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EX-23.2 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Supreme Legal, Inc.cpaconsent061215.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1/A

 

Amendment No. 5

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

SUPREME LEGAL, INC.

(Exact Name of Registrant As Specified In Its Charter)

 

Nevada   6531   47-1628147

(State or other jurisdiction

of incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

  IRS I.D.

 

27125 Sierra Hwy Suite 306B

Santa Clarita, CA 91351

  91351
 (Address of principal executive offices)   (Zip Code)

 

Mr. John W. Harper

Chief Executive Officer & Chairman

27125 Sierra Hwy Suite 306B

Santa Clarita, CA 91351

310-706-7456

(Name, address and telephone number of agent for service)

 

with copies to:

 

Adam S. Tracy, Esq.

Securities Compliance Group, Ltd.

520 W. Roosevelt Road Suite 201

Wheaton, Il 60187

(888) 978-9901

at@ibankattorneys.com

SEC File No. 333-200308

 

Approximate date of commencement of proposed sale to the 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. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and

 

 

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list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

 

 

 

Large accelerated filer o Accelerated Filer o
Non-accelerated filer o Smaller reporting company x

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per share

Proposed maximum aggregate offering

price

Amount of registration fee
Common Stock 4,000,000 $0.10 $400,000 $46.48

 

 

(1) Calculated under Section 6(b) of the Securities Act of 1933 as .0001162 of the aggregate offering price.

 

We hereby amend this registration statement on such date or dates as may be necessary to delay our effective date until we will 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted under applicable law.

 

 

 

 

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PROSPECTUS SUBJECT TO COMPLETION DATED JUNE 12, 2015

 

Supreme Legal, Inc.

Up to 4,000,000 Common Shares at $0.10 Per Share

 

This is the initial public offering of shares of our common stock. We are offering 4,000,000 shares of our common stock at a price of $0.10 per share. Our common stock is not low listed on any national securities exchange or the NASDAQ stock market, and is not eligible to trade on the OTC Bulletin Board. While we intend to apply for the quotation of our common stock on the OTC Bulletin Board or OTCQB upon effectiveness of the registration statement of which this prospectus forms a part, there can be no assurance that we will meet the minimum requirements for such listing or that a market maker will agreed to file on our behalf the necessary documentation with the Financial Industry Regulatory Authority for such application for quotation to be approved.

 

The offering will terminate upon the earlier to occur of: (i) the sale of all 5,000,000 shares being offered, or (ii) 365 days after this registration statement is declared effective by the Securities and Exchange Commission.

 

We will sell the common shares ourselves and do not plan to use underwriters or pay any commissions. We will be selling our common shares using our best efforts and no one has agreed to buy any of our common shares. There is no minimum amount of common shares we must sell so no money raised from the sale of such common shares will go into escrow, trust or another similar arrangement. We will bear the all of the costs associated with this offering.

 

Our primary line of business is the operation of an online legal forms ecommerce website, found at http://www.supremelegalforms.com. We offer our library of legal forms for sale to small business and consumers in the United States as an affordable and quick alternative to traditional legal services. Our online platform provides each customer with comprehensive and easy access to forms, without sacrificing the personalization and customer care that is inherent in traditional professional services. We also intend to raise revenue by utilizing reciprocal banner advertising to generate additional web traffic and brand awareness

 

Our auditors have indicated in their opinion on our financial statements as of and for the period from inception to March 31, 2015 that there exists substantial doubt as to our ability to continue as a going concern. Moreover, we are an early stage venture with limited operating history. As such, this offering is highly speculative and the common stock being offered for sale involves a high degree of risk and should be considered only be persons who can afford the loss of their entire investment. Readers are encouraged to reference the section entitled “Risk Factors” herein for additional information regarding the risks associated with our company and common stock.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

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The date of this prospectus is June 12, 2015

 

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TABLE OF CONTENTS

 

Summary Information 6
The Offering 7
Risk Factors 11
Use of Proceeds 23
Determination of Offering Price 24
Dividend Policy 24
Dilution 25
Plan of Distribution 26
Description of Securities 28
Business Operations 28
Directors, Officers and Control Persons 30
Security Ownership and Certain Beneficial Owners and Management 31
Certain Relationships and Related Transactions 32
Interests of Named Experts 32
Management’s Discussion and Analysis of Financial Condition and Results of Ops. 32
Market for Common Equity and Related Stockholder Matters 35
Financial Statements 37
Indemnification of Officers and Directors 63
Recent Sales of Unregistered Securities 63
Exhibit Index 63
Undertakings 64
Signatures 65

 

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A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Actual results may differ materially from the predictions discussed in these forward-looking statements.  The economic environment within which we operate could materially affect our actual results.  Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of real estate prices, the possibility that our marketing efforts will not be successful in identifying buyers of real estate, , the Company’s need for and ability to obtain additional financing, and, other factors over which we have little or no control.

 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

SUMMARY INFORMATION

 

As used in this prospectus, references to the “Company,” “we,” “our”, “us” or “Supreme” or “Supreme Legal”. unless the context otherwise indicated.

 

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.

 

The Company

 

Organization:The registrant was incorporated in the State of Nevada on August 19, 2014. Our principal executive offices are located at 27125 Siera Hwy Suite 306B, Santa Clarita, California 91351

 

Management:Our Chief Executive Officer is Mr. John W. Harper. Mr. Harper represents our only officer and director.

 

Capital Structure:We are authorized to issue up to 75,000,000 shares of our common stock. To date, we have issued 5,000,000 shares, all of which are held by our founder and Chief Executive Officer, John William Harper.

 

Plan of Operations:Our primary line of business is the operation of an online legal forms ecommerce website, found at http://www.supremelegalforms.com. We offer our library of legal forms for sale to small business and consumers in the United States as an affordable and quick alternative to traditional legal services. Our online platform provides each customer with comprehensive and easy access to forms, without sacrificing the personalization and customer care that is inherent in traditional

 

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professional services. We also intend to raise revenue by utilizing reciprocal banner advertising to generate additional web traffic and brand awareness.

 

Historical Operations:The Company has limited historical operations. Since its inception on August 19, 2014, the Chief Executive Officer John W. Harper has directed his efforts on the development of our website http://www.supremelegalforms.com and the creation of an internet-based marketing plan, including pay-per-click advertising and search engine optimization.

 

Current Operations:Our Chief Executive Officer is currently focused on expanding and enhancing our internet-based marketing plan. This entails identifying additional value-add “keywords” that would allow for more internet visits through pay-per-click advertising and a lower cost of “conversion” (e.g., lower cost of sales). Moreover, our Chief Executive Officer has sought to continue our organic search engine results through continued search engine optimization efforts, including create web content, press releases and blog posts.

 

Going Concern:Our independent auditor has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and the fact to date have had no significant revenues. Potential investors should be aware that there are difficulties associated with being a new venture, and the high rate of failure associated with this fact. We have an accumulated deficit of ($6,925) at and have had no significant revenues to date. We have incurred a net loss to date of ($6,925) Our future is dependent upon our ability to obtain financing and upon future profitable operations from our operations. These factors raise substantial doubt that we will be able to continue as a going concern.

 

 

The Company has no present plans to be acquired or to merge with another company nor does the registrant, or any of its shareholders, have any plans to enter into a change of control or similar transaction.

 

The Offering

 

Type of Securities Offered:Common Stock.

 

Common Shares Being Sold In this Offering:Four Million (4,000,000)

 

Offering Price:The Company will offer its common shares at $0.10 per share.

 

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Common Shares Outstanding Before the Offering:Five Million (5,000,000)

 

Termination of the Offering:The offering will terminate upon the earlier to occur of: (i) the sale of all 5,000,000 shares being offered, or (ii) 365 days after this registration statement is declared effective by the Securities and Exchange Commission.

 

Best efforts offering:We are offering our Common Stock on a “best efforts” basis through our Chief Executive Officer, who will not receive any discounts or commissions for selling the shares. There is no minimum number of shares that must be sold in order to close this offering.

 

Use of proceeds:We will use the proceeds of this offering to first cover administrative expenses in connection with this offering and then for the general working capital requirements of the Company, including, specifically, advertising and marketing.

 

Market for our Common Stock:There is presently no public market for our common shares. We anticipate applying for quoting of our common shares on the OTC Bulletin Board or OTCQB upon the effectiveness of the registration statement of which this prospectus forms a part. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTCBB and OTCQB, nor can there be any assurance that such application for quotation will be approved.

 

Common Stock Control:Mr. John William Harper, our Chief Executive Officer and only director, currently owns all the issued and outstanding common stock of the company, and will continue to own sufficient common shares to control the operations of the company after this offering, irrespective of its outcome.

 

Penny Stock Regulation:The liquidity of our common stock is restricted as the registrant’s common stock falls within the definition of a penny stock. These requirements may restrict the ability of broker/dealers to sell the registrant's common stock, and may affect the ability to resell the registrant's common stock.

 

Emerging Growth Company

 

We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:

 

1.The last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

 

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2.The last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;

·

3.The date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 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 46, Code of Federal Regulations, or any successor thereto.

 

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment and the effectiveness of the internal control structure and procedures for financial reporting.

 

As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.

 

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

Summary Financial Information

 Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.

 

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SUPREME LEGAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
         
        For the three months ended March 31, 2015
            (unaudited)
             
Revenues         $ 1,500
             
Operating Expenses           3,050
             
Net Income(Loss) from Operations           (1,550)
             
Other Income(Expenses)            
Interest Expense           0
             
Net Income(Loss) from Operations            
  Before Income Taxes           (1,550)
             
  Tax Expense           0
             
Net Income(Loss)         $ (1,550)
             
Basic and Diluted Loss Per Share            
            0.00
Weighted average number            
    of shares outstanding           5,000,000
             
"The accompanying notes are an integral part of these financial statements"

 

 

 

 

 

 

 

 

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RISK FACTORS

 

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding whether to invest in shares of our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks are realized, our business, results of operations, financial condition and future prospects could be materially and adversely affected. In that event, the price of our common stock could decline, and you could lose part or all of your investment. 

