SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CORBRIDGE GROUP, INC.
(Name of small
business issuer in its charter)
11811 North Freeway, Suite 500
Houston, TX 77060-3287
and telephone number of principal executive offices)
Charles R. Shirley
11811 North Freeway, Suite 500
Houston, TX 77060-3287
address and telephone number of agent for service)
Matthew C. McMurdo, Esq.
Nannarone & McMurdo, LLP
501 Madison Avenue, Suite 501
New York, NY 10022-5625
date of commencement of proposed sale to the public: As soon as practicable
after the registration statement becomes effective.
If any of the
securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. x
If this Form
is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following
blocks and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. o
this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. o
If this Form
is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. o
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company.
See definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check One).
Fee calculated in accordance with Rule 457(c) of the Securities Act
of 1933. The Proposed Maximum Offering Price was used for calculating
the registration fee.
hereby amends this Registration Statement on the date or dates as may
be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on the date as the Commission, acting pursuant
to said Section 8(a), may determine.
information in this prospectus is not complete and may be changed. The
Registrant may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell securities, and we are not soliciting
an offer to buy these securities, in any state where the offer or sale
is not permitted.
Subject to completion November 2, 2009
Shares of Class
A Common Stock
Inc. (Corbridge) is offering a maximum of 10,000,000 shares of
our Class A common stock at $0.15 per share, in a best effort,
direct public offering (the Offering). The Offering will terminate
within 90 days from the date of this prospectus. At our sole discretion,
we may extend the Offering for up to an additional 90 days. There are
no minimum purchase requirements for each investor.
to establish a public market for the shares being offered herein by
listing on the OTC Bulletin Board. Once Corbridge is able to meet the
requirements for listing on the American Stock Exchange, it fully intends
to become listed on such exchange. However, there is no guaranty
or certainty that Corbridge will ever meet such requirements.
being offered are highly speculative and they involve a high degree
of risk and should be considered only by persons who can afford the
loss of their entire investment. See "Risk Factors" beginning
on page 4.
(1) Our shares
in the Offering will be sold through the efforts of our officers and
directors for no compensation. There are no underwriting commissions
involved in the Offering; however, we may pay selling commissions of
up to 10% to any broker, dealer, finder or agent who assists us in the
(2) The proceeds
to us are shown before deduction for legal, accounting, printing and
other expenses estimated at 1% of the Offering.
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.
The date of
this prospectus is November 2, 2009
summary contains a summary of information contained elsewhere in this
prospectus. You should carefully read all information in the prospectus,
including the financial statements and the notes to the financial statements
under the Financial Statements section beginning on page F-1 prior to
making an investment decision.
Inc. was incorporated in Texas on March 11, 2005. Corbridge was
originally established as Mesa Resort Development Corporation (Mesa).
On April 3, 2007, Mesa changed its name to Travana Networks Inc. We
then changed our name to Corbridge Group, Inc. on May 6, 2009.
executive offices are located at 11811 North Freeway, Houston,
Texas 77060-3287, our telephone number is (832) 225-1372, and our fax
number is (832) 201-0892.
Inc., through its wholly-owned subsidiaries, EIT Telecom, Inc. (EIT),
Pedernales River Capital Holdings, Inc. (Pedernales)
and Corbridge Communications, Inc. (collectively referred to herein
as Corbridge, Company, we, us, or our),
is a communications company providing telecommunications services to
regulated and unregulated telephone and cable companies, managed IP
network solutions to the small and medium sized businesses market (the
SBM), as well as wireless telephone service to
rural Alaskan citizens. Network solutions and services include voice
over internet protocol (VOIP), web hosting, data storage, co-location
and security services to protect mission critical applications and data
for enterprises and governments throughout North America. Through our
acquisition of EIT, a Delaware corporation
formerly located in Sanford, Florida, Corbridge offers a unique blend
of cost effective communications/IT products, services and solutions
deliverable anywhere in North America. EIT has been in business
and generating revenues since 1994.
EIT is engaged
in providing engineering, furnishing, and installation services to major
telecommunications equipment manufacturing companies and service providers.
EIT has a business relationship with Nokia Siemens Networks, B.V. (NSN),
one of the largest telecommunications equipment manufacturers in the
world. NSN is a 50/50 joint venture between Nokia Corporation and Siemens
AG. EIT installs NSNs electronic
world switch digital, a medium to high capacity telephone switch.
NSNs customer base for these products include, Verizon, BellSouth,
AT&T, Sprint and the majority of the other independent operating
companies (IOCs) and local exchange carriers (LECs).
EIT is also an approved installation vendor of Verizon,
Sprint, Frontier Communications Corp., FairPoint Communications, Inc.,
and CenturyTel, Inc. Furthermore,
EIT sells and installs next generation 48 volt power plants to its client
base as well as other telephone switching equipment boxes from other
summary 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.
We derived the summary financial information from our financial statements appearing in the section in this prospectus entitled "Financial Statements." You should read this summary financial information in conjunction with the section entitled "Management's Discussion and Analysis," our financial statements and related notes to the financial statements.
of Operations Information:
in our securities is highly speculative and subject to numerous and
substantial risks. These risks include those set forth below and elsewhere
in this prospectus. You should not invest in the common stock unless
you can afford to lose your entire investment. Readers are encouraged
to review these risks carefully before making any investment decision.
Relating To Corbridge
of ownership may allow several shareholders to control
Prior to this
Offering, Corbridge sold an approximate thirty percent (30%) interest
to Richard T. Bennett Co., Inc., a United Kingdom-based venture capital
fund. In addition to Richard T. Bennetts interest in the Company,
the Chief Executive Officer of Corbridge (individually and through certain
affiliated entities) currently owns approximately twenty percent (19.94%)
of the outstanding stock of Corbridge. As a result, these two shareholders
will be able to exercise control over virtually all matters requiring
shareholder approval, including the election of directors and approval
of significant corporation transactions even after this Offering. Thus,
the present management will be able to maintain their positions as directors
and effectively operate Corbridges business, regardless of other
more of our directors may have only limited experience in the management
of telecommunication companies such as
Most of our
officers and directors have experience investing in and managing operating
companies in the telecommunications industry. Moreover, many
of our fourteen (14) employees have twenty or more years experience
selling and installing telephone repeater systems, telephone switches,
and other types of high level telephone equipment for large telephone
companies and small, rural telephone companies. However,
level telephone equipment for large telephone companies and small, rural telephone companies. However, there may be several officers and directors hired or elected by the Company that may have only limited
in establishing and growing a telecommunications company such as Corbridge.
As a result, we may be relying heavily on the experience and business
acumen of the experienced officers, directors and employees to establish
an effective business strategy for our future operations.
be an absence of a trading market, which would eliminate or adversely
impact your ability to sell your shares.
is no trading market for our stock. While we intend to apply
for listing on the Over-the-Counter Bulletin Board (OTCBB) following
completion of this Offering, we cannot assure you that a public market
will ever develop. You will likely not be able to sell your securities
if a regular trading market for our securities does not develop and
we cannot predict the extent, if any, to which investor interest will
lead to the development of a viable trading market in our shares. We
expect the initial market for our stock to be limited, if a market develops
at all. Even if a limited trading market does develop, there is a risk
that the absence of potential buyers will prevent you from selling your
shares if you determine to reduce or eliminate your investment in Corbridge.
