANCE
We are not subject to the corporate governance rules of any securities exchange
or securities association because our securities are not traded on any exchange.
We have no audit, nominating, or compensation committees. As a small business,
we do not have the resources to engage additional individuals to perform these
functions. Our sole director performs these functions. However, she is not
considered independent.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the ownership, as of the date of this prospectus,
of our common stock by each of our directors, and by all executive officers and
directors as a group, and by each person known to us who is the beneficial owner
of more than 5% of any class of our securities. As of the date of this
prospectus, there are 5,000,000 shares of our common stock issued and
outstanding. All persons named have sole voting and investment power with
respect to their shares.
Percentage of
Ownership
Percentage of After Fully
Name and Address of No. of Common Stock No. of Common Stock Ownership Subscribed
Beneficial Owner Before Offering After Offering Before Offering Offering
---------------- --------------- -------------- --------------- --------
Rosy Rodrigues 5,000,000 5,000,000 100% 62.5%
H. 190/5 Central Horte,
Aquem, Baixo, Goa, India
CHANGES IN CONTROL
There are currently no arrangements which would result in a change in control of
our company.
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS
On February 19, 2014, we issued 5,000,000 shares of our common stock to our sole
director and officer, Rosy Rodrigues, for a purchase price of $0.005 per share
or for aggregate consideration of $25,000.
30
Rosy Rodrigues, our sole director and officer, provides office space to the
Company at no cost.
Otherwise, none of the following parties has, since our date of incorporation,
had any material interest, direct or indirect, in any transaction with us or in
any presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our outstanding
shares of common stock;
* Our sole promoter, Rosy Rodrigues;
* Any relative or spouse of any of the foregoing persons who has the
same house as such person;
* Immediate family members of directors, director nominees, executive
officers and owners of 5% or more of our common stock
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We have filed a registration statement on Form S-1, of which this prospectus is
a part, with the U.S. Securities and Exchange Commission. Upon completion of the
registration, we will be subject to the informational requirements of the
Exchange Act and, in accordance therewith, will file all requisite reports, such
as Forms 10-K, 10-Q, and 8-K, proxy statements, under Section 14 of the Exchange
Act and other information as required with the Commission. Such reports, proxy
statements, this registration statement and other information, may be inspected
and copied at the public reference facilities maintained by the Commission at
100 F Street, NE, Washington, D.C. 20549. Copies of all materials may be
obtained from the Public Reference Section of the Commission's Washington, D.C.
office at prescribed rates. You may obtain information regarding the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission at http://www.sec.gov.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABLIITIES
Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act 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 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 legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.
31
BAIXO RELOCATION SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FEBRUARY 28, 2014
F-1
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Baixo Relocation Services, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Baixo Relocation Services,
Inc. (A Development Stage Company) as of February 28, 2014, and the related
statements of income, stockholders' equity (deficit), and cash flows since
inception on January 7, 2014 through February 28, 2014. Baixo Relocation
Services, Inc.'s management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Baixo Relocation Services, Inc.
(A Development Stage Company) as of February 28, 2014, and the related
statements of income, stockholders' equity (deficit), and cash flows since
inception on January 7, 2014 through February 28, 2014, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has no revenues, has incurred recurring losses
and recurring negative cash flow from operating activities, and has an
accumulated deficit which raises substantial doubt about its ability to continue
as a going concern. Management's plans concerning these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
-------------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
April 23, 2014
50 S. Jones Blvd, Suite 201 - Las Vegas, NV 89107
Phone: (888)727-8251 Fax: (888)782-2351
F-2
BAIXO RELOCATION SERVICES, INC.