 

Risks Related to our Company

 

Our generating minimal revenues from operations makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

 

As of March 31, 2015, we have generated minimal revenues and incurred a loss of ($8,475). As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data.  Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses.  If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price. 

 

 

Our auditor has indicated in its report that there is substantial doubt about our ability to continue as a going concern as a result of our lack of revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

 

Our auditor has indicated in its report that our lack of revenues raise substantial doubt about our ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty. If we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

  

 

Because we have a limited history of operations we may not be able to successfully implement our business plan.

 

We have less than one year of operational history in our industry. Accordingly, our operations are subject to the risks inherent in the establishment of a new business enterprise, including access to capital, successful implementation of our business plan and limited revenue from operations. We cannot assure you that our intended activities or plan of operation will be successful or result in revenue or profit to us and any failure to implement our business plan may have a material adverse effect on the business of the Company.

 

If we fail to effectively manage our growth, our business, brand and reputation, results of operations and financial condition may be adversely affected.

We may experience a rapid growth in operations, which may place significant demands on our management team and our operational and financial infrastructure. As we continue to grow, we must effectively identify, integrate, develop and motivate new employees, and maintain the beneficial aspects of our corporate culture. To attract top talent, we believe we will have to offer attractive compensation packages. The risks of over-hiring or over compensating and the challenges of integrating a rapidly growing employee base may impact profitability.

 

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Additionally, if we do not effectively manage our growth, the quality of our services could suffer, which could adversely affect our business, brand and reputation, results of operations and financial condition. If operational, technology and infrastructure improvements are not implemented successfully, our ability to manage our growth will be impaired and we may have to make significant additional expenditures to address these issues. To effectively manage our growth, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. This will require that we refine our information technology systems to maintain effective online services and enhance information and communication systems to ensure that our employees effectively communicate with each other and our growing base of customers. These system enhancements and improvements will require significant incremental and ongoing capital expenditures and allocation of valuable management and employee resources. If we fail to implement these improvements and maintenance programs effectively, our ability to manage our expected growth and comply with the rules and regulations that are applicable to publicly reporting companies will be impaired and we may incur additional expenses.

We depend heavily on key personnel, and turnover of key senior management could harm our business.

 

Our future business and results of operations depend in significant part upon the continued contributions of our founder and Chief Executive Officer John W. Harper. If we lose his services or if he fails to perform in his current position, or if we are not able to attract and retain skilled employees as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key employees in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.

 

Our management has limited experience in managing the day to day operations of a public company and, as a result, we may incur additional expenses associated with the management of our company.

 

Our founder and Chief Executive Officer John W. Harper is responsible for the operations and reporting of our company. The requirements of operating as a small public company are new to our management. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. We anticipate that the costs associated with SEC requirements associated with going and staying public are estimated to be approximately $25,000 in connection with this registration statement and thereafter $25,000 annually. If we lack cash resources to cover these costs in the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cash flow and financial condition after we commence operations.

 

We may be subject to regulatory inquiries, claims, suits prosecutions which may impact our profitability.

Any failure or perceived failure by us to comply with applicable laws and regulations may subject us to regulatory inquiries, claims, suits and prosecutions. We can give no assurance that we will prevail in such regulatory inquiries, claims, suits and prosecutions on commercially reasonable terms or at all. Responding to, defending and/or settling regulatory inquiries, claims, suits and prosecutions may be time-consuming and divert management and financial resources or have other adverse effects on our business. A negative outcome in any of these proceedings may result in changes to or discontinuance of some of our services, potential liabilities or additional costs that could have a material adverse effect on our business, results of operations, financial condition and future prospects.

We may be unable to continue paying the costs of being public.

 

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The costs of being a public company may be substantial and the Company may not be able to absorb the costs of being a public company which may cause us to cease being public in the future or require additional fundraising in order to remain in business. We estimate that in the future, costs for legal and accounting at $25,000 per year.

 

 

Risks Related to our Business

 

Implications of Being an Emerging Growth Company.

 

As a company with less than $1.0 billion in revenue during its last fiscal year, we qualify as an "emerging growth company" as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies.  These provisions include:

 

  • a requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis included in an initial public offering registration statement;
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  • an exemption to provide less than five years of selected financial data in an initial public offering registration statement;
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  • an exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal controls over financial reporting;
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  • an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;
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  • an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; and
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  • reduced disclosure about the emerging growth company's executive compensation arrangements.

 

An emerging growth company is also exempt from Section 404(b) of Sarbanes Oxley which requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until such time as we cease being a Smaller Reporting Company.

 

As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

 

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

 

We would cease to be an emerging growth company upon the earliest of:

 

-the first fiscal year following the fifth anniversary of this offering,
-the first fiscal year after our annual gross revenues are $1 billion or more,
-the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or
-as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

 

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Our lack of history makes evaluating our business difficult.

 

We have a limited operating history and we may not sustain profitability in the future.

 

To sustain profitability, we must:

 

-develop and identify new clients in need of our services;
-compete with larger, more established competitors in the online legal forms and services industry as well as traditional legal service professionals;
-maintain and enhance our brand recognition; and
-adapt to meet changes in our markets and competitive developments.

 

We may not be successful in accomplishing these objectives. Further, our lack of operating history makes it difficult to evaluate our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development, particularly companies in highly competitive industries. The historical information in this report may not be indicative of our future financial condition and future performance. For example, we expect that our future annual growth rate in revenues will be moderate and likely be less than the growth rates experienced in the early part of our history.

 

Our business and services subject us to complex and evolving U.S. and foreign laws and regulations regarding the unauthorized practice of law, or UPL, legal document processing and preparation, privacy and other matters. These laws and regulations may result in claims, changes to or discontinuance of some of our services, potential liabilities or additional costs that could have a material adverse effect on our business, results of operations, financial condition and future prospects.

Our business involves providing services that meet the legal needs of our customers and, as a result, is subject to a variety of complex and evolving U.S. and foreign laws and regulations, including the following:

-Our business model includes the provision of services that represent an alternative to traditional legal services, which subjects us to allegations of UPL. UPL generally refers to an entity or person giving legal advice who is not licensed to practice law. However, laws and regulations defining UPL, and the governing bodies that enforce UPL rules, differ among the various jurisdictions in which we operate. We are unable to acquire a license to practice law in the United States, or employ licensed attorneys to provide legal advice to our customers, because we do not meet the regulatory requirement of being exclusively owned by licensed attorneys. We are also subject to laws and regulations that govern business transactions between attorneys and non-attorneys, including those related to the ethics of attorney fee-splitting and the corporate practice of law;

 

-Regulation of legal document processing and preparation services varies among the jurisdictions in which we conduct business;

        

Additionally, we are required to comply with laws and regulations related to privacy and the storing, use, processing, disclosure and protection of personal information and other customer data.

 

Our business operations also subject us to laws and regulations relating to general business practices and the manner in which we offer our services to customers subjects us to various consumer laws and

 

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regulations, including false advertising and deceptive trade practices. The scope of these laws and regulations are often vague and broad, and their applications and interpretations are often uncertain and conflicting. Compliance with these disparate laws and regulations requires us to structure our business and services differently in certain jurisdictions. We dedicate significant management time and expense to dealing with these issues and expect that these issues will continue to be a significant focus as we expand into other services and jurisdictions, including those outside the United States.

 

 

Expanding our service offerings or number of offices may not be profitable.

 

We may choose to develop products and services to offer. Developing new offerings involves inherent risks, including:

 

-our inability to estimate demand for the new offerings;
-competition from more established market participants;
-a lack of market understanding.

 

In addition, expanding into new geographic areas and/or expanding current service offerings is challenging and may require integrating new employees into our culture as well as assessing the demand in the applicable market.

 

We may not effectively ensure that our website is accessible and any significant disruption in our online services could adversely affect our business, brand and reputation, results of operations, financial condition and future prospects.

A key element of our business model is the ability of our customers to access our website and our ability to fulfill orders. Our systems may not be adequately designed with the necessary reliability to avoid performance delays, disruptions or outages that could be harmful to our business. At times we have experienced, or may in the future experience, website disruptions, outages, and other performance problems due to a variety of factors, including infrastructure maintenance, human or software errors, capacity constraints, denial-of-service, fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these website performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our website performance, especially during peak usage times, if the number of online services we offer increases, our services become more complex, or our customer traffic grows. If our website is unavailable when customers attempt to access it, our customers may seek other solutions to address their legal needs and may not return to our website in the future. To the extent that we do not effectively address future capacity constraints, upgrade our systems as needed and continually develop our online legal platform to accommodate actual and anticipated technology changes, our business, brand and reputation, results of operations, financial condition and future prospects could be adversely affected.

If we fail to adequately protect our website from computer malware, viruses, hacking, phishing and denial-of-service attacks, our brand and reputation and our ability to retain existing customers and attract new customers could be harmed.

Computer malware, viruses, hacking, phishing and denial-of-service attacks have become more prevalent in the online services industry. Denial-of-service attacks, a type of security attack which affects access to and speed of operation of our website, have occurred on our systems in the past, and may occur on our systems in the future. Any failure to maintain performance, reliability, security, and availability of our interactive legal documents services and online technology platform to the satisfaction of our customers may harm our brand and reputation and our ability to retain existing customers and attract new customers, which could adversely affect our business, results of operations and financial condition.

We are subject to risks related to accepting credit and debit card payments that may harm our business or expose us to additional costs and liabilities.

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We accept payments from our customers primarily through credit and debit card transactions. For credit and debit card payments, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We rely on a third party to provide payment processing services, including the processing of our credit and debit card transactions, and it could interrupt our business if this third party becomes unwilling or unable to provide these services to us. If our processing vendor has problems with our billing software, or the billing software malfunctions, we could lose customers which could decrease our revenues. In addition, if our billing software fails to work properly and, as a result, we do not automatically charge our subscribers' credit cards on a timely basis or at all, our revenues could be adversely affected.