Additionally, the offering price of $0.15 per share may not reflect
the current value of our shares after the Offering. This lack of a trading
market and a lack of an adequate number of potential buyers may result
in the inability to sell your shares when desired or result in your
receiving a lower price for your shares upon their sale than you paid
in this Offering.
telecommunications business can be
speculative and there is a consequent risk of loss of your investment.
of Corbridges plan of operation will depend to a great extent on
its operations, financial condition and management of its wholly-owned
subsidiaries. The telecommunications industry can be a very speculative
one with changing trends, new and developing technologies, and other
factors determining the success or failure of various types of telecommunications
technology. Consequently, there is no assurance that the interest in
Corbridges product and service lines will find a significant client
be additional dilution as additional shares are issued which may decrease
the market price of our common stock.
Additional offerings will likely have to be made in the future to raise capital to meet operating cash flow needs. Such offerings may include the issuance of additional common stock or warrants or options for issuance of additional common stock, further diluting the number of shares of common stock outstanding from time to time. An increase in the number of our shares from these events or others may result in a decrease of the future potential market price for our common stock and will dilute the ownership interest of current shareholders.
for future sale under Rule 144 may adversely affect the market for our
As of September
18, 2009, our stockholders held 136,659,987
shares of our Class A common stock. From time to time, certain
of our stockholders who hold restricted securities may be eligible to
sell all or some of their shares of common stock by means of ordinary
brokerage transactions in the open market pursuant to Rule 144, promulgated
under the Securities Act of 1933, as amended (the Securities Act),
subject to certain limitations. Although current stockholders have no
current intention or ability to sell their shares, any substantial sales
by holders of our common stock in the future pursuant to Rule 144 may
have a material adverse affect on the market price of our securities.
incur increased costs and may have difficulty attracting and retaining
qualified directors and executive officers as a result of being a public
As a public
company, we will incur significant legal, accounting, reporting and
other expenses that we did not incur as a private company. We also anticipate
that we will incur costs associated with recently adopted corporate
governance requirements, including requirements under the Sarbanes-Oxley
Act of 2002 as well as new rules implemented by the Securities and Exchange
Commission. We expect these rules and regulations to increase our legal
and financial compliance costs and to make some activities more time-consuming
and costly. We also expect these new rules and regulations may make
it more difficult and more expensive for us to obtain director and officer
liability insurance, and we may be required to accept reduced policy
limits and coverage. As a result, we may experience difficulty attracting
and retaining qualified individuals to serve on our Board of Directors
or as executive officers. We cannot predict or estimate the amount of
additional costs we may incur as a result of these requirements or when
such costs may be incurred.
Factors Affecting Business Operations
lack business diversification, as we will only be operating one business
in one industry the telecommunications industry, which makes us subject
to all the risks and uncertainties of that industry.
business focuses solely on the telecommunications industry. Accordingly,
the prospects for our success will be entirely dependent upon the future
performance of a business operation in a single industry. Unlike other
entities with resources to consummate several business combinations
or entities operating in multiple industries, we do not expect to have
the resources to diversify our operations or benefit from the possible
spreading of risks or offsetting of losses. Consequently, our business
will be subject to the variable and speculative nature of the telecommunications
We rely heavily on third-party suppliers for the material components for our products and supply shortages could cause delays in delivering and installing products which could reduce our revenues.
We rely upon
third-party suppliers for the equipment sold to our client base. Most
telecommunications equipment purchased from suppliers are available
from multiple sources. We have not experienced significant supply shortages
in the past. However, the lack of availability of certain products could
result in installation and delivery delays, which could reduce revenues
from product sales.
If we do
not properly respond to changes and technological developments
in telecommunications products and services
or in the markets we plan to serve, our revenues may be reduced or eliminated.
industry is subject to change in preferences and the emergence of new
technologies. We may not have the resources to acquire or gain access
to new technologies or to introduce new services that could compete
with these new technologies. Our inability to properly respond to changes
in technology, services and standards, which characterize our industry,
would adversely affect our business operations and revenue generation.
require substantial investment to grow our operations
and if we fail to raise sufficient capital to support and fund our expanding
operations, our business plan may not be fully realized.
We will require additional capital in order to acquire additional companies, purchase capital equipment and for general working capital needs of Corbridge. We may be required to spend greater-than-anticipated funds if unforeseen difficulties arise in the course of the operation of our business. As a consequence,
in the telecommunications industry
may adversely affect the business operations of, and your investment
There are numerous
competitors in the telecommunications industry in which Corbridge is
currently involved or in which it intends to enter, many of which have
developed product lines, strong marketing systems and established customer
followings. In almost all cases, Corbridges competitors have far
greater financial and other resources. Corbridge also expects competition
to increase in the future due to evolving technologies which are reducing
the barriers to entry into the telecommunication industry. Increased
competition is likely to result in price reductions, reduced gross margins
and loss of market share, any of which could harm Corbridges net
revenue and results of operations. Further, Corbridge may face a significant
competitive challenge from alliances entered into between and among
its competitors, as well as from larger competitors created through
to protect intellectual property or the alleged misuse of the intellectual
property of others may cause Corbridge
to become involved in costly and lengthy litigation which could divert
needed resources away from its operations.
does not have any intellectual property protections relating to its
products and services. The process
of seeking intellectual property protection can be time consuming and
expensive and no assurances can be given that such intellectual property
protections in the future will actually be issued. If Corbridge
fails to protect its intellectual property from infringement, other
companies may offer competitive products or services. Protection of
our intellectual property, if such should become necessary, could result
in costly and lengthy litigation, diverting resources which would otherwise
be dedicated to operating the business.
particular business reliance for operations may adversely
affect our prospects and results of operations.
current business model relies heavily upon the sale, installation and
servicing of Nokia Siemens Networks, B.V. telephone equipment.
In the future, other telephone equipment manufacturers products may
become better suited for client applications. As such, Corbridge
could lose all or part of its revenue. In addition, Corbridge
relies heavily upon its telephone customers. Given consumer and
corporate sentiment, the Nokia Siemens systems may lose favor in the
marketplace, thereby leading to a decrease in Corbridges sales and
Related to this Offering
price has been arbitrarily determined and you run the risk of paying
an amount in excess of what you may ultimately receive upon sale of
The initial offering price of fifteen cents ($0.15) per share was arbitrarily determined by us, and had no relationship whatsoever to our current assets, earnings, book value or any other objective standard of value at the time of this Offering nor did any trading market exist which would reflect what buyers and sellers deem the share value to be. You are therefore bearing the risk that you have paid more for our shares than our shares
this is a best efforts, self-underwritten offering,
we may raise less proceeds than the $1,500,000 maximum offering amount,
which may limit our ability to implement our business plan.
exists by any broker-dealers and/or agents to purchase all or any part
of the shares being offered hereby. We will sell the shares on a "best
efforts" basis. The funds available to us from the proceeds of
the Offering will be reduced to the extent that less than all the shares
offered hereby are sold. Sale of less than the maximum number of shares
may curtail implementation of our business plan.
will be deemed to be "penny stocks" as defined in the Securities
Exchange Act of 1934 and, as a result, will be subject to various eligibility
and disclosure requirements on broker-dealers engaged in the resale
of these shares.
offered in this prospectus will be "penny stocks" as that
term is defined in the Securities Exchange Act of 1934, as amended (the
"1934 Act"), to mean, among other definitions, equity securities
with a price of less than $5.00 per share. Under the penny stock regulations,
a broker-dealer selling a penny stock to anyone other than an established
customer or an accredited investor must make a special suitability determination
regarding the purchaser and provide special disclosure documents to
the purchaser. The imposition of these suitability standards and special
disclosures could reduce an investor's ability to resale the shares
at a time or price desired. See the section "Market for Common
Equity and Related Stockholder Matters."