(A Development Stage Company)
BALANCE SHEET
--------------------------------------------------------------------------------
February 28, 2014
-----------------
ASSETS
Current assets
Cash $ 25,000
--------
Total current assets 25,000
--------
Total assets $ 25,000
========
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Current liabilities
Accounts payables and accrued liabilities $ 625
--------
Total current liabilities 625
--------
Total liabilities 625
--------
STOCKHOLDER'S EQUITY
Common stock: $0.001 par value, 75,000,000 shares authorized,
5,000,000 shares issued and outstanding 5,000
Additional paid-in capital 20,000
Deficit accumulated during the development stage (625)
--------
Total stockholder's equity 24,375
--------
Total liabilities and stockholder's equity $ 25,000
========
(The accompanying notes are an integral part of these financial statements)
F-3
BAIXO RELOCATION SERVICES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
For the Period From
January 7, 2014
(inception) to
February 28, 2014
-----------------
Expenses:
General and administrative expenses $ 625
---------
Total operating expenses 625
---------
Net loss $ (625)
=========
Net loss per share - basic and diluted $ 0.00
=========
Weighted average shares outstanding -
basic and diluted 123,288
=========
(The accompanying notes are an integral part of these financial statements)
F-4
BAIXO RELOCATION SERVICES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
For the period January 7, 2014 (Inception) to February 28, 2014
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Stock Additional During the
---------------------- Paid-in Development
Number Par Value Capital Stage Total
------ --------- ------- ----- -----
Balance, January 7, 2014 (inception) -- $ -- $ -- $ -- $ --
Common stock issued for cash on
February 19, 2014 5,000,000 5,000 20,000 -- 25,000
Net loss -- -- -- (625) (625)
--------- -------- -------- ------- --------
Balance, February 28, 2014 5,000,000 $ 5,000 $ 20,000 $ (625) $ 24,375
========= ======== ======== ======= ========
(The accompanying notes are an integral part of these financial statements)
F-5
BAIXO RELOCATION SERVICES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
For the Period From
January 7, 2014
(inception) to
February 28, 2014
-----------------
Cash flows from operating activities
Net loss $ (625)
Adjustment to reconcile net loss to net
cash used in operating activities
Change in operating assets and liabilities
Accounts payables and accrued liabilities 625
--------
Net cash flows used in operating activities --
--------
Cash flows from financing activities
Proceeds from issuance of common stock 25,000
--------
Net cash flows provided by financing activities 25,000
--------
Change in cash 25,000
Cash - beginning of period --
--------
Cash - end of period $ 25,000
========
Supplemental cash flow disclosures
Cash paid For:
Interest $ --
Income tax $ --
========
(The accompanying notes are an integral part of these financial statements)
F-6
BAIXO RELOCATION SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2014
--------------------------------------------------------------------------------
1. NATURE AND CONTINUANCE OF OPERATIONS
Baixo Relocation Services, Inc. (the "Company") was incorporated in the state of
Nevada on January 7, 2014 ("Inception") and is in the development stage. The
Company intends to operate as a relocation service provider for clients moving
to the State of Goa, India. The Company's corporate headquarters are located in
Baixo, India and its fiscal year-end is February 28.
In accordance with Accounting Standards Codification ("ASC") 915, the Company is
considered to be in the development stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced operations.
2. GOING CONCERN
These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred a loss since inception resulting in an accumulated deficit
of $625 as at February 28, 2014 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. In addition to operational expenses, as
the Company executes its business plan, it is incurring expenses related to
complying with its public reporting requirements. The Company will need to raise
capital in the next twelve months. In order to remain in business. The ability
to continue as a going concern is dependent upon the Company generating
profitable operations in the future and/or obtaining the necessary financing to
meet its obligations and repay its liabilities arising from normal business
operations when they come due. Management intends to finance operating costs
over the next twelve months with existing cash on hand and proceeds from its
public offering. The Company has no written or verbal commitments from
stockholders, director or officers to provide the Company with any form of cash
advances, loans or other sources of liquidity to meet its working capital needs.
The accompanying financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets
or the amounts and classifications of liabilities that may result from the
possible inability of the Company to continue as a going concern.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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. The Company has elected February 28, year end. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the period presented have been reflected herein.