We are also subject to payment card industry rules, certification requirements and rules governing electronic funds transfer, any of which could change or be reinterpreted to make it more difficult for us to comply. Our failure to comply fully with these rules or requirements may subject us to fines, higher transaction fees, penalties, damages, and civil liability and may result in the loss of our ability to accept credit and debit card payments, which could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Our Common Stock

Due to the lack of a current public market for our stock, investors may have difficulty in selling stock they purchase

 

Prior to this Offering, no public trading market existed for the Company’s securities. There can be no assurance that a public trading market for the Company’s common stock will develop or that a public trading market, if develop, will be sustained. The common stock sold pursuant to this prospectus will be freely tradable, however will not be eligible for quotation on the Over the Counter Bulletin Board. Although the Company intends to become eligible for quotation on the Over the Counter Bulletin Board through having a registered broker dealer submit a Form 15c211 with the National Association of Securities Dealers, there can be no assurance as to when the Company’s common stock will be declared eligible for quotation on the OTCBB. In addition, while the Company’s common stock may be eligible for quotation on the "Pink Sheets", the Company does not intend on pursuing having its common stock listed for quotation on the Pink Sheets. Thus, it is anticipated that there will be little or no market for the Shares until the Company is eligible to have its common stock quoted on the OTCBB and as a result, an investor may find it difficult to dispose of any Shares purchased hereunder. Because there is none and may be no public market for the Company’s stock, the Company may not be able to secure future equity financing which would have a material adverse effect on the Company.

 

Furthermore, when and if the Company’s common stock is eligible for quotation on the OTCBB, there can also be no assurance as to the depth or liquidity of any market for the common stock or the prices at which holders may be able to sell the shares.

 

As a result, investors could find it more difficult to trade, or to obtain accurate quotations of the market value of, the stock as compared to securities that are traded on the NASDAQ trading market or on an exchange. and an investor may find it difficult to dispose of any Shares purchased hereunder.

Upon effectiveness of this registration statement, we will be subject to the 15(d) reporting requirements under the Securities Exchange Act of 1934, which does not require a company to file all the same reports and information as fully reporting companies.

 

Upon effectiveness of this registration statement, we will be subject to the 15(d) reporting requirements according to the Securities Exchange Act of 1934. As a Section 15(d) filer, we will be required to file quarterly and annual reports during the fiscal year in which our registration statement is declared effective; however, such duty to file reports shall be suspended as to any fiscal year, other than the fiscal year within which such registration statement became effective, if, at the beginning of such fiscal year the securities of each class are held of record by less than 300 persons.  In addition, as a filer subject to Section 15(d) of the Exchange Act, we are not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; we will be subject to only limited portions of the tender offer

 

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rules; our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our company ; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of our equity securities will not be required to report information about their ownership positions in the securities. As such, shareholders will not have access to certain material information which would otherwise be required if it was a fully reporting company pursuant to an Exchange Act registration

 

If we are not required to continue filing reports under Section 15(d) of the Securities Exchange Act of 1934 in the future, for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A, our common shares (if listed or quoted) would no longer be eligible for quotation, which could reduce the value of your investment.

 

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d).  However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common stock can no longer be quoted on the OTC Markets OTC Link, which could reduce the value of your investment.  Of course, there is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective.  Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC.  In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.  

 

We have not paid dividends and do not anticipate the payment of dividends.

 

The Company does not currently intend to pay cash dividends on its common stock and does not anticipate paying such dividends at any time in the foreseeable future. At present, the Company will follow a policy of retaining all of its earnings, if any, to finance the development and expansion of its business. Because no dividends will be paid, purchasers of shares should not expect any return on their investment in the form of cash dividends.

 

You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

 

As of effectiveness of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in this prospectus).  Except during the year that our registration statement becomes effective, these reporting obligations may (in our discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A (which we have no current plans to file).  If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted.  After this registration statement on Form S-1 becomes effective, we will be required to deliver periodic reports to security holders.  However, we will

 

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not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act.  Previously, a company with more than 500 shareholders of record and $10 million in assets had to register under the Exchange Act.  However, the JOBS Act raises the minimum shareholder threshold from 500 to either 2,000 persons or 500 persons who are not "accredited investors" (or 2,000 persons in the case of banks and bank holding companies).  The JOBS Act excludes securities received by employees pursuant to employee stock incentive plans for purposes of calculating the shareholder threshold.  This means that access to information regarding our business and operations will be limited.

 

Risks Related to the Market for our Stock

 

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

 

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future.

 

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations.  We may not be able to secure a listing containing all of this information.  Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: : AL, CA, IL, KY, LA, MT, NH, NY, PA, TN and VA

 

Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

 

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

 

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.  We anticipate that our common stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

 

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the

 

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securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

 

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

 

Sales of our common stock under Rule 144 could reduce the price of our stock.

 

There are zero (0) shares of our common stock held by non-affiliates and 5,000,000 shares held by affiliates that Rule 144 of the Securities Act of 1933 defines as restricted securities.

 

4,000,000 newly issued shares are being registered in this offering, however all of the remaining shares will still be subject to the resale restrictions of Rule 144.  In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

 

Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, none of which are independent, to perform these functions.

 

We do not have an audit or compensation committee comprised of independent directors.  Indeed, we do not have any audit or compensation committee.  These functions are performed by the board of directors as a whole.  No members of the board of directors are independent directors.  Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

 

Our Chief Executive Officer and Director owns a significant percentage of our outstanding voting securities which could reduce the ability of minority shareholders to effect certain corporate actions.

 

Our Chief Executive Officer and Director John W. Harper owns all of our outstanding voting securities. As a result, currently, and after the offering, he will possess a significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

 

There may not be funds available for net income because our Chief Executive Officer and Director maintains significant control and can determine her own salary and perquisites.

 

Our Chief Executive Officer and Director John W. Harper owns all of our outstanding voting securities. As a result, there may not be funds available for net income because he maintains significant control and can determine her own salary and perquisites.

 

Because our Chief Executive Officer and Director holds all of our shares of common stock, it may not be possible to have adequate internal controls.

 

Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404") requires our management to report on the operating effectiveness of the Company's Internal Controls over financial reporting for the year ending December 31 following the year in which this registration statement is declared effective. We must establish an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. However, because our Chief Executive Officer

 

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and Director John W. Harper owns all of our outstanding voting securities, and will continue to own the majority of our voting securities after the offering, it may not be possible to have adequate internal controls.  We cannot predict what affect this will have on our stock price.

 

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

We may, in the future, issue additional shares of common stock, which would reduce investors’ percent of ownership and may dilute our share value.

 

Our Articles of Incorporation, as amended, authorize the issuance of 75,000,000 shares of common stock.  As of the date of this prospectus the Company had 5,000,000 shares of common stock outstanding. Accordingly, we may issue up to an additional 70,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

 

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

 

We may offer to sell our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to rely upon the operative facts as the basis for such exemption, including information provided by investor themselves.

 

If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

 

Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of the Company.

 

Though not now, we may be or in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition

 

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of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

 

The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

 

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.

 

Nevada’s control share law may have the effect of discouraging takeovers of the corporation.

 

In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acuiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

 

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of Supreme from doing so if it cannot obtain the approval of our board of directors.

 

There is no current established trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.

 

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained.  While we intend to seek a quotation on the OTC Bulletin Board, there can be no assurance that any such trading market will develop, and purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.

 

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

 

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate

 

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paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

 

Opt-in right for emerging growth company

 

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

If we are not required to continue filing reports under Section 15(d) of the Securities Exchange Act of 1934 in the future, for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A, our common shares (if listed or quoted) would no longer be eligible for quotation, which could reduce the value of your investment.

 

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d). As a filer under Exchange Act 15(d) we are not subject to the third-party tender offer rules, short swing trading provisions of Section 16 and Regulation FD. However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common stock can no longer be quoted on the OTC Markets OTC Link, which could reduce the value of your investment. Of course, there is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective. Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

 

Some of the statements in this prospectus are “forward-looking statements.”  These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  These factors include, among others, the factors set forth above under “Risk Factors.”  The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements.  We caution you not to place undue reliance on these forward-looking statements.  We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments.  However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer and as an issuer of penny stocks.  Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

 

USE OF PROCEEDS

 

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.10. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. There is no guarantee that we will receive any proceeds from the offering.

 

    25% of Offering Sold   50% of Offering Sold   75% of Offering Sold   100% of Offering Sold
Offering Proceeds                
                 
Shares Sold                       1,000,000                       2,000,000                       3,000,000                       4,000,000
Gross Proceeds    $                    100,000    $                    200,000    $                    300,000    $                    400,000
Total Before Expenses    $                    100,000    $                    200,000    $                    300,000    $                    400,000
                 
Offering Expenses                
Accounting    $                      12,000    $                      12,000    $                      12,000    $                      12,000
Legal    $                        9,500    $                      10,000    $                      10,500    $                      11,000
Publishing/EDGAR    $                        1,500    $                        1,500    $                        1,500    $                        1,500
Transfer Agent    $                        2,000    $                        2,250    $                        2,500    $                        2,750
SEC Filing Fee    $                             50    $                             50    $                             50    $                             50
Total Operating Expenses    $                      25,050    $                      25,800    $                      26,550    $                      27,300
                 
Net Offering Proceeds    $                      74,950    $                    174,200    $                    273,450    $                    372,700
                 
Expenditures                
Accounting    $                      16,000    $                      16,000    $                      16,000    $                      16,000
Legal    $                      10,000    $                      15,000    $                      20,000    $                      25,000
Office Lease & Equipment    $                        3,500    $                        4,000    $                        4,500    $                        5,000
Web Site Development    $                        5,000    $                        5,000    $                        5,000    $                        5,000
Marketing & Advertising    $                      21,250    $                      66,250    $                    116,250    $                    146,250
Misc. Expenses    $                      19,200    $                      67,950    $                      51,700    $                    100,450
Salaries & Commissions    $                              -       $                              -       $                      60,000    $                      75,000
Total Expenditures    $                      74,950    $                    174,200    $                    273,450    $                    372,700
                 
Net Remaining Proceeds    $                              -       $                              -       $                              -       $                              -   

 

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The above figures represent only estimated costs. This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the status of and results from operations. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. Furthermore, we anticipate that we will need to secure additional funding for the fully implement our business plan.