NOTE REGARDING FORWARD-LOOKING STATEMENTS
includes forward-looking statements. All statements other than statements
of historical facts contained in this prospectus, including statements
regarding our future financial position, business strategy and plans
and objectives of management for future operations, are
forward-looking statements. The words "believe," "may,"
"estimate," "continue," "anticipate,"
"intend," "should," "plan," "expect"
and similar expressions, as they relate to us, are intended to identify
forward-looking statements. We have based these forward-looking statements
largely on our current expectations and projections about future events
and financial trends that we believe may affect our financial condition,
results of operations, business strategy and financial needs. These
forward-looking statements are subject to a number of risks, uncertainties
and assumptions described in "Risk Factors" and elsewhere
in this prospectus.
of this prospectus may include additional factors which could adversely
affect our business and financial performance. Moreover, we operate
in a highly regulated, very competitive and rapidly changing environment.
New risk factors emerge from time to time and it is not possible for
our management to predict all risk factors, nor can we assess the impact
of all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.
no obligation to update publicly or revise any forward-looking statements.
You should not rely upon forward-looking statements as predictions of
future events or performance. We cannot assure you that the events and
circumstances reflected in the forward-looking statements will be achieved
or will occur. 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.
USE OF PROCEEDS
We will use our best efforts to raise a maximum of $1,500,000 in this Offering. For illustrative purposes only, the table below summarizes how we will utilize the proceeds of this Offering in the event that
We intend to
use the net proceeds for general corporate purposes, which may include
potential strategic acquisitions and/or investments or repayment of
all or a portion of our existing bank debt, and for working capital.
We have not entered into any binding commitments or agreements with
respect to any potential strategic acquisition or investment.
these proceeds are utilized, they will be temporarily invested in short-term,
highly liquid investments with appropriate safety of principal. Any
income derived from these short term investments will be used for working
OF OFFERING PRICE
is in an industry where public companies trade at anywhere from three
(3) to ten (10) times gross revenuewhich means that Corbridge could
trade on the public markets with a market capitalization of anywhere
from $10.8 million to $36 million, depending upon the public perception.
The Company has chosen a conservative figure on which to calculate the
Companys future market capitalization of 5.33 times gross revenue.
The Company booked $3.5 million in gross revenue in fiscal year 2008.
Our estimates do not take into consideration other potential telecom-related
acquisitions and new previously untapped business from current telephone
equipment customers. Therefore, using this basic valuation times
gross revenue. The Company booked $3.5 million in gross revenue
in fiscal year 2008. Our estimates do not take into consideration
other potential telecom-related acquisitions and new previously untapped
business from current telephone equipment customers. Therefore,
using this basic valuation process the Company believes that a realistic
market capitalization, at this time, is $20.5 million. We have
approximately one hundred thirty six (136) million shares of common
stock issued and outstanding. Based upon these numbers we believe
that fifteen cents (15¢) per share is a reasonable, market-based valuation
for the Companys common stock. However, the Company has not
performed a thorough analysis of its
We are offering
our common stock at a price per share that is significantly more than
the price per share paid by our officers, directors, promoters and current
stockholders for our common stock. We are offering for
sale up to 10,000,000 shares of common stock. If you purchase shares
in this Offering you will experience immediate and, possibly, substantial
the difference between the price per share paid by purchasers in this
Offering and the net tangible book value per share. Net tangible book
value per share represents our net tangible assets (our total tangible
assets less our total liabilities), divided by the number of shares
of common stock outstanding at the time of the Offering. As of September
18, 2009 we had 136,884,987 shares of
common stock outstanding. Our net tangible book value as of December
31, 2008 was $622,074. Based upon those figures, our net tangible book
value per share was $0.0045. Assuming an approximate net tangible
value of $622,074, on September 18, 2009 and
after giving effect to the sale of all 10,000,000 shares being offered
in this Offering at $0.15 per share and the payment of expenses up to
2% of the proceeds related to the Offering, and our net tangible book
value per share would be $ 0.0042 which represents
an immediate dilution to the purchasers of shares after this Offering
of $ 0.0003 per share (or 6.6%).
table illustrates the pro forma per share dilution described above assuming
2,000,000, 5,000,000 or 10,000,000 shares are sold:
PLAN OF DISTRIBUTION
intends to list the shares on the OTCBB, and to establish a listing
on the American Stock Exchange once the requirements for such a listing
have been met by the Company. However, the shares being offered
in this prospectus are not currently listed on any stock exchange nor
traded in any public market. If no trading market develops for our common
stock, it will be difficult to sell your shares or, if sold, it may
be difficult to resell the shares for a price at or above the current
offering price. Even if a trading market is established, there is no
assurance that such trading market can be sustained.
We are offering
up to a total of 10,000,000 shares of common stock in a best efforts
offering, direct public offering, without any involvement of underwriters.
The offering price is $.15 per share. The Offering will terminate within
90 days from the date of this prospectus. At our sole discretion, we
may extend the Offering for up to an additional 90 days. We also have
the right to terminate this Offering at any time prior to the expiration
of the offering period. We will use our best efforts to sell as many
shares as possible up to the maximum offering amount of 10,000,000 shares.
We may accept or reject any subscription amount from any investor in
our sole discretion or we may accept only part of a subscription amount.
Expenses related to the Offering are estimated to be $2,000.
We will sell
the shares in this Offering primarily through the efforts of our officers
and directors. They will receive no commission from the sale of any
shares. They will not register as a broker/dealer under the 1934 Act
in reliance upon Rule 3a4-1 under the 1934 Act. Mr. Joseph Curci will
register as the issuer-agent in those states requiring such registration.
However, we may pay commissions and expenses of up to 10% of all proceeds
raised by brokers, dealers, finders or selling agents who may participate
in this Offering.
directors may purchase shares in this Offering, however any such purchases
will be held for investment purposes only.
Under the securities
laws of certain states, the shares may be sold in such states only through
registered or licensed brokers or dealers or persons exempt from such
registration. In addition, in certain states the shares may not be sold
unless the shares have been registered or qualified for sale in such
state or an exemption from registration or qualification is available
and is complied with.
We may sell
our shares in the states of Texas, Massachusetts, New York, Florida
and/or outside the United States of America.
If you decide
to subscribe for any shares in this Offering, you must
and deliver a subscription agreement, and
a check or certified funds to us. Any subscription may be accepted or
rejected, in whole or in part, in the sole discretion of management.
for subscriptions must be made payable to "CORBRIDGE GROUP, INC.
to Reject Subscriptions
We have the
right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will
be returned immediately by us to the subscriber, without interest or
deductions. Subscriptions for shares will be accepted or rejected within
five business days after we receive them. Furthermore, once a subscription
agreement is accepted, it will be executed without reconfirmation to
or from the subscriber. Once Corbridge accepts a subscription, the subscriber
cannot withdraw it.
and Recent Developments
We were organized
under the laws of the State of Texas on March 11, 2005. Corbridge
was originally established in 2005 as Mesa Resort Development Corporation
(Mesa), a Texas based public company listed on the OTC Pink Sheets.
