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EX-5.1 - LEGAL OPINION - FINDITALL, INC | fs1a1ex5_finditall.htm |
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT - FINDITALL, INC | fs1a1ex23_finditall.htm |
EX-10.3 - INVESTMENT CERTIFICATE - FINDITALL, INC | fs1a1ex10iii_finditall.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Registration
No. 333-160536
AMENDMENT
NO. 1
FINDITALL,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
5960
(Primary
Standard Industrial Classification Code Number)
_______________
(I.R.S.
Employer Identification No.)
41
Owatonna Street
Haworth,
New Jersey 07641
Fax:
(201) 586-0258
(Address,
including zip code, and telephone number, including area code, of Registrant’s
principal executive offices)
Corie
Weisblum
41
Owatonna Street
Haworth,
New Jersey 07641
Fax:
(201) 586-0258
(Address,
including zip code, and telephone number, including area code, of agent for
service)
Copies
to:
Barbara
R. Mittman, Esq.
551
Fifth Avenue, Suite 1601
New
York, NY 10176
Tel:
(212) 697-9500
From
time to time after the effective date of this Registration
Statement
(Approximate
date of commencement of proposed sale to the public)
1
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 box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
Indicate
by check mark whether the registrant is a large accelerated file, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large
accelerated filer o
|
Accelerated
filer
o
|
|
Non-accelerated
filer o
(Do
not check if a smaller reporting company)
|
Smaller
reporting company x
|
2
Calculation
of Registration Fee
Title
of Each Class of Securities
to
be Registered
|
Amount
to be
Registered
(1),
(2)
|
Proposed
Offering
Price
Per Share (3),
(4)
|
Proposed
Maximum
Aggregate
Offering
Price(3),
(4)
|
Amount
of
Registration
Fee
|
||||||||||||
Common
Stock,
to
be offered for resale by selling stockholders
|
30,575,000
|
$
|
0.50
|
$
|
15,287,500.00
|
$
|
2,790.00
|
(1)
|
An
indeterminate number of additional shares of common stock shall be
issuable pursuant to Rule 416 to prevent dilution resulting from stock
splits, stock dividends or similar transactions and in such an event the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416 under the Securities Act of
1933, as amended (the “Securities
Act”).
|
(2)
|
Represents
shares issued by FindItAll, Inc. in private placement transactions
completed on June 1, 2009.
|
(3)
|
This
price was arbitrarily determined by FindItAll,
Inc.
|
(4)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933, as amended (the
“Securities Act”).
|
The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
3
SUBJECT
TO COMPLETION, DATED _________________, 2009
FINDITALL,
INC.
PROSPECTUS
30,575,000 SHARES
COMMON
STOCK
The
selling stockholders named in this prospectus are offering the 30,575,000 shares of common stock of FindItAll, Inc. The
selling stockholders acquired the shares directly from our company in private
offerings that were exempt from the registration requirements of the Securities
Act of 1933. We have been advised by the selling stockholders that they may
offer to sell all or a portion of their shares of common stock being offered in
this prospectus from time to time. The selling stockholders will sell the shares
of our common stock at a fixed price of $0.50 per share until shares of our
common stock are quoted on the OTC Bulletin Board or listed for trading or
quoted on any other public market, other than quotation in the pink sheets, and
thereafter at prevailing market prices or privately negotiated prices. Our
common stock is not now, nor has ever been, traded on any market or securities
exchange, and we have not applied for listing or quotation on any public market.
Although we intend to seek to have our common stock quoted on the OTC Bulletin
Board, we cannot provide any assurance that our common stock will ever be quoted
on the OTC Bulletin Board or traded on any securities exchange. The purchaser in
this offering may be receiving an illiquid security. In order to apply for
quotation of our common stock, a market maker must file a Form 15c-211 to allow
the market maker to make a market in our shares of common stock. At the date
hereof, we are not aware that any market maker has any such intention. We cannot
provide any assurance that we will be able to locate a market maker willing to
file a Form 15c-211 for our company. We will not receive any proceeds from the
sale of shares of our common stock by the selling stockholders. We will pay for
the expenses of this offering.
The
purchase of the securities offered through this prospectus involves a high
degree of risk. You should carefully read and consider the section of this
prospectus entitled “Risk Factors” on pages 9
through 13 before buying any shares of our common
stock.
Neither
the United States Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The
information contained in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the United States Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
The Date
of this Prospectus is: ____________, 2009
4
TABLE
OF CONTENTS
Page
|
|
Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges
|
6
|
Risk Factors
|
9
|
Use of Proceeds
|
12
|
Determination of Offering
Price
|
12
|
Dilution
|
12
|
Selling Stockholders
|
12
|
Plan of Distribution
|
14
|
Description of Securities to Be
Registered
|
17
|
Interests of Named Experts and
Counsel
|
18
|
Information With Respect to the
Registrant
|
18
|
Management’s Discussion of Financial Condition and
Plan of Operation
|
20
|
Description of
Property
|
22
|
Legal Proceedings
|
22
|
Quantitative and Qualitative Disclosure About
Market Risk
|
22
|
Market For Common Equity And Related Stockholder
Matters
|
22
|
Financial Statements
|
22
|
Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure
|
24
|
Directors, Executive Officers, Promoters and
Control Persons
|
24
|
Executive
Compensation
|
24
|
Security Ownership Of Certain Beneficial Owners
And Management
|
25
|
Certain Relationships And Related
Transactions
|
26
|
Reports to
Stockholders
|
26
|
Disclosure Of Commission Position Of
Indemnification For Securities Act
Liabilities
|
26
|
Information Not Required In
Prospectus
|
28
|
Exhibits and Financial Statement
Schedules
|
29
|
Signatures
|
31
|
5
SUMMARY
INFORMATION