 

In the event we are not successful in selling all of the securities we would utilize any available funds raised in the following order of priority:

 

-for general and administrative expenses, including legal and accounting fees and administrative support expenses incurred in connection with our reporting obligations with the SEC;
-for sales and marketing;
-office lease expenses and office equipment; and
-salaries for our Chief Executive Officer and the hiring of 1-2 additional full time employees

 

Our current corporate offices are located at 27125 Sierra Hwy Suite 306B, Santa Clarita, CA 91351. These offices are provided free of charge by John W. Harper, our Chief Executive Officer. Mr. Harper personally leases the office space and currently offers the space to the Company as its corporate office free of charge. If we are able to raise sufficient capital through this offering, we will seek to lease a larger, dedicated space at no more than $2,000 per month.

 

 

DETERMINATION OF OFFERING PRICE

 

Our management has determined the offering price for the common shares being sold in this offering.  The price of the shares we are offering was arbitrarily determined. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. The factors considered were:

 

-our lack of operating history;
-our capital structure; and
-the background of our Chief Executive Officer.

 

As a result, the $0.10 per share offering price of our common stock does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time.  The price is not based on past earnings, nor is it indicative of the current market value of our assets. No valuation or appraisal has been prepared for our business.  You cannot be sure that a public market for any of our securities will develop.

 

DIVIDEND POLICY

 

We have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.

 

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DILUTION

 

If you purchase any of the shares offered by this prospectus, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Dilution results from the fact that the initial public offering price per share is substantially in excess of the book value per share attributable to the existing stockholder for the presently outstanding stock. As of March 31, 2015, our net tangible book value was $(7,975), or $(0.0015) per share of common stock. Net tangible book value per share represents the amount of our total tangible assets (excluding deferred offering costs) less total liabilities, divided by 5,000,000, the number of shares of common stock outstanding at March 31, 2015.

 

The following table sets forth as of March 31, 2015, the number of shares of common stock purchased from us and the total consideration paid by our existing stockholder and by new investors in this offering if new investors purchase 25%, 50%, 75% or 100% of the offering, after deduction of offering expenses, assuming a purchase price in this offering of $0.10 per share of common stock.

 

    25% of Offering Sold   50% of Offering Sold   75% of Offering Sold   100% of Offering Sold
Offering Price Per share    $             0.10    $             0.10    $             0.10    $             0.10
Post Offering Net Tangible Book Value    $         66,975    $       166,225    $       265,475    $       364,725
Post Offering Net Tangible Book Value Per Share    $         0.0670    $         0.0831    $         0.0885    $         0.0912
Pre-Offering Net Tangible Book Value Per Share    $       0.0015    $       0.0015    $       0.0015    $       0.0015
Increase (Decrease) Net Tangible Book Value Per Share After Offering for Original Shareholder    $         0.0655    $         0.0816    $         0.0870    $         0.0897
                 
Dilution Per Share for New Shareholders    $             0.03    $             0.02    $             0.01    $             0.01
Percentage Dilution Per Share for New Shareholders 35%   18%   13%   10%
Capital Contribution by Purchasers of Shares    $       100,000    $       200,000    $       300,000    $       400,000
Capital Contribution by Existing Shares    $              500    $              500    $              500    $              500
% Contribution by Purchasers of Shares   99.50%   99.75%   99.83%   99.88%
% Contribution by Existing Shareholder   0.50%   0.25%   0.17%   0.12%
Gross Offering Proceeds    $       100,000    $       200,000    $       300,000    $       400,000
Anticipated Net Offering Proceeds    $         74,950    $       174,200    $       273,450    $       372,700
# of Shares After Offering Held by Public Investors        1,000,000          2,000,000          3,000,000          4,000,000
Total Shares Issued and Outstanding          6,000,000          7,000,000          8,000,000          9,000,000
% of Shares - Purchasers After Offering   17%   29%   38%   44%
% of Shares - Existing Shareholder After Offering   83%   71%   62%   56%

 

 

Assuming the Issuer sells the entire offering of 4,000,000 shares, after giving effect to the sale of common shares in this offering, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2015 would have been $364,265, or $.09 per share. This amount represents an immediate increase in the as adjusted net tangible book value of $.089 per share to our existing stockholder and an immediate dilution in the as adjusted net tangible book value of approximately $0.01 per share to new investors purchasing common shares in this offering. We determine dilution by subtracting the as adjusted net tangible book value per share after the offering from the amount of cash that a new investor paid for a share of common stock.

 

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  PLAN OF DISTRIBUTION

 

This prospectus relates to the sale of 4,000,000 common shares.

 

We will sell the common shares ourselves and do not plan to use underwriters or pay any commissions. We will be selling our common shares using our best efforts and no one has agreed to buy any of our common shares. This prospectus permits our officers and directors to sell the common shares directly to the public, with no commission or other remuneration payable to them for any common shares they may sell. There is no plan or arrangement to enter into any contracts or agreements to sell the common shares with a broker or dealer. Our officers and directors will sell the common shares and intend to offer them to friends, family members and business acquaintances. There is no minimum amount of common shares we must sell so no money raised from the sale of our common shares will go into escrow, trust or another similar arrangement.

 

The common shares are being offered by John W. Harper, the Company’s Chief Executive Officer and Director. Mr. Harper will be relying on the safe harbor in Rule 3a4-1 of the Securities Exchange Act of 1934 to sell the common shares. No sales commission will be paid for common shares sold by Mr. Harper. Mr. Harper is not subject to a statutory disqualification and is not associated persons of a broker or dealer.

 

Additionally, Mr. Harper primarily performs substantial duties on behalf of the registrant otherwise than in connection with transactions in securities. Mr. Harper has not been a broker or dealer or an associated person of a broker or dealer within the preceding 12 months and they have not participated in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act of 1934.

 

The offering will terminate upon the earlier to occur of: (i) the sale of all 5,000,000 shares being offered, or (ii) 365 days after this registration statement is declared effective by the Securities and Exchange Commission.

 

These are no finders.

 

Under the rules of the Securities and Exchange Commission, our common stock will come within the definition of a “penny stock” because the price of our common stock is below $5.00 per share. As a result, our common stock will be subject to the "penny stock" rules and regulations. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission’s regulations concerning the transfer of penny stock. These regulations require broker-dealers to:

 

- Make a suitability determination prior to selling penny stock to the purchaser;

- Receive the purchaser’s written consent to the transaction; and

- Provide certain written disclosures to the purchaser.

 

These requirements may restrict the ability of broker/dealers to sell our common stock, and may affect the ability to resell our common stock.

 

 

OTC Bulletin Board Considerations

 

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We anticipate that after this registration statement is declared effective, market makers will enter “piggyback” quotes and our securities will thereafter trade on the OTC Bulletin Board.

 

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.

 

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Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the bulletin board is that the issuer be current in its reporting requirements with the SEC.

 

Although we anticipate listing on the OTC Bulletin board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

 

Investors must contact a broker-dealer to trade OTC Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

 

Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

 

Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

 

There is no guarantee that our stock will ever be quoted on the OTC Bulletin Board.

 

Blue Sky Law Considerations

 

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. There is no guarantee that our stock will ever be quoted on the OTC Bulletin Board.  We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption”. This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: AL, CA, IL, KY, LA, MT, NH, NY, PA, TN and VA.

 

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

 

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DESCRIPTION OF SECURITIES

 

The following description as a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws.  The Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

 


Common Stock


We are authorized to issue 75,000,000 shares of common stock with $0.0001 par value per share. As of the date of this registration statement, there were 5,000,000 shares of common stock issued and outstanding held by one (1) shareholder, our Chief Executive Officer and Director Mr. John W. Haper

 

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

 

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

 

Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or windup, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control.

 

Upon completion of the offering, Olde Monmouth Stock Transfer will act as the registrant's transfer agent.

 

The Company is not authorized to issue any other equity securities other than the afore-described common stock.

 

BUSINESS OPERATIONS

 

The company was incorporated on August 19, 2014 in the state of Nevada. Our primary line of business is the operation of an online legal forms ecommerce website, found at http://www.supremelegalforms.com. We offer our library of legal forms for sale to small business and consumers in the United States as an affordable and quick alternative to traditional legal services. Our online platform provides each customer with comprehensive and easy access to forms, without sacrificing the personalization and customer care that is inherent in traditional professional services. We also intend to raise revenue by utilizing reciprocal banner advertising to generate additional web traffic and brand awareness

 

Due to startup costs, legal and accounting expenses, the company has suffered net losses of ($7,975) from inception to March 31, 2015

 

Revenues

 

The Company offers its legal forms for sale on its website for $9.95 per form. In addition, we drive additional revenue through our website by selling advertisement placements to third parties on our website. Currently, we have three contracts (3) with website proprietors to display their banner ads on our website at a minimum cost of $1,000.00 per month. Of our three advertising contracts, two of our clients are owned by the same individual.

 

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 Each of our agreements for placement of banner ads are based upon a minimum monthly payment by the advertiser of $1,000.00. The agreement further provides that for each impression (e.g., appearance) of that advertiser's ad, the advertiser will be charged a unit cost - in such instance, $0.05 per impression. When the cumulative monthly impressions exceed the minimum payment of $1,000 we will invoice the advertiser for the amount due in excess of the $1,000. The agreements provide for a total maximum impressions of 20,000 per month. The amount of impressions will increase as visitors to our website increase.