Through a reverse acquisition completed on March
15, 2007, Mesa acquired EIT, an established, fifteen year old, telecom
sales and service provider headquartered in Sanford, Florida. The Company
also purchased CableTec Business Network Solutions, Ltd., a Nova Scotia
corporation, on July 1, 2007 and closed it on July 1, 2008, after approximately
one year. The Company changed its name to Corbridge Group, Inc.
on May 6, 2009. The Company incorporated two other subsidiaries
in the State of Colorado, Pedernales on October 16, 2007 and Corbridge
Communications, Inc. (CCI) on July 13, 2009.
identified a growing opportunity in the new electronic multi-media industry
and is positioning the Company to provide an array of diversified yet
complimentary products and services to the telecommunication carriers
(the Telcos) and the business community who consume and rely on
the services provided by Telcos to maintain and access information.
Corbridge plans to combine and partner EIT with its other subsidiaries
in order to establish a standard of service in the areas of telephone
equipment sales and installation, wireless telephone service, and real
to focus on further developing opportunities in its subsidiary companies
by integrating products, services and solutions to expand these market
opportunities. As the demand for IP network based solutions increases,
Telcos are being drawn to partner with solution providers to gain or
maintain market share particularly in the business community. EITs
established position and relationships in the Telcos market makes
for a tremendous opportunity to import and deliver IP products, services
and solutions to business customers through partnerships with regulated
and unregulated telecom providers. As VOIP becomes an integrated voice
solution for business it creates opportunity to acquire inter-connect
companies born from deregulation in the telecom industry in the 1970s.
saw the rise of many companies providing digital phone systems and services
to business who today struggle to transition into the world of server
based IP networks.
Inc. is a communications company providing telecommunications services
to both the regulated and unregulated telephone and cable companies
as well as managed IP network solutions to the SBM. Network solutions
and services include VOIP, web hosting, data storage, co-location and
security services to protect mission critical applications and data
for enterprises and government throughout North America. Through the
acquisition of our wholly-owned subsidiary, EIT, Corbridge offers a
unique blend of cost effective communications/IT products, services
and solutions deliverable anywhere in North America. Through EIT,
we have been in business and generating revenues since 1994. We
plan to continue generating and growing revenues and assets.
relies heavily upon the sale, installation and servicing of Nokia Siemens
Networks, B.V.5 telephone equipment. Other important
partners include Genband Inc.6, Pannaway Technologies, Inc.7,
Encore Networks, Inc.8, TXP Corporation9, Carrier
Management Systems Inc.10, Metaswitch11, and Vaonet,
LLC.12 The Company performs a variety of services with
these partners. These services include, but are not limited to,
the engineering, installation and service of equipment and the sale
and distribution of software, equipment and other products.
final quarter of calendar year 2007, Pedernales
purchased the debt of bondholders of The Helical Corporation, a Nova
Scotia corporation, that was once publicly traded on the Toronto Venture
Exchange. Pedernales merely acts as a holding company at this
time and is developing a strategic plan to develop the Pedernales assets.
On June 28,
2009, Corbridge purchased wireless telecommunications assets, including
wireless telephone communications equipment and fixed assets such as
radio and telephone transmission towers, from Starlight Capital Investments,
LLC, a Texas corporation, dba Ulu Telecom in the State of Alaska.
These assets, acquired on June 28, 2009, were transferred by
Corbridge, the parent company, to its subsidiary, Corbridge Communications,
Inc. (CCI) on August 1, 2009. CCI has developed a business
plan to build out or acquire microcap wireless telecommunications service
providers in Alaska and the Caribbean.
is confident that their current officers, as well as the consultants
and vendors they utilize at their discretion, are sufficient to execute
the goals of Corbridge, and operate the business through all of its
phases of production and marketing.
is the CEO and Director of Corbridge
is also CEO of Aidan Capital of Houston (from 2001 to present).
Previously he was a Senior Vice-President with Native American Securities,
Co., Inc. in New York, from 2001 to 2003, and also was an
investment advisor with Smith Barney, Inc. (now Morgan Stanley Smith
Barney) from 1996 to 2001. He has experience as an investment banker
for the real estate, gaming, environmental, and oil & gas industries.
He has held U.S. Federal government positions with the Departments of
Justice, Interior, and Energy, from 1993 to 1996.
He received a degree in English from the University of Kansas in 1985
and a Juris Doctor from Washburn University School of Law in 1988.
Mr. Shirley serves on the Board of Directors of
Window Rock Capital Holdings, Inc., and China Investment Capital Corporation.
He has also served as an advisor to two U.S. Presidential campaigns
first in 1996 and later in 2000.
2. Jon R. Brashear,
Mr. Brashear is President of
EIT Telecom, Inc.
Mr. Brashear began his 26 year telecom career with Stromberg-Carlson (now Nokia Siemens Networks) in 1981 following his service with the U.S. Navy. During his career with Siemens, Mr. Brashear held several positions, including management of Siemens customer care and technical support center for the U.S. from 1999 to 2001. In 2003, Mr. Brashear started and operated a successful telecom contracting business, OSG Communications, LLC, that provided consulting and installation services for telephone companies such as Verizon, CenturyTel, Inc., and Sprint. Rick took over as Director of Sales and Service for EIT Telecom,
Mr. Hickey is a Director for Corbridge.
Mr. Hickey participates in the construction industry as a contractor. Mr. Hickey owns and manages commercial real estate as well as other investment portfolios. His real estate holding company is 2219746 Nova Scotia Ltd., serving as the President and Director, since 1993 to the present. He has also served as President and Director of Maritime Iron Inc. since 1996 to the present. Mr. Hickey has operated the commercial construction and renovations firm Blackberry Contracting Inc since 2000 to the present. Moreover, he has managed H & S Financial Holdings, a mortgage brokerage house, as President and director since to 2004 to the present.
is the CFO and Director for Corbridge.
has experience in a wide variety of business environments. He has been
Chief Operating Officer for a multi-location, integrated home health
agency, Home Health Concepts. For seven years, he was employed
by British Petroleum Co. (now BP plc), most recently as an expat in
their Caracas, Venezuela office, acting in a finance manager capacity
for Venezuela and Mexico. He has been Chief Financial Officer
to health care entities Ultimate Home Healthcare and Alliance Radiology,
and has performed in the capacity of independent consultant to various
companies in different industries, including Service Corporation International,
Gastar Exploration, and Vinland Energy. Mr. Mullins received his
degree in accounting from Texas Tech University in 1975 and is also
Mr. Curci is
a Director for Corbridge.
Mr. Curci started
his career in 1987 working for Shearson Lehman Brothers (now Morgan
Stanley Smith Barney) where he held various managerial positions in
the operational side of the brokerage firm. He went on to work in the
investment banking side of the business where he served on the board
of a number of companies, including JPC
Advisory Services (Principal owner), from
1997 to 2000, ProfitXchange (Principal Partner) 1997 to 1999,
and director of Healthway Shopping Network 2008. Currently, Mr. Curci
is a director for Window Rock Capital Holdings Inc.