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 generated from operations
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
F-7
BAIXO RELOCATION SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2014
--------------------------------------------------------------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
Fair Value of Financial Instruments
The Company has determined the estimated fair value of financial instruments
using available market information and appropriate valuation methodologies. The
fair value of financial instruments classified as current assets or liabilities
approximate their carrying value due to the short-term maturity of the
instruments.
Foreign Currency Translation
The Company's functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
using the exchange rate prevailing at the balance sheet date. Non-monetary
assets and liabilities denominated in foreign currencies are translated at rates
of exchange in effect at the date of the transaction. Average monthly rates are
used to translate expenses. Revenue and expenses are translated at average rates
of exchange during the year. Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances are included
in the determination of net income (loss). The Company has not, to the date of
these financial statements, entered into derivative instruments to offset the
impact of foreign currency fluctuations.
Revenue Recognition
The Company has no current source of revenue; therefore the Company has not
adopted a policy regarding the recognition of revenue.
Basic and Diluted Loss per Share
Basic loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Since the
Company does not have any potentially dilutive securities, the accompanying
presentation shows basic and dilutive loss per share as one amount.
Stock-based Compensation
The Company records stock-based compensation using the fair value method of
valuing stock options and other equity-based compensation issued. The Company
has not granted any stock options since its inception. Accordingly, no
stock-based compensation has been recorded.
Intellectual Properties
The Company has adopted the provisions of ASC 350-50, Website Development Costs.
Costs incurred in the planning stage of a website are expensed as research and
development while costs incurred in the development stage are capitalized and
amortized over the life of the asset, estimated to be five years. Costs incurred
subsequent to the launch will be expensed as research and development. The
Company will expense the costs of upgrades and revisions to its website as
incurred. The Company has not incurred costs for the period ended February 28,
2014.
F-8
BAIXO RELOCATION SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2014
--------------------------------------------------------------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The Company follows the liability method of accounting for income taxes.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The effect of a change in tax rates on deferred
tax assets and liabilities is recognized in income or expense during the period
that includes the date of enactment or substantive enactment.
At February 28, 2014 a full deferred tax asset valuation allowance has been
provided and no deferred tax asset benefit has been recorded.
Recently Adopted and Recently Enacted Accounting Pronouncements
The Company has reviewed recent accounting pronouncements issued by the FASB
(including its EITF), the AICPA, and the SEC and believes that none of them will
have a material impact on the Company's financial statements.
4. CAPITAL STOCK
The total number of common shares authorized that may be issued by the Company
is 75,000,000 shares with a par value of $0.001 per share.
During the period ended February 28, 2014, the Company issued 5,000,000 shares
of common stock for total cash proceeds of $25,000 to the Company's director.
At February 28, 2014, there were no issued and outstanding stock options or
warrants.
5. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Ms. Rosy
Rodrigues, officer and director of the Company, is currently providing the
Company with use of office space and services at no charge. The Company's
officer and director is involved in other business activities and may face a
conflict in selecting between the Company and her other business interests. The
Company has adopted a Code of Business Conduct and Ethics.
The officer and director of the Company will not be paid for any underwriting
services that she will form on behalf of the Company with respect to the
Company's public offering.
F-9
BAIXO RELOCATION SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2014
--------------------------------------------------------------------------------
6. INCOME TAXES
As of February 28, 2014, the Company had net operating loss carry forwards of
approximately $625 that may be available to reduce future years' taxable income
through 2034. 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 in compliance with the liability method of
accounting for income taxes and accordingly, the Company has recorded a
valuation allowance for the deferred tax asset relating to these tax loss
carry-forwards.
The components of the deferred tax asset, the statutory tax rate, the effective
tax rate and the elected amount of the valuation allowance are indicated below:
For the
Period Ended
February 28, 2014
-----------------
Operating loss $ 625
Statutory tax rate 15%
Refundable federal income tax attributable to
current operations 94
Change in valuation allowance (94)
--------
Net refundable amount $ --
========
The cumulative tax effect at the expected rate of 34% of significant items
comprising the net deferred tax amount is:
February 28, 2014
-----------------
Deferred tax asset attributed to:
Net operating loss $ 94
Less, valuation allowance (94)
--------
Net deferred tax assets $ --
========
The Company has provided a valuation allowance against its deferred tax assets
since there is substantial uncertainty as to the Company's ability to realize
future tax benefits through utilization of operating loss carry forwards.
7. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through April 23, 2014, the date
these financial statements were available for issuance. Subsequent to the fiscal
period ended February 28, 2014, the Company did not have any material
recognizable subsequent events.
F-10
BAIXO RELOCATION SERVICES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
(Unaudited)
MAY 31, 2014
F-11
Baixo Relocation Services, Inc.
(A Development Stage Company)
Balance Sheets
(unaudited)
--------------------------------------------------------------------------------
May 31, 2014 February 28, 2014
------------ -----------------
$ $
ASSETS
Current assets
Cash 20,368 25,000
Prepaid 1,300 --
-------- --------
Total current assets 21,668 25,000
-------- --------
Total assets 21,668 25,000
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities 2,066 625
-------- --------
Total current liabilities 2,066 625
-------- --------
Total liabilities 2,066 625
-------- --------
STOCKHOLDER'S EQUITY
Common stock: $0.001 par value, 75,000,000 authorized,
5,000,000 issued and outstanding as of May 31, 2014
and February 28, 2014 5,000 5,000
Additional paid-in capital 20,000 20,000
Deficit accumulated during the development stage (5,398) (625)
-------- --------
Total stockholder's equity 19,602 24,375
-------- --------
Total liabilities and stockholder's equity 21,668 25,000
======== ========
(The accompanying notes are an integral part of these financial statements)
F-12
Baixo Relocation Services, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
--------------------------------------------------------------------------------
For the For the Period From
Three Months January 7, 2014
Ended (inception) to
May 31, 2014 May 31, 2014
------------ ------------
$ $
Expenses
General and administrative 4,773 5,398
---------- ----------
Net loss (4,773) (5,398)
========== ==========
Net loss per share - basic and diluted (0.00)
==========
Weighted average shares outstanding - basic and diluted 5,000,000
==========
(The accompanying notes are an integral part of these financial statements)
F-13
Baixo Relocation Services, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
For the For the Period From
Three Months January 7, 2014
Ended (inception) to
May 31, 2014 May 31, 2014
------------ ------------
$ $
Cash flows from operating activities
Net loss (4,773) (5,398)
Adjustments to reconcile to net cash
used in operating activities:
Change in operating assets and liabilities
Prepaid (1,300) (1,300)
Accounts payables and accrued liabilities 1,441 2,066
-------- --------
Net cash used in operating activities (4,632) (4,632)
-------- --------
Cash flows from financing activities
Proceeds from issuance of common stock -- 25,000
-------- --------
Net cash provided by financing activities -- 25,000
-------- --------
Change in cash (4,632) 20,368
Cash - beginning of period 25,000 --
-------- --------
Cash - end of period 20,368 20,368
======== ========
Supplemental cash flow disclosures Cash paid For:
Interest -- --
Income tax -- --
======== ========
(The accompanying notes are an integral part of these financial statements)
F-14
Baixo Relocation Services, Inc.
(A Development Stage Company)
Notes to the financial statements
May 31, 2014
(Unaudited)
--------------------------------------------------------------------------------
NOTE 1: NATURE AND CONTINUANCE OF OPERATIONS
Baixo Relocation Services, Inc. (the "Company") was incorporated in the state of
Nevada on January 7, 2014 ("Inception") and is in the development stage. The
Company intends to operate as a relocation service provider for clients moving
to the State of Goa, India. The Company's corporate headquarters are located in
Baixo, India and its fiscal year-end is February 28.
In accordance with Accounting Standards Codification ("ASC") 915, the Company is
considered to be in the development stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced operations.