 

Market Opportunity

 

As traditional legal services become increasingly more expensive, and consumers and small businesses are gravitating towards fast, low cost solutions, Management believes that in offering a comprehensive library of legal forms will offer our target clients affordable, do-it-yourself solutions. As such, consumers, entrepreneurs and the general public will increase their demand for affordable legal services as the marketplace comes to accept legal forms as a suitable alternative to traditional legal services. We will use the major search engines as well as other forms of internet advertising and partnerships with providers of digital currency related products and services as tools to attract visitors to our website.

 

Moreover, we will further differentiate ourselves and our revenue stream by selling advertising on our website to advertisers in the legal field.

 

We believe that our ability to sell our legal forms and advertising placements will be due in large part to our ability to direct traffic to our website. A key aspect of generating traffic is a website’s ranking in the major search engines, particularly Google. We intend to focus part of our marketing effort on getting our website ranked as highly as possible in the major search engines. This may include various search engine optimization (SEO) techniques such as the use of meta tags throughout our website, internal linking to optimize the ability of search engines to ‘spider’ our website and soliciting and/or purchasing back links, whereby other websites link to ours. In addition to SEO strategies, we inted to purchase Google AdWords advertisements. AdWords offers pay-per-click (PPC) advertising, cost-per-thousand (CPM) advertising, and site-targeted advertising for text, banner, and rich-media ads. The AdWords program includes local, national, and international distribution. Advertisers select the words that should trigger their ads and the maximum amount they will pay per click or per thousand exposures.

 

Target Markets

 

Our target markets include consumers and small businesses. Of those groups, we intend to target those in need of legal services who are cost-adverse. That is, individuals and small businesses that do not want to utilize traditional legal service providers.

 

Assets of the Company

 

The Company is the owner of approximately 200 legal forms that it offers for sale through its website http://www.supremelegalforms.com. It also owns the domain name supremelegalforms.com. On its domain, the Company hosts an e-commerce capable website built specifically for the Company. The website is fully operational for ecommerce with a secure shopping cart and online payment platform that accepts credit and debit cards. Its trade name, Supreme Legal Forms is not subject to a service mark or copyright but does represent trade dress of the Company.

 

Research and Development

We expect to meet substantial investments in research and development provided adequate capital to increase innovation and develop new services to meet our customers' legal needs. Our research and development efforts are focused on enhancing our existing product offering, which includes (a) expanding the library of legal forms available for sale; (b) developing an online platform for creating dynamic legal documents that our website customers can customize forms online; and (c) developing a web-based legal business consulting and business coaching where customers can interact with business consultants and strategize on how to successfully grow their own business.

Competition

We face intense competition from law firms and solo attorneys, legal document providers (including online providers) and national legal plan providers. We expect such competition to continue to increase. In addition, the competitive landscape can shift rapidly as new companies enter markets in which we compete and existing companies broaden their offerings. This is particularly true for online services, where barriers to entry are lower.

Our primary competition comes from small law firms and solo attorneys. Many of our customers have in the past used law firms or solo attorneys to address their legal needs. Attorneys are generally able to provide direct legal advice that we cannot offer due to regulations regarding the unauthorized practice of law, and firms may develop a competing online legal service division. Our primary online competitors for our interactive legal documents services include BizFilings, US legal forms, and The Company Corporation.

We believe competitive factors for our services include ease of use, breadth of offerings, brand name recognition, reputation, price, quality and customer service. To attract customers, some online competitors are offering free or low-priced entry-level services that may affect our pricing strategy.

Intellectual Property

At present, we do not have any patents, trademarks, licenses, franchises, concessions, and royalty agreements, labor contracts or other proprietary interests.

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Government Regulations

Our business model is not subject to any substantial government regulation. Specifically, we are not subject to the array of laws concerning the unauthorized practice of law, as we are selling legal forms but not providing legal advice or services in conjunction with the sale of such form.

 

Employees

 

With the exception of Mr. John W. Harper we have no employees. We have no employment agreements with any of our management. Mr. Harper will devote his full efforts and time to the company. We will hire necessary personnel based on an as needed basis only on a per contract basis to be compensated directly from revenues. Mr. John W. Harper will work on a fulltime basis.

 

Reports to Security Holders

 

After we complete this offering, we will be required to file reports with the SEC under section 13 (a) or 15(d) of the Exchange Act (supplementary and periodic information for an issuer which shall file a registration statement which has become effective pursuant to the Securities Act of 1933, as amended, shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors). The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC ’ s Public Reference Room or visiting the SEC ’ s Internet website (see“ Available Information ” above). The Company may elect, in a period up to 90 days after the termination of this offering, to file a Form 8A making the Company a mandatory reporting issuer under the Securities and Exchange Act of 1934 as Amended.

 

Properties

 

Our current corporate offices are located at 27125 Sierra Hwy Suite 306B, Santa Clarita, CA 91351. Our telephone number is 1-310-706-7456. These offices are provided free of charge by John W. Harper, our Chief Executive Officer John W. Harper personally leases the office space and currently offers the space to the Company as its corporate office free of charge. If we are able to raise sufficient capital through this offering, we will seek to lease a larger, dedicated space at no more than $1,500 per month.

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

 

The board of directors elects our executive officers annually.  A majority vote of the directors who are in office is required to fill vacancies.  Each director shall be elected for the term of one year, and until her successor is elected and qualified, or until her earlier resignation or removal. Our directors and executive officers are as follows:

 

Name   Age   Position
John W. Harper   26   Founder, Chief Executive Officer, Director

 

Mr. John W. Harper has eight years of diversified experience in communications, marketing, operations, project management and customer services. From October, 2006 until July, 2012, Mr. Harper was engaged as a self-employed public relations professional in which his duties included, among other things: (a) implementing marketing strategies to promote products; (b) initiating new marketing procedures to increase product sales; (c) analyzed various marketing channels to optimize product marketing; and (d) performed market research

 

In 2012, Mr. Harper joined the Patricola public relations firm also in Beverly Hills. His experience includes having designed, developed and marketed of his company’s website and online presence. Additional experience includes online marketing experience, include search engine optimization and pay per click advertising, market research and analysis and cross channel marketing including direct telephone sales and radio/TV advertising.

 

Corporate Governance

 

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for their purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.

 

Family Relationships

 

None

 

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Involvement in Certain Legal Proceedings

 

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

 

· Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,

 

· Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),

 

· Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities,

 

· Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

· Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.

 

· Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.

 

· Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

 

 

 

 

 

Executive Compensation

 

Since inception, we have not paid any compensation to our officers. Mr. John W. Harper purchased his 5,000,000 common shares for $500 in cash from personal funds.

 

We may elect to award a cash bonus to key employees, directors, officers and consultants based on meeting individual and corporate planned objectives.

 

We do not have any standard arrangements by which directors are compensated for any services provided as a director. No cash has been paid to the directors in their capacity as such.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group.  To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted.  There are not any pending or anticipated arrangements that may cause a change in control.

 

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.  The business address of the shareholders is 27125 Sierra Hwy Suite 306B, Santa Clarita, CA 91351.

 

Name   Number of Shares of Common stock     Percentage  
John W. Harper     5000000       100 %
                 
All executive officers and directors as a group [1 persons]     5000000       100 %

 

 

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 5,000,000 shares of common stock outstanding as of March 31, 2015

 

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Director Independence

 

The registrant's board of directors consists of John W. Harper. He is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system.

 

Mr. John W. Harper owns 5,000,000 common shares for which he paid $500.

 

 

 

Advances from related party

 

John W. Harper, our Chief Executive Officer and Director has extended a loan to the Company in the amount of $8,100. The loan has no maturity date and does not bear interest. Mr. John W. Harper will be repaid by revenues from operations if and when we generate enough revenues to pay the obligation. There exists no formal document or promissory note indicating the loan made by Mr. John W. Harper.

 

Related party lease

 

The registrant leases office space pursuant to an unwritten lease with our Chief Executive Officer and Director John W. Harper

 

INTEREST OF NAMED EXPERTS

 

The financial statements for the period from inception to March 31, 2015 included in this prospectus have been audited by John Scrudato, C.P.A.. who is a certified public accountant, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

The legality of the shares offered under this registration statement is being passed upon by Adam S. Tracy, Esq., Securities Compliance Group, Ltd., 520 W. Roosevelt Road, Suite 201, Wheaton, IL 60187 (888) 978-9901. Mr. Tracy does not own any shares of the company.

 

 

 

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

 

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form S-1.

 

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.  Forward-looking statements are, by their very nature, uncertain and risky.  These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission.

 

Although the forward-looking statements in this Registration Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.  Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

 

Plan of Operation

 

To date, the company has been in a developmental stage.  The company’s website operational and we have begun marketing our product online.  There are three basic objectives with regard to initial website marketing.

 

1.   Direct traffic and create awareness with a SEO (search engine optimization) and pay per click campaign.  This campaign will cost approximately $5,000-15,000 per month.

 

2.   We intend to utilize direct email marketing firms who specialized in our target marker via subscriber based lists with detailed criteria obtained by third party research groups.  We anticipate this phase of marketing to cost up to $2,500-5,000 for a staggered e-mail blitz marketing campaign.

 

3.   We also intend to utilize reciprocal banner advertising to generate additional web traffic and brand awareness. Currently, we have three contracts (3) with website proprietors to display their banner ads on our website at a minimum cost of $1,000.00 per month.

 

Once our initial advertising and marketing phase has generated a profit, we intend to reach our next milestone which is the expansion of our product offerings to include (a) two hundred (200) additional legal forms for sale; and (b) an online business consulting and coaching plan. We anticipate that the development of these new product offerings together with the augmentation to our website to offer these products will cost approximately $25,000-$35,000. Once in place, the additional cost of marketing the new product offerings will increase our SEO and pay per click online marketing costs by approximately $10,000 per month.