(2005-present), and a director of Pioneer Holdings,
Inc (2004-present). He received his Bachelor of Arts in Banking &
Finance from Hofstra University 1995 and
earned his M.B.A. in International Business from Wagner College in 1996.
Ms. Miray is
a Director for Corbridge.
Ms. Miray was
appointed a Board of Directors member of the Bennett Yarger Group in
February 2008. She obtained a BA in International Affairs from the American
University of Paris, France in 2001 and studied international law at
the University of Salzburg, Austria. From 2001 to 2003,
Ms. Miray has worked as a vice president for the International Chamber
of Commerce and later from 2005 to 2006 was the vice president of Urban
Equities, a property management firm in New York.
Since 2005 to the present, she currently works for Bennett Yarger Associates
as a managing director for it management consulting and executive search
division. Rosalia is fluent in English, Spanish, and French.
regulation, advancing technology and rising costs are forcing the communications
/IT industry to reposition, retool and rethink how it does business.
The number of wireless subscribers has grown significantly from about
33.8 million in December 1995 to 270.3 million in December 2008.13
are entering the television business and cable companies are entering
the phone business. Both are rapidly expanding their wireless and wireline
IP networks to include VOIP, data, video and internet protocol television
services as well as increasing IP based business services.
and advancing technology are also driving industry changes. As enterprises
seek to take advantage of increasing IP network capacity and smaller,
faster data processing equipment they are moving to relocate and reposition
how corporate data, voice and video is delivered, stored and accessed.
Communications Group, Inc. (NorthStar), WPCS International Incorporated
(WPCS), and Telephone Switching International, Inc. (Telephone
Switching) are three main competitors to EIT. These three companies
are similar in nature to EIT in that they work in the same segment of
the telecommunications industry. However, each has different
strengths and weaknesses. NorthStar
is well capitalized, but focuses on outside the plant installation of
telephone equipmentwhich tend to be larger projects. Telephone Switching
focuses more on telephone battery plant systems.
EIT focuses more on actual switches.
WPCS has a focus on large infrastructure systems and has a contractual
relationship with Motorola to provide equipment in the wireless sector
of telecommunications. Also, WPCS focuses a large part of its
resources on electrical power production, which is not an EIT line of
based in Birmingham, Alabama, provides telecommunications infrastructure
design and engineering, including project management, network installation,
and maintenance for both cable broadband and wireless communications
networks. It also supplies contract and permanent technical staff such
as engineers, inspectors, project managers, switch technicians, and
inspectors. NorthStar is a subsidiary of AFL Network Services of Spartanburg,
is based in Exton, Pennsylvania. It designs and installs broadband
wireless and specialty communications systems. WPCS builds mobile wireless
networks, video security systems, and other communications systems.
is based in Milan, Tennessee. It offers a range of engineer, furnish,
and install services and well as testing and maintenance capabilities.
Telephone Switching is also a distributor of new and used telecommunications equipment.
As of the date hereof, the Company has three (3) employees who serve as officers and directors. We have fourteen (14) employees that are located primarily in the South and Midwest part of the United States. Those locations include: Texas (4), Florida (5), Missouri (2), and one each in Kansas, Indiana, and Arizona. Most of our employees have over twenty years experience with leading telecommunications companies such as Nokia Siemens Networks.
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
EIT Telecom, Inc. in 2006. Our financial performance for 2006
was approximately $2.2 million. Our focus in 2007 was to diversify
our client baseto sell beyond our traditional base
in the telecommunications sector.
Our efforts to diversify our client base, in 2007, led to
total revenue of $2.35 million and a gross profit of $1,132,647.
In 2008, the Company acquired a Nova Scotia-based IT networking firm,
CableTec Business Solutions Ltd. (hereinafter
CableTec). We changed the name of CableTec to Travana Networks
(Canada), Inc. (hereinafter Travana
Canada). The Travana Canada transaction was
executed with the goal to grow revenues through acquisition.
As a result
of the acquisition in 2008 the Company did grow the
gross revenue to approximately $3.574 million. However, even though
we grew the top line number by approximately fifty-two percent (52%)
in 2008, we did suffer on-going operating losses at Travana Canada,
leading to the Companys net profit
declining to $661,901, a forty-one and one half percent (41.56%) decrease
in gross profit. The Companys management decided that the on-going
month over month net operating losses at the newly acquired subsidiary,
Travana Canada, could not be satisfactorily repaired (and management
believed that cash flow could be better
utilized in other areas of the Company) and therefore
Corbridge management chose to close the Travana Canada office and cease
operations in Nova Scotia completely.
over the next eighteen (18) months, the Companys
management has decided to
focus on growing overall gross revenue through a series of initiatives.
We will be growing revenues internally by
providing better service to our current book of telecom clients and
providing new products and services to them. Since our current
book of business includes some of the leading companies in the telecom
sector, we believe that our current client base will profit from our
telecom consulting expertise and new product offerings such as 24/7
service maintenance contracts.
Also, the Company
created a new subsidiary, Corbridge Communications, Inc. (CCI),
who will provide wireless communications to highly remote areas such
as parts of Alaska, Canada, and the Caribbean. The Company acquired
the assets of Houston, Texas-based Starlight Investments, Inc. dba ULU
Telecom, which had developed a wireless Internet service in Hoonah,
Alaska. The Company believes there
is a market for wireless service in hard to reach areas. The
costs of technology implementation in remote areas have fallen significantly
with the development of new technologies. However, because of
the remote locale and spare population bases where
business will be developed, it is still not cost effective for large
telecommunications providers to develop these markets. But Corbridge,
through CCI, can develop these markets because we can provide the
infrastructure and service at a greatly reduced cost basis.
the Company will pursue appropriate acquisition candidates in either
the telecom service industry or the wireless telecommunications industry.
Costs and Resources
Cost and Expenses:
Our major costs consist of:
(1) payroll expenses, (2) sales-related, such as travel, expenses,
(3) shipping, and (4) telecom equipment purchases.
For the period from January 1, 2009,
through June 30, 2009, these costs totaled
A breakdown percentage-wise of the Companys costs and expenses is outlined below:
Sources of capital:
Our main source
of capital is from internal cash production through our
telecommunications switch equipment sales and charges for the labor
required to install the equipment.
Revenue from these two sources equals $1,016,895.89
for the period January 1, 2009, through June 30, 2009.
believes that its current capital resources and funding will enable
it to maintain its current and planned operations through the next twelve
(12) months. The Company intends to further develop its product line
and expand its client base. The Company anticipates, however,
that it will need to raise additional capital in order to sustain and
grow its operations over the next several years.
To the extent
that the Company's capital resources are insufficient to meet current
or planned operating requirements, the Company will seek additional
funds through equity or debt financing, collaborative or other arrangements
with corporate partners, licensees or others, and from other sources,
which may have the effect of diluting the holdings of existing shareholders.
The Company has no current arrangements with respect to, or sources
of, such additional financing and the Company does not anticipate that
existing shareholders will provide any portion of the Company's future
can be given that additional financing will be available when needed
or that such financing will be available on terms acceptable to the
Company. If adequate funds are not available, the Company may be required
to delay or terminate expenditures for certain of its programs that
it would otherwise seek to develop and commercialize. This would have
a material adverse effect on the Company.