NOTE 2: BASIS OF PRESENTATION
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim financial statements have been prepared in
accordance with United States generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q of
Regulation S-X. They may not include all information and footnotes required by
United States generally accepted accounting principles for complete financial
statements. However, except as disclosed herein, there has been no material
changes in the information disclosed in the notes to the financial statements
for the period ended February 28, 2014 included in the Company's Registration
Statement (Form S-1) filed with the Securities and Exchange Commission. These
interim unaudited financial statements should be read in conjunction with those
financial statements included in the Registration Statement (Form S-1). In the
opinion of management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating results for the three months ended May 31, 2014 are not necessarily
indicative of the results that may be expected for the year ending February 28,
2014.
NOTE 3: CAPITAL STOCK
The total number of common shares authorized that may be issued by the Company
is 75,000,000 shares with a par value of $0.001 per share.
During the period ended February 28, 2014, the Company issued 5,000,000 shares
of common stock for total cash proceeds of $25,000 to the Company's director.
At May 31, 2014, there were no issued and outstanding stock options or warrants.
NOTE 4: GOING CONCERN
These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company anticipates future losses in the development of its business raising
substantial doubt about the Company's ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company
generating profitable operations in the future and/or obtaining the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due. Management intends to finance operating
costs over the next twelve months with loans from directors, related parties
and/or issuance of common shares.
F-15
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO GIVE YOU DIFFERENT INFORMATION. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR AN OFFER TO BUY THE SECURITIES REFERRED TO IN
THIS PROSPECTUS IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
THE INFORMATION CONTAINED IN THIS ARE CORRECT ONLY AS OF THE DATE SHOWN ON THE
COVER PAGE OF THESE DOCUMENTS, REGARDLESS OF THE TIME OF THE DELIVERY OF THESE
DOCUMENTS OR ANY SALE OF THE SECURITIES REFERRED TO IN THIS PROSPECTUS.
Dealer Prospectus Delivery Obligation
Until ________________, 2014, 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.
BAIXO RELOCATION SERVICES, INC.
3,000,000 SHARES OF COMMON STOCK
PROSPECTUS
___________________, 2014
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered hereby, including those expenses
that we have incurred to date. All such expenses will be borne by the
registrant.
Securities and Exchange Commission registration fee $ 5
Legal and accounting expenses $12,000
Transfer Agent Fees $ 1,000
Edgar formatting and XBRL conversion $ 2,000
-------
Total $15,005
=======
All amounts other than the Commission's registration fee are estimates. All
expenses will be borne by the registrant.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes (the "NRS") and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal
profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
II-1
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
RECENT SALES OF UNREGISTERED SECURITIES
We issued 5,000,000 shares of our common stock to Rosy Rodrigues, our director
and officer, on December 29, 2009. He acquired these 5,000,000 shares at a price
of $0.005 per share for total proceeds to us of $25,000. These shares were
issued pursuant to Regulation S of the Securities Act of 1933 (the "Securities
Act").
REGULATION S COMPLIANCE
For the above offering, we relied upon the following facts to make the
Regulation S exemption available:
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates, nor any person on behalf
of any of the foregoing, made any directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in hedging transactions with regard to such securities unless in
compliance with the Act;
The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; and
We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Act, or pursuant to an available exemption from
registration.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation *
3.2 Bylaws *
5.1 Legal opinion of Stepp Law Corporation with consent to use *
23.2 Consent of Seale and Beers, CPAs
99.1 Subscription Agreement
----------
* filed as an exhibit to our registration statement on Form S-1 dated June
11, 2014
II-2
ITEM 17. UNDERTAKINGS.
The undersigned registrant undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act 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 in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and
(iii) To include 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 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. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, 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 by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
5. 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 the 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.
II-3
6. 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 its 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.
II-4
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 Baixo, Goa, India, on
August 5, 2014.
Baixo Relocation Services, Inc.
By: /s/ Rosy Rodrigues
----------------------------------------
Rosy Rodrigues
President, Chief Executive Officer,
and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
/s/ Rosy Rodrigues President, Chief Executive August 5, 2014
------------------------------- Officer, Principal Financial Officer,
Rosy Rodrigues Principal Accounting Officer, Secretary,
Treasurer and Director
II-