 

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 The final milestone for our first year of operations will initiate on or around October 1, 2015.  This phase will consist of re-developing our website to include additional functionality for creating dynamic legal documents. This re-development entails allowing end users to create customized legal documents online through our website without the assistance of an attorney. The cost of the redevelopment of our website is expected to be $50,000. The additional cost of marketing the dynamic web forms product would increase our marketing budget by approximately $10,000-$15,000 per month.

 

 

Results of Operations

 

For the period from  December 31, 2014 through March 31, 2015

 

We have generated revenues in the amount of $1,500 for the three months ending March 31, 2015. Our revenues have been generated through three contracts we have with third party’s who compensate us for banner ad placements on our website. Each of the agreements provide for a minimum monthly payment of $1,000. We charge $0.05 per banner ad viewing and provide for up to 20,000 viewings per month pursuant to the terms of the agreements.

 

Our cash balance is $3,125 as of March 31, 2015 with $11,100 in liabilities, compared to $2,175 and 8,600 for the period ending December 31, 2014. Our cash balance is not sufficient to fund our limited levels of operations for any period of time without further revenue or proceeds from this offering. We have may utilize funds from John W. Harper our Chief Executive Officer and director, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. Mr. John W. Harper however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve month period, we require a minimum of $40,000 of funding from this offering. Being a development stage company, we have a limited operating history but have meaningfully commenced business operations based upon the amount of revenue we have been able to generate. After the initial twelve month period we may need additional financing. We do not currently have any arrangements for additional financing.

 

We incurred expenses during the quarter of $3,050 which is comprised primarily web hosting and other utility costs. This constitutes an aggregate loss of ($7,975). The maximum aggregate amount of this offering will be required to fully implement our business plan. If we do not receive any proceeds from the offering , we may be compelled to seek a loan from Mr. John W. Harper, who has informally agreed to advance us funds, however, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the Company.

 

To meet our need for cash we are attempting to raise money from this offering. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

 

Income & Operation Taxes

 

We are subject to income taxes in the U.S.

 

Net Loss

 

We incurred net losses of ($6,925) for the period from August 19, 2014 to December 31, 2014. We incurred a net loss of ($1,550) for the three months ending March 31, 2015.

 

Liquidity and Capital Resources

 

        At Dec 31  
        2014  
           
Current Ratio*         .28  
Cash       $ 3,125  
Working Capital***       $ -7,875  
Total Assets       $ 3,125  
Total Liabilities       $ 11,100  
             
Total Equity       $ -7,975  
             
Total Debt/Equity**         -1.39  

______

*Current Ratio = Current Assets /Current Liabilities.

** Total Debt / Equity = Total Liabilities / Total Shareholders Equity.

*** Working Capital = Current Assets – Current Liabilities.

 

If we become a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs could range up to $45,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because we have not yet completed development of our product line, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

 

Our estimated costs based on discussions with each professional include accountants/auditors, legal counsel and transfer agents are breakdown yearly as follows:

 

Accounting . . . . . $16,000/00

 

Legal . . . . . . $25,000/00

 

Transfer Agent . . . . . $4,000/00

 

The expenses related to this offering are estimated to be $27,300/00 and will have a negative impact on our liquidity.

 

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Controls and Procedures

 

We are not currently required to maintain an effective system of internal controls. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ended March 31, 2015. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems of internal controls.

 

Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operations, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

 

Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required under Section 404 of the Sarbanes-Oxley Act. The independent auditors may identify additional issues concerning our operations while performing their audit of internal control over financial reporting.

 

As a smaller reporting company and emerging growth company, we are not required to provide a report on the effectiveness of our internal controls over financial reporting until our second annual report (our report on the fiscal year ending December 31, 2016), and we will be exempt from the auditor attestation requirements concerning any such report so long as we are an emerging growth company or a smaller reporting company.

 

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

 

As of March 31, 2015 we did not have any off-balance sheet arrangements and did not have any commitments or contractual obligations.

 

Liquidity and Capital Reserves

 

As of March 31, 2015, the Company had $3,125 cash and $11,100 versus 2,175 cash and our liabilities were $8,600/00 for the period ending December 31, 2014. The available capital reserves of the Company and anticipated revenue are sufficient for the Company to remain operational for approximately six months, but not enough to expand and grow our operations per the business plan.

 

We are attempting to raise funds to proceed with our plan of operation. To proceed with our operations within 12 months, we need a minimum of $40,000. We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We will attempt to raise at least the minimum funds necessary to proceed with our plan of operation. 

 

While we have minimal revenues as of this date, no substantial revenues are anticipated until we have completed the financing from this offering and implemented our full plan of operations. We must raise cash to implement our strategy to grow and expand per our business plan. The minimum amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. The company anticipates over the next 12 months the cost of being a reporting public company will be approximately $45,000 when providing for accounting, legal and transfer agent fees.

 

We are highly dependent upon the success of this offering, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations. As a result, investors would lose all of their investment.

 

Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement the business plan and may impede the speed of its operations.

 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant as provided in the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such

 

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 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Market Information

 

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.  A shareholder in all likelihood, therefore, will not be able to resell her or her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

 

 

 

Penny Stock Considerations

 

Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00.  Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

 

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

 

In addition, under the penny stock regulations, the broker-dealer is required to:

 

·   Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

 

·   Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

 

·   Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and

 

·   Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

 

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market.  These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded.  In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities.  Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

 

OTC Bulletin Board Qualification for Quotation

 

To have our shares of Common Stock on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our Common Stock.  We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this Prospectus, no filing has been made.  Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for FINRA to issue a trading symbol and allow sales of our Common Stock under Rule 144.  There is no guarantee that our stock will ever be quoted on the OTC Bulletin Board.

 

Sales of our common stock under Rule 144

 

There are zero (0) shares of our common stock held by non-affiliates and 5,000,000 shares held by affiliates that Rule 144 of the Securities Act of 1933 defines as restricted securities.

 

Zero (0) of our shares held by non-affiliates and zero (0) shares held by management and their affiliates are being registered in this offering, however all of the remaining shares will still be subject to the resale restrictions of Rule 144.  In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

 

Holders

 

As of the date of this registration statement, we had one (1) shareholder of record, our Chief Executive Officer and Director John W. Harper

 

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Dividends

 

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future.  We plan to retain any future earnings for use in our business.  Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

 

Where You Can Find Additional Information

 

We have filed with the Securities and Exchange Commission a registration statement on Form S-1.  For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The registration statement and other information filed with the SEC are also available at the web site maintained by the SEC at http://www.sec.gov.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Financial Statements

 

Supreme Legal, Inc.

 

August 19, 2014(inception) to December 31, 2014(audited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Supreme Legal, Inc.

 

Contents Page
   
Financial Statements:  
   
Balance Sheet at December 31, 2014(audited)
   
Statements of Operations for the period August 19, 2014(inception) through December 31, 2014(audited)
   
Statements of Cash Flows for the period August 19, 2014(inception) through December 31, 2014(audited) 3
   
Statements of Shareholder's Deficit for the period August 19, 2014(inception) through December 31, 2014 (audited) 5
   
Notes to Financial Statements 6-11
   
Report of Independent Registered Public Accounting Firm 12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SUPREME LEGAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
                 
          December 31, 2014
                (Audited)
Assets
Current assets            
  Cash and cash equivalents        $ 2,175
    Total Current assets         2,175
                 
  Total Assets          $ 2,175
Liabilities and Equity(Deficit)
                 
Current liabilities            
  Related Party Officer Demand Loan         8,600
    Total Current Liabilities         8,600
                 
Commitments and Contingencies - Note 6          
SUPREME LEGAL, INC. Shareholders' Equity(Deficit)      
  Common Stock, $0.0001 par value; 75,000,000 shares authorized          
    5,000,000 issued and outstanding at 12/31/2014.         500
  Accumulated deficit         (6,925)
    Total Equity         (6,425)
  Total Liabilities and Equity(Deficit)        $ 2,175
                 
"The accompanying notes are an integral part of these financial statements"

 

 

 

 

 

 

 

 

 

 

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SUPREME LEGAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
           
      For the period August 19, 2014 to December 31, 2014    
          (Audited)      
                 
Revenues       $ 4,500      
                 
Operating Expenses         11,425      
                 
Net Income(Loss) from Operations         (6,925)      
                 
Other Income(Expenses)                
Interest Expense         0      
                 
Net Income(Loss) from Operations                
  Before Income Taxes         (6,925)      
                 
  Tax Expense         0      
                 
Net Income(Loss)       $ (6,925)      
                 
Basic and Diluted Loss Per Share         0.00      
                 
Weighted average number                
    of shares outstanding         5,000,000      
                 
"The accompanying notes are an integral part of these financial statements"
                 
                 

 

 

 

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SUPREME LEGAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
           
      For the period August 19, 2014 to December 31, 2014    
          (Audited)      
Cash flows from operating activities:                
Net income (loss)       $ (6,925)      
                 
(Increase)decrease in accounts receivable         0      
Increase(decrease) in  accrued expenses         0      
       Net cash used in operating activities         (6,925)      
                 
Cash flows from investing activities:                
None         0      
Net cash provided(used) by investing activities         0      
                 
Cash flows from financing activities:                
Common stock issued         500      
Proceeds from related party loans         8,600      
Net cash provided(used) by financing activities         9,100      
                 
Increase in cash and equivalents         2,175      
                 
Cash and cash equivalents at beginning of period         0      
                 
Cash and cash equivalents at end of period       $ 2,175      
                 
            "The accompanying notes are an integral part of these financial statements"      
                 

 

 

 

 

 

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SUPREME LEGAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS - CONTINUED
                   
               
          For the period August 19, 2014 to December 31, 2014    
              (Audited)      
                     
  SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION      
                     
  None         $ 0      
                     
 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND

FINANCING ACTIVITIES

                     
  None         $ 0      
                     
                     
"The accompanying notes are an integral part of these financial statements"
                     

 

 

 

 

 

 

 

 

 

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SUPREME LEGAL, INC.
STATEMENT OF STOCKHOLDERS’ EQUITY
(A DEVELOPMENT STAGE COMPANY)
FOR THE PERIOD ENDED AUGUST 19, 2014(INCEPTION), THROUGH DECEMBER 31, 2014(Audited)
"Audited"
                             
                             
                             
     Common Stock      Common Stock     Contributed   Accumulated      
    Shares     Amount     Capital     Deficit     Total
                             
Initial Balances August 19, 2014(inception)   0   $ 0   $ 0   $ 0   $ 0
Capital stock issuance   5,000,000     500     0     0     500
Net Income 8/19/2014 to  12/31/2014   0     0     0     (6,925)     (6,925)
                             
Balances December 31, 2014   5,000,000   $ 500   $ 0   $ (6,925)   $ (6,425)
                             
                             
                             
                             
                             
"The accompanying notes are an integral part of these financial statements"
                             
                             
                             

 

 

 

 

 

 

 

 

 

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Supreme Legal, Inc. 