The above could
be a direct result in the unlikely event of any of the following. One,
the companys credit rating were to fall. Second, the company
experiences sudden inordinate cash outflows. Lastly, the companys
internal control structure breaks down. These events are only
hypothetical and are baseless given the companys current operating position
To date, we have funded our operations through short-term debt. From inception, we have borrowed the following amounts:
We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse affect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this prospectus we did not have any commitments
from any source
to provide additional capital. Even if we are able to secure outside
financing, it may not be available in the amounts or the times when
we require. Furthermore, such financing would likely take the form of
bank loans, private placement of debt or equity securities or some combination
of these. The issuance of additional equity securities would dilute
the stock ownership of current investors while incurring loans, leases
or debt would increase our capital requirements and possible loss of
valuable assets if such obligations were not repaid in accordance with
Off-balance Sheet Arrangements
Since our inception
through October 28, 2009, we have not engaged in any off-balance sheet
and operational offices are located at 11811 North Freeway, Suite 500,
Houston, Texas 77060-3287, where we lease office space. We maintain
office space for EIT at 3971 Saint Johns Parkway, Sanford, Florida 32771-6373.
We believe these spaces are currently adequate and we have no plans
to move to expanded office space.
is involved in a lawsuit with a former President of its subsidiary,
EIT, for breach of contract. The Company finds no merit to the
lawsuit and intends to file all appropriate causes of action and other
counterclaims and aggressively pursue its legal rights. Additionally,
the Company is involved in a lawsuit with an individual who also claims
breach of contract concerning a potential employment contract that never
materialized. Once again, the Company finds no merit to that lawsuit,
plans to countersue the individual, and intends to vigorously defend
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our Board of
Directors currently consists of five members. Each director holds office
until his successor is duly elected by the stockholders. Executive officers
serve at the pleasure of the Board of Directors. Our current directors
and executive officers are:
The audit committee of our Board of Directors is responsible for reviewing and monitoring our financial statements and internal accounting procedures, recommending the selection of independent auditors by our board, evaluating the scope of the annual audit, reviewing audit results, consulting with management
Compensation and Nominations
have no compensation or nominating committee or other board committee
performing equivalent functions. Currently, all members of our Board
of Directors participate in discussions concerning executive officer
compensation and nominations to the Board of Directors. The Board
of Directors consists of five (5) individuals that all have various
conflicts between their own interests and the interests of the Company
as a whole. None of our Directors are independent.
Code of Conduct and Ethics
Our Board of
Directors has adopted a code of business conduct and ethics applicable
to our directors, officers and employees, in accordance with applicable
federal securities laws.
table sets forth the compensation of our Chief Executive Officer during
the last two calendar years ended December 31, 2008 and 2007. No officers
or directors received annual compensation in excess of $180,000 during
the last two completed fiscal years.
1, 2008, the Company changed the method used to calculate the compensation
of the Chief Executive Officer. The Company lowered the payout
of the base salary significantly, from $171,000 a year to $91,333 a
year, a forty-seven percent (46.58%) decrease in base salary for the
Chief Executive Officer. But the Company increased performance-based
and long term compensation packages for the Chief Executive Officer
to encourage management to place more emphasis on long term goals and
developing shareholder value. Under the structure from 2001 to
2007, the Chief Executive Officer received
his monthly base salary whether the Company was
operating with a net positive monthly cash flow or not.
Going forward, the Chief Executive Officer will receive a base salary
but the annual bonus will not be rewarded if
the Company does not operate in the black ten
(10) out of twelve (12) months of the fiscal year. In addition,
the Company decided that part of the Chief Executive Officers compensation
include a restricted stock award to encourage the Chief Executive Officer
to maximize shareholder value.
In the years 2007 and 2008, the Company paid all of the officers a combination of base salary, bonus, and restricted stock awards. For the Fiscal Year 2007, the total amount of compensation, both annual and long term, was $210,000. The annual compensation paid out in 2007 equals $185,000. For the Fiscal Year 2008, the total amount of compensation, both annual and long term, was $411,000. The annual compensation paid out in 2008 equals $211,000. The Companys officers, the Chief Executive Officer,
As our business
progresses and grows, we expect to hire and begin paying salaries to
other officers. We also expect to hire on more
part-time and two more full-time employees and add two more people to
our group of outside consultants who will be paid compensation and consulting
Company has in place employment agreements with its three senior officers
and the Companys directors. The Company has negotiated a five
(5) year employment agreement with Charles R. Shirley, J.D. to act as
Chief Executive Officer for a $250,000 salary, with a
cash bonus per year based upon one percent (1%) of the gross revenue
of the Company for the year. Moreover, Shirley
will receive 500,000 restricted shares of
the Companys Class A common stock per quarter. The restricted
common stock is subject to not only to a regulatory required six month
restriction period, but the common stock shares are also subject to
a long term vesting schedule.
has negotiated a five (5) year employment agreement with
Randy R. Mullins to be the Companys Chief Financial Officer.
The Company has committed to a $43,000 yearly salary.
Additionally, Mullins will receive
300,000 restricted shares of the Companys Class
A common stock per quarter. The restricted common stock
is subject to not only to a regulatory required six month restriction
period, but the shares are also subject
to a long term vesting schedule over a three year period.
has negotiated a two (2) year employment agreement with Jon R. Brashear
to be the Companys President of EIT Telecom, Inc. The Company
has committed to a $100,000 yearly salary for Brashear with a bonus
of one percent (1%) of gross revenue above forecast or a bonus of one
and one half percent (1.5%) of gross profit above forecast.
Additionally, Brashear will receive
100,000 restricted shares of the Companys Class
A common stock per quarter. The restricted common stock
is subject to not only to a regulatory required six month restriction
period, but the shares are also subject
to a long term vesting schedule.
We do not have
a stock option plan and we have not issued any warrants, options or
other rights to acquire our securities. However, we intend to adopt
an incentive and non-statutory stock option plan in the future.
Pension, Profit Sharing or other Retirement Plans
We do not have
a defined benefit, pension plan, profit sharing or other retirement
plan, although we may adopt one or more of such plans in the future.
we pay our directors for attending meetings of our Board of Directors,
although we expect to adopt a director compensation policy by the end
of the current year. The directors are each paid
twenty five thousand (25,000) restricted shares of the Companys Class
A common stock per quarter which is also subject to a long term
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth as of September 18, 2009 the ownership of our common stock by each person known by us to be the beneficial owner of more than five percent (5%) of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge we have listed all individuals that fall within the stated parameters and the persons named have sole voting
AND RELATED TRANSACTIONS
From time to
time, Aidan Capital Management, LLC, a Delaware limited liability company,
which is controlled by Charles R. Shirley, Corbridges Chief Executive
Officer, lends cash to the Company to meet short-term obligations.
The loans are always no term, no collateral loans.
We are authorized
to issue 400,000,000 shares of Class
A common stock, $0.001 par value per share, of which 136,659,987
shares are issued and outstanding as of September 18, 2009. The Companys
common stock consists of A common stock shares and B common
stock shares. A common stock shares are participatory and they
have voting rights. Each vote may be done in person or by proxy. B
common stock shares are non-participatory and they have voting rights
only. B common stock shares vote in a ratio of 500 to 1
in relation to A common stock shares.