Notes to Financial Statements

as of December 31, 2014

 

Note 1.     Organization, History and Business

 

Supreme Legal, Inc. (“the Company”) was incorporated in Nevada on August 19, 2014 with a fiscal year end of December 31. The Company was established for the purpose of providing legal and other documents online through internet sales.

 

Note 2.     Summary of Significant Accounting Policies

  

Revenue Recognition

 

Revenue is derived from sales of products to distributors and consumers. Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectability is probable. Sales are recorded net of sales discounts and terms are recorded by contract.

 

Accounts Receivable

 

Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts.  Interest is not accrued on overdue accounts receivable.

 

Allowance for Doubtful Accounts

 

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses.  Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers.  Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

 

 

Stock Based Compensation

 

When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”).  Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

 

The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.”  Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

 

The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model.  The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest.  ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant.  The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period.  In estimating the forfeiture rate, the Company monitors both stock option and

 

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Note 2.     Summary of Significant Accounting Policies (continued)

 

warrant exercises as well as employee termination patterns.  The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

 

During the period August 19, 2014(inception) through December 31, 2014, the Company did not recognize any stock-based compensation. No options have been granted to date.

 

Loss per Share

 

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share."Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since there are no dilutive securities.

 

Cash and Cash Equivalents

 

For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.

 

Organization and Offering Cost

 

The Company has a policy to expense organization and offering cost as incurred. To date for period August 19, 2014 (inception) through December 31, 2014 the Company has incurred $8,500 in organization and offering cost.

 

Concentration of Credit Risk

 

The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.

  

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts 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 reporting period.  Actual results could differ from those estimates.

 

Business segments

 

ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of December 31, 2014.

 

Income Taxes

 

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and

 

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Note 2.     Summary of Significant Accounting Policies (continued)

 

liability method requires the recognition of deferred tax liabilities and assets for the expected future tax

consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.

 

 Recent Accounting Pronouncements

 

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’sfinancial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable.

 

Note 3.     Income Taxes

 

Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:

 

          12/31/2014  
             
             
U.S statutory rate             34.00 %
Less valuation allowance             -34.00 )%
Effective tax rate             0.00 %

 

The significant components of deferred tax assets and liabilities are as follows:

 

 

                12/31/2014
Deferred tax assets                
                   
Net operating losses             $ (6,925)
                   
Deferred tax liability                
                   
Net deferred tax assets             (2,355)
Less valuation allowance             2,355
                   
Deferred tax asset - net valuation allowance         $ 0

 

On an interim basis, the Company has a net operating loss carryover of approximately $ 6,925 available to offset future income for income tax reporting purposes, which will expire in various years through 2032, if

 

 

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Note 3.     Income Taxes (Continued)

 

not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382. The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and “Accounting for Uncertainty in Income Taxes”. The Company had no material unrecognized income tax assets or liabilities as of December 31, 2014.

 

The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the period August 19, 2014(inception) through December 31, 2014, there were no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Nevada state jurisdiction. We are not currently involved in any income tax examinations.

 

Note 4.   Related Party Transactions

 

John W. Harper has lent the company a net total of $8,100 to the company for the period from August 19, 2014 to December 31, 2014. These funds have been used for working capital to date. Our corporate officer has loaned the Company $8,600 in working capital funds during the year. Further details are provided in the notes payable footnote.

 

 

Related Party Stock Issuances:

 

The following stock issuances were made to officers of the company as compensation for services:

 

On August 19, 2014 the Company issued 5,000,000 of its authorized common stock to John W. Harper, CEO in exchange for $500.

 

 

Note 5.   Stockholders’ Equity

 

Common Stock

 

The holders of the Company's common stock are entitled to one vote per share of common stock held.

 

As of December 31, 2014 the Company had 5,000,000 shares issued and outstanding.

 

 

Note 6. Commitments and Contingencies 

 

 

Commitments:

 

The Company currently has no long term commitments as of our balance sheet date.

 

 

Contingencies:

 

None as of our balance sheet date. 

 

 

Note 7 – Net Income(Loss) Per Share

 

The following table sets forth the information used to compute basic and diluted net income per share attributable to Supreme Legal, Inc for the period August 19, 2014(inception) through December 31, 2014:

 

                    31-Dec-14
                       
Net Income (Loss)                 (6,425)
                       
Weighted-average common shares outstanding  basic:              
                       
Weighted-average common stock                 5,000,000
Equivalents                    
  Stock options                   0
  Warrants                   0
  Convertible Notes                   0
Weighted-average common shares                
outstanding-  Diluted                   5,000,000
                       
                       
                       

 

 

47

 

 
 

  

Note 8. Notes Payable

 

 

                     
Notes payable consist of the following for the period ended;         12/31/2014
                     
Related Party working capital note with no stated interest rate. Note is payable on demand .            
        $ 8,600
             
Total Notes Payable                 8,600
                     
Less Current Portion                 (8,600)
                     
Long Term Notes Payable               $ 0

 

 

Note 9.   Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has limited operating history and has incurred operating losses, and as of December 31, 2014 the Company had a working capital deficit and an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future.   The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 10.    Subsequent Events

 

The Company is currently in the process of registering 4,000,000 shares through a S-1 registration and expects this registration to become effective at some point during the current fiscal year.

 

48

 

 
 

 

John Scrudato CPA

CERTIFIED PUBLIC ACCOUNTING FIRM

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

Board of Directors and Stockholders

Supreme Legal, Inc.

 

We have audited the accompanying balance sheets of Supreme Legal, Inc. (“the Company”) as of December 31, 2014 and the related statements of operations, stockholder’s equity, and cash flows for the period August 19, 2014(inception) through December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with 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 controls 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 audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Supreme Legal, Inc. as of December 31, 2014 and the period August 19, 2014(inception) through December 31, 2014, and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 9, the Company has limited operating history and has incurred losses since inception and has a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ John Scrudato CPA

Califon, New Jersey

 

February 26, 2015

 

 

49

 

 
 

 

 

 

 

 

Financial Statements

 

Supreme Legal, Inc.

 

For the three months ended March 31, 2015 (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

50

 

 
 

 

 

 

Supreme Legal, Inc.

 

Contents Page
   
Financial Statements:  
   
Balance Sheet at March 31, 2015 (unaudited) December 31, 2014 (unaudited)
   
Statements of Operations for the three months ended March 31, 2015(unaudited)
   
Statements of Cash Flows for the three months ended March 31, 2015 (unaudited) 3
   
Notes to Financial Statements 5-10
   

 

 

 

 

 

 

 

 

 

 

 

51

 

 

 

 

 

 
 

 

 

 

 

 

                 
SUPREME LEGAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
        March 31   December 31
  2015   2014
        (unaudited)   (unaudited)
Assets
Current assets            
  Cash and cash equivalents    $ 3,125    $ 2,175
    Total Current assets     3,125     2,175
                 
  Total Assets    $ 3,125    $ 2,175
Liabilities and Equity(Deficit)
                 
Current liabilities            
  Accrued expenses   $ 2,500   $ 0
  Related Party Officer Demand Loan     8,600     8,600
    Total Current Liabilities     11,100     8,600
                 
Commitments and Contingencies - Note 6            
SUPREME LEGAL, INC. Shareholders' Equity(Deficit)          
  Common Stock, $0.0001 par value; 75,000,000          
     shares authorized  5,000,000  issued and            
     outstanding at 3/31/15 and 12/31/2014.     500     500
  Accumulated deficit     (8,475)     (6,925)
    Total Equity     (7,975)     (6,425)
  Total Liabilities and Equity(Deficit)    $ 3,125    $ 2,175
                 
"The accompanying notes are an integral part of these financial statements"

 

 

 

 

 

 

 

 

52

 

 

 
 

 

 

 

 

 

 

 

 

 

 

             
SUPREME LEGAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
           
      For the three months ended March 31, 2015  
          (unaudited)  
             
Revenues       $ 1,500  
             
Operating Expenses         3,050  
             
Net Income(Loss) from Operations         (1,550)  
             
Other Income(Expenses)            
Interest Expense         0  
             
Net Income(Loss) from Operations            
  Before Income Taxes         (1,550)  
             
  Tax Expense         0  
             
Net Income(Loss)       $ (1,550)  
             
Basic and Diluted Loss Per Share         0.00  
             
Weighted average number            
    of shares outstanding         5,000,000  
             
"The accompanying notes are an integral part of these financial statements"
             
             

 

 

 

53

 

 
 

 

 

             
SUPREME LEGAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
           
      For the three months ended March 31, 2015  
          (unaudited)  
Cash flows from operating activities:            
Net income (loss)       $ (1,550)  
             
(Increase)decrease in accounts receivable         0  
Increase(decrease) in  accrued expenses         2,500  
       Net cash used in operating activities         950  
             
Cash flows from investing activities:            
None         0  
Net cash provided(used) by investing activities         0  
             
Cash flows from financing activities:            
Common stock issued         0  
Proceeds from related party loans         0  
Net cash provided(used) by financing activities         0  
             
Increase in cash and equivalents         950  
             
Cash and cash equivalents at beginning of period         2,175  
             
Cash and cash equivalents at end of period       $ 3,125  
             
            "The accompanying notes are an integral part of these financial statements"  
             

 

 

 

 

 

54

 

 
 

 

 

 

 

 

                 
SUPREME LEGAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS - CONTINUED
                   
               
          For the three months ended March 31, 2015  
              (unaudited)  
                 
  SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION  
                 
  None         $ 0  
                 
 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND

FINANCING ACTIVITIES

                 
  None         $ 0  
                 
                 
"The accompanying notes are an integral part of these financial statements"
                 

 

 

 

 

 

 

 

 

 

55

 

 
 

 

 

 

Supreme Legal, Inc. 

Notes to Financial Statements

as of March 31, 2015

 

Note 1.     Organization, History and Business

 

Supreme Legal, Inc. (“the Company”) was incorporated in Nevada on August 19, 2014 with a fiscal year end of December 31. The Company was established for the purpose of providing legal and other documents online through internet sales.

 

Note 2.     Summary of Significant Accounting Policies

  

Revenue Recognition

 

Revenue is derived from sales of products to distributors and consumers. Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectability is probable. Sales are recorded net of sales discounts and terms are recorded by contract.

 

Accounts Receivable

 

Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts.  Interest is not accrued on overdue accounts receivable.

 

Allowance for Doubtful Accounts

 

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses.  Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers.  Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

 

 

Stock Based Compensation

 

When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”).  Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

 

The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.”  Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

 

The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model.  The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest.  ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant.  The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period.  In estimating the forfeiture rate, the Company monitors both stock option and

 

56

 

 
 

 

Note 2.     Summary of Significant Accounting Policies (continued)

 

warrant exercises as well as employee termination patterns.  The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

 

Loss per Share

 

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share."Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since there are no dilutive securities.

 

Cash and Cash Equivalents

 

For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.

 

Concentration of Credit Risk

 

The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.

  

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts 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 reporting period.  Actual results could differ from those estimates.

 

Business segments

 

ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of March 31, 2015

 

Income Taxes

 

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and

 

57

 

 
 

 

 

Note 2.     Summary of Significant Accounting Policies (continued)

 

liability method requires the recognition of deferred tax liabilities and assets for the expected future tax

consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.

 

 Recent Accounting Pronouncements

 

On June 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. The Company has elected early adoption of this new standard.

 

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’sfinancial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable.

 

Note 3.     Income Taxes

 

Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:

 

          3/31/2015  
             
             
U.S statutory rate             34.00 %
Less valuation allowance             -34.00 )%
Effective tax rate             0.00 %

 

The significant components of deferred tax assets and liabilities are as follows:

 

 

                3/31/2015
Deferred tax assets                
                   
Net operating losses             $ (8,475)
                   
Deferred tax liability                
                   
Net deferred tax assets             (2,882)
Less valuation allowance             2,882
                   
Deferred tax asset - net valuation allowance         $ 0

 

On an interim basis, the Company has a net operating loss carryover of approximately $8,475 available to offset future income for income tax reporting purposes, which will expire in various years through 2032, if

 

58

 

 
 

 

 

Note 3.     Income Taxes (Continued)

 

not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382. The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and “Accounting for Uncertainty in Income Taxes”. The Company had no material unrecognized income tax assets or liabilities as of March 31, 2015.

 

The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the three months ended March 31, 2015, there were no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Nevada state jurisdiction. We are not currently involved in any income tax examinations.

 

Note 4.   Related Party Transactions

 

There were no related party transactions for the three months ended March 31, 2015.

 

Note 5.   Stockholders’ Equity

 

Common Stock

 

The holders of the Company's common stock are entitled to one vote per share of common stock held.

 

As of March 31, 2015 the Company had 5,000,000 shares issued and outstanding.

 

 

Note 6. Commitments and Contingencies 

 

 

Commitments:

 

The Company currently has no long term commitments as of our balance sheet date.

 

 

Contingencies:

 

None as of our balance sheet date. 

 

 

Note 7 – Net Income(Loss) Per Share

 

The following table sets forth the information used to compute basic and diluted net income per share attributable to Supreme Legal, Inc for the three months ended March 31, 2015:

 

                    31-Mar-15
                       
Net Income (Loss)                 (1,550)
                       
Weighted-average common shares outstanding  basic:              
                       
Weighted-average common stock                 5,000,000
Equivalents                    
  Stock options                   0
  Warrants                   0
  Convertible Notes                   0
Weighted-average common shares                
outstanding-  Diluted                   5,000,000
                       
                       
                       

 

 

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Note 8. Notes Payable

 

 

                     
Notes payable consist of the following for the period ended;         3/31/2015
                     
Related Party working capital note with no stated interest rate. Note is payable on demand .            
        $ 8,600
             
Total Notes Payable                 8,600
                     
Less Current Portion                 (8,600)
                     
Long Term Notes Payable               $ 0

 

 

Note 9.   Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has limited operating history and has incurred operating losses, and as of March 31, 2015 the Company had a working capital deficit and an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future.   The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 10.    Subsequent Events

 

The Company is currently in the process of registering 4,000,000 shares through a S-1 registration and expects this registration to become effective at some point during the current fiscal year.

 

60

 

 
 

 

John Scrudato CPA

CERTIFIED PUBLIC ACCOUNTING FIRM

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

Board of Directors and Stockholders

Supreme Legal, Inc.

 

We have audited the accompanying balance sheets of Supreme Legal, Inc. ("the Company") as of December 31, 2014 and the related statements of operations, stockholder's equity, and cash flows for the period August 19, 2014(inception) through December 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with 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 controls 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 audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Supreme Legal, Inc. as of December 31, 2014 and the period August 19, 2014(inception) through December 31, 2014, and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 9, the Company has limited operating history and has incurred losses since inception and has a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ John Scrudato CPA

Califon, New Jersey

 

February 26, 2015

 

 

 

 

 

 

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Up to a Maximum of 4,000,000 Common Shares

at $0.10 per Common Share

 

Prospectus

 

Supreme Legal, Inc.

 

June 12, 2015

 

YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.  WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.

 

Until ____________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The following table sets forth costs and expenses payable by the Company in connection with the sale of common shares being registered. All amounts except the SEC filing fee are estimates.

 

SEC Registration Fee    $ 50  
EDGAR/Printing Expenses    $ 1500  
Auditor Fees and Expenses    $ 12,000  
Legal Fees and Expenses    $ 11000  
Transfer Agent Fees   

$

2750

 
TOTAL  

$

27300

 

 

 The organization costs were all expensed in the period presented.

 

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

The Certificate of Incorporation and the Bylaws of our Company provide that our Company will indemnify, to the fullest extent permitted by the Nevada Revised Statutes, each person who is or was a director, officer, employee or agent of our Company, or who serves or served any other enterprise or organization at the request of our Company. Pursuant to Nevada law, this includes elimination of liability for monetary damages for breach of the directors’ fiduciary duty of care to our Company and its stockholders. These provisions do not eliminate the directors’ duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Nevada law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to our Company, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for any transaction from which the director derived an improper personal benefit, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Nevada law. The provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

 

We have not entered into any agreements with our directors and executive officers that require us to indemnify these persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that the person is or was a director or officer of our Company or any of our affiliated enterprises.

 

We do not maintain any policy of directors’ and officers’ liability insurance that insures its directors and officers against the cost of defense, settlement or payment of a judgment under any circumstances.

 

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

 

Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.

 

On August 19, 2014, the Company offered and sold 5,000,000 share of common stock to our Chief Executive Officer and Director John W. Harper for a purchase price of $0.0001 per share, for aggregate offering proceeds of $500

 

These securities were issued in reliance upon an exemption provided by Regulation S promulgated under the Securities Act of 1933. The certificate for these securities was issued to a non-US resident and bears a restrictive legend.

 

ITEM 16. EXHIBITS

 

Exhibit Number

 

Description of Exhibit

3.1   Articles of Incorporation of the Registrant (filed in original Registration Statement on Form S-1)
3.2   Bylaws of the Registrant (filed in original Registration Statement on Form S-1)
5.1   Opinion re: Legality and Consent of Counsel (filed in previous amendment to Form S-1)
10.1   Agreement with Rapid Construction Lien, LLC (filed in previous amendment to Form S-1)
10.2   Agreement with National Consumer Firm LLC (filed in previous amendment to Form S-1)
10.3   Agreement with RapidFilings.com, Inc. (filed in previous amendment to Form S-1)
23.2  

Consent of John Scrudato,CPA (filed herewith)

 

All other Exhibits called for by Rule 601 of Regulation  SK are not applicable to this filing.

____________

(1) Information pertaining to our common stock is contained in our Articles of Incorporation and Bylaws.

 

 

 

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ITEM 17. UNDERTAKINGS

 

The undersigned Registrant hereby undertakes:

 

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

 

(i)   Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

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

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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

 

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i)   If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

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

 

(ii)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

 

(iv)   Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officer and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officer, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officer, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Santa Clarita, CA on June 12, 2015.  

 

 

  Supreme Legal, Inc.
     
  By:

/s/ John W. Harper

 
  Name: John W. Harper  
  Title: Chief Executive Officer, President and Treasurer
    (Principal Executive, Financial and Accounting Officer)

 

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

 

Signature

 

Title

 

Date

         

/s/ John W. Harper

       
John W. Harper  

President, Treasurer and Director

(Principal Executive, Financial and Accounting Officer) 

  06/12/15

 

 

 

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