We have authorized 10,000,000 shares of Class
B shares and 800,000 shares of
Class B shares issued and outstanding. All issued and outstanding
Class B shares are held by the Companys Chief Executive Officer.
of shares of our Class A common stock do not have cumulative voting
rights in the election of directors, which means that the holders of
more than 50% of the outstanding shares voting for the election of directors
can elect all of our directors if they so choose and, in such event,
the holders of the remaining shares will not be able to elect any of
our directors. At the completion of this Offering, assuming
the maximum shares are sold, the officers and directors at that time
will beneficially own approximately sixty-five percent (64.5%)
of the outstanding shares of our Class
A common stock. Accordingly, after completion of this Offering,
our present stockholders will be in a position to control all of our
affairs and elect all of our directors.
There is no
public trading market for our common stock and a regular trading market
may not develop, or if developed, may not be sustained. Unless and until
a trading market exists, a stockholder in all likelihood will not be
able to resell his or her securities should he or she desire to do so.
While we will endeavor to have our common stock listed for trading on
the OTCBB, there is no assurance that we will be able to do so. We have
engaged Spartan Securities Group, Inc. (Spartan) to be our sponsoring
for listing a company's shares for trading on the OTCBB requires a market
maker to file a listing application with the NASD on our behalf. The
application is reviewed by the NASD and may or may not be approved.
The process of seeking OTCBB listing can take 60 days or more to complete
and any listing is contingent on the NASD approving our application.
If our application is approved, the NASD will assign us a trading symbol
which will then become listed and quoted on the OTCBB. Being listed
on the OTCBB will facilitate buyers and sellers to consummate purchases
and sales of our stock as well as allowing the market price to adjust
to reflect current valuations of our business. Spartan filed
such listing application immediately following the initial filing of
this Form S-1.
Penny Stock Considerations
stock will be deemed to be "penny stock" as that term is generally
defined in the 1934 Act to mean equity securities with a price of less
than $5.00. Our shares thus 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 or accredited investor 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. Generally, an individual with
a net worth in excess of $1,000,000 or annual income exceeding $100,000
individually or $300,000 together with his or her spouse is considered
an accredited investor. In addition, under the penny stock regulations
the broker-dealer is required to:
these regulations, broker-dealers may encounter difficulties in their
attempt to buy or sell shares of our common stock, which may affect
the ability of selling stockholders 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 common stock
even if our common stock becomes publicly traded. In addition, the liquidity
for our common stock may be decreased, with a corresponding decrease
in the price of our common stock. Our shares are likely to be subject
to such penny stock rules for the foreseeable future.
Common Stock Currently
September 18, 2009, much of our currently outstanding shares (136,659,987)
consisted of restricted common stock. Of this amount 50,125,316 shares
are eligible for resale pursuant to Rule 144 of the Securities Act.
We are not registering any shares for sale currently held by stockholders
in this prospectus nor do we have any plan or commitment to register
such shares on behalf of any such stockholder in the future.
As of October
30, 2009, we had 164 stockholders of record of our common stock.
We have not
declared any cash dividends on our common stock since our inception
and do not anticipate paying any dividends in the foreseeable future.
We plan to retain future earnings, if any, 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.
Reports to Stockholders
We are not
currently subject to the information and reporting requirements of the
1934 Act but will begin to file periodic reports and other information
with the SEC at the conclusion of this Offering. We intend to send annual
reports to our stockholders containing audited financial statements.
Transfer, located at 100 Second Avenue South, Suite 705S, Saint Petersburg,
Florida 33701-4307 is the registrar and transfer agent for our common
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our By-laws, subject to the provisions of Texas Corporation Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act
of the shares offered under this registration statement is being passed
upon by Nannarone & McMurdo, LLP, 501 Madison Avenue, Suite 501,
New York, New York 10022-5625.
statements for the fiscal years ending June 30, 2008, 2007 and 2006
included in this prospectus have been so included in reliance on the
report of Van Wassehnova & Associates, 804 West Dallas Street, Suite
11, Conroe, Texas 77301-2248, independent auditors, given on that firm's
authority as experts in auditing and accounting.
We have filed
with the SEC a registration statement on Form S-1 (File Number 21-102795)
under the Securities Act regarding the shares of common stock offered
hereby. This prospectus does not contain all of the information found
in the registration statement, portions of which are omitted as permitted
under the rules and regulations of the SEC. For further information
regarding us and the securities offered by this
prospectus, please refer to the registration statement, including its
exhibits and schedules. Statements made
in this prospectus concerning the contents of any contract, agreement
or other document filed as an exhibit
to the registration statement are summaries of the terms of those documents.
The registration statement of which this prospectus forms a part, including
its exhibits and schedules, may be inspected and copied at the public
reference room maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549, on official business days during the hours of 10 a.m. to
3 p.m. You may obtain information on the operation of the public reference
room by calling the SEC at 1-800-SEC-0330.
The SEC maintains
a web site on the Internet at www.sec.gov. Our registration statement
and other information that we file with the SEC are available at the
We intend to
make available to our stockholders annual reports (on Form 10-K) containing
our audited consolidated financial statements and make available quarterly
reports (on Form 10-Q) containing our unaudited interim consolidated
financial information for the first three fiscal quarters of each of
our fiscal years.
If you are
a stockholder, you may request a copy of these filings at no cost by
contacting us at:
Corbridge Group, Inc.
11811 North Freeway, Suite 500
Houston, Texas 77060-3287
(832) 225-1372 (o)
(832) 201-0892 (f)
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Travana Networks Incorporated
9 Months Ended March 31, 2009 Unaudited
and 2008 AUDITED
TRAVANA NETWORKS, INC. AND SUBSIDIARIES
Notes to the Financial Statements
Note 1 - Organization and Business
Inc (the Company), a Texas corporation, is a privately owned telephone
equipment sales and installation company with its principal offices
in Spring, Texas, with a subsidiary office in Sanford, Florida. The
core business of the Company is communications/IT infrastructure company
that provides telecommunications services to both the regulated and
unregulated Telephone and Cable companies as well as managed IP networks
including VOIP, web hosting, data storage, co-location and security
services to protect mission critical applications and data for enterprises
and government throughout North America. The Company's success
is based upon offering a unique blend of cost effective communications/IT
products, services and solutions deliverable anywhere in North America.
Note 2 - Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash and cash
equivalents include money market accounts and highly liquid investments
with an original maturity of three months or less.
Concentration of Credit Risk
maintains its cash in bank deposit accounts, which at times may exceed
federally insured limits. The Company has not experienced any
losses in such accounts and management believes that it is not exposed
to any significant credit risk for cash.
Principles of Consolidation
consolidated financial statements present the consolidated balance sheet,
consolidated statement of income and consolidated statement of cash
flows of Travana Networks, Inc. and its subsidiaries. All significant
intercompany transactions and balances have been eliminated.
Inventory consists of telephone switching and networking equipment. It is valued at the lower of cost or market value at June 30, 2008.
of sales and installation of Telephone Company switching and networking
equipment. The Company records sales upon delivery of the product and
acceptance by the customer.
policy is to expense advertising costs as incurred and amounted to $1,079
Property, Plant and Equipment
Property, plant and equipment are depreciated over their expected useful lives using the straight-line method. Maintenance and repairs that do not extend the life of assets are expensed as incurred. Expenditures which improve or extend the life of assets are capitalized. Property, plant and equipment consist of the following:
Computer equipment $219,361
Office furniture and equipment 59,456
Software & licenses 127,965
Development costs 36,176
Less-Accumulated depreciation (538,808)
and equipment, net $41,363
of financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts and 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
are stated at the amount the Company expects to collect from balances
outstanding at year-end. Based on the Company's assessment of the credit
history with customers having outstanding balances and current relationships
with them, it has concluded that realization losses on balances outstanding
at year-end will be immaterial.
recognizes deferred income tax assets and liabilities for the expected
future tax consequences of events that have been recognized differently
for financial reporting and tax reporting purposes. Under this method,
deferred income tax assets and liabilities are determined based on the
difference between the financial statement carrying amounts and tax
bases of assets and liabilities using enacted rates and laws in effect
in the years in which the differences are expected to reverse. Deferred
income tax assets are evaluated for realization based on a more-likely-than-not
criteria in determining if a valuation allowance should be provided.
At June 30, 2008, no deferred income tax assets or liabilities have
Note 3 - Subsidiaries
The following parent/subsidiary relationship exists:
Travana Networks, Inc.
Pedernales River Capital Holdings, Inc. Travana Networks (Canada), Inc. (55%)
100% of EIT,
Inc was acquired on July 1, 2006. The acquisition cost was $837,461
and the book value of EIT, Inc. at that time was negative $663,379.
This resulted in goodwill of $1,500,840. During the years ended
June 30, 2007 and June 30, 2008, $1,000,000 and $100,000 respectively
was amortized as impairment losses.
Pedernales River Capital Holdings, Inc.
Inc created a Colorado subsidiary called Pedernales River Capital Holdings,
Inc. (hereinafter Pedernales) on October 16, 2007. Pedernales
is acting as a holding company for certain financial instruments purchased
by Travana in 2007 and 2008.
Travana Networks (Canada), Inc.
Inc. acquired a Nova Scotia company called Travana Networks (Canada),
Inc. on July 1, 2007. Travana Networks (Canada), Inc. was in the
information networking business essentially in the provinces of Nova
Scotia, Prince Edward Island and New Brunswick, Canada.
Note 4 -
Commitments and Contingencies
The Company leases office space in its various locations which are accounted for as operating leases. Rent expense amounted to $12,263 for the year ended June 30, 2008. Year ending December 31,
is periodically involved in various claims and other actions arising
in the ordinary course of business. Management is not aware of
any asserted or unasserted claims that will have a material adverse
effect on the financial position or results of operations of the Company.
As indicated in the accompanying financial statements, the Company showed a net loss of $2,267,511 during the year ended June 30, 2008. As of that date, the Company's current liabilities exceeded its current assets by $1,256,468 and its total liabilities exceeded its total assets by $689,265. Those factors create an uncertainty about the Company's ability to continue as a going concern. Management is developing a plan to reduce its liabilities through obtaining additional capital. The ability of the Company to continue as a going concern is dependent on acquiring this additional capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Note 5 - Retirement Plan
January 2006, the Company established a Simple IRA plan to replace the
existing 401(k) plan. In order to participate, an employee must have
had to have completed one month of service. The Company matched
up to 3% of an employee's salary up to the maximum amount allowed by
law and could make an additional contribution for the plan year.
The Company cost for 2008 was $39,749.
Note 6 - Stock
Inc. has authorized 400,000,000 shares of common stock with a par value
of $0.001. As of June 30, 2008, 92,406,875 shares are outstanding.
Inc. has issued 4,790 Class A Preference Shares with a par value of
$100 to several individuals as part of the purchase of Travana Networks
(Canada), Inc. During the year ended June 30, 2008, the Preference Shares
were issued in Travana Networks (Canada), Inc. subsidiary, not in the
Texas parent corporation.
Note 8 - Line of Credit
maintains a line of credit with Bank of America for $100,000.
It is collateralized by accounts receivables and bears an interest rate
Note 9 - Subsequent Event
On July 1, 2008, the management and directors of the Company decided to: (1) cease operations of the Travana Networks (Canada), Inc. subsidiary, (2) divest itself of the subsidiary, and (3) terminate the Nova
days after the date when the securities are
sold, all dealers effecting transactions in the shares, whether or not
participating in the distribution, may be required to deliver a prospectus.
This is in addition to the obligation of dealers to deliver a prospectus
when acting as underwriters to their unsold allotments or subscriptions.
NOT REQUIRED IN PROSPECTUS
Registrant is a Texas corporation and the provisions of the Texas General
Corporation Law will be applicable to the indemnification the Registrant
offers to its officers, directors and agents. In its Articles
of Incorporation, as amended, the Registrant generally agrees to indemnify
each person who is a director or officer of the Registrant, or serves
at the request of a director or officer as a director, officer, employee
or agent of another company, in accordance with the Registrants By-laws,
to the fullest extent permissible by the Texas General Corporation Law
or other applicable laws. In its By-laws the Registrant indicates that,
in connection with any such indemnification, it is within the discretion
of the Board of Directors whether to advance any funds in advance of
disposition of any action, suit or proceeding.
the Articles of Incorporation, the By-laws, and the Texas General Corporation
Law, no director of the Registrant will be personally liable to the
Registrant or its stockholders for monetary damages, or expenses in
defense of an action, for breach of fiduciary duty as a director or
by reason of the fact that he is or was a director, officer, employee
or agent of the Registrant, or serving in such capacity for another
entity at the request of the Registrant, except for liability (i) for
any breach of the directors duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or (iii)
for any transaction from which the director derived an improper personal
benefit. The Registrant has the power to purchase and maintain insurance
on behalf of any persons potentially eligible for indemnification. The
rights to indemnification are also applicable to those persons entitled
to such rights by virtue of the Registrants consummation of a business
combination, including such consummations wherein the Registrant is
merged into or reorganized as a new entity.
foregoing description of available indemnification is a summary only,
and is qualified in its entirety by the complete terms and provisions
of the Texas General Corporation Law and also the Registrants Articles
of Incorporation and By-laws, filed herewith as exhibits.
ITEM 25. EXPENSES OF ISSUANCE
following are our expenses related to our initial public offering:
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. 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 Act and will be governed by the final
adjudication of such issue.
Registrant is registering securities under Rule 415 of the Securities
Act and hereby undertakes:
2. That, for
the purposes of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be 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
4. The undersigned
Registrant hereby undertakes that:
A. For determining
liability of the undersigned small business issuer under the Securities
Act to any purchaser in the initial distribution of the securities,
the undersigned small business issuer undertakes that in a primary offering
of securities of the undersigned small business issuer 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 small business issuer will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
B. That for
the purpose of determining liability under the Securities Act to any
the small business issuer is subject to Rule 430C:
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
for Acceleration of Effective Date. If the small business issuer (Registrant)
requests acceleration of the effective date of this registration statement
under Rule 461 under the Securities Act, it shall include the following:
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred
or paid by a director, officer or controlling person of the small business
issuer 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 small business issuer will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-1 and authorized this amendment
to the registration statement to be signed on its behalf by the undersigned,
in the City of Houston, Texas, on November 2, 2009.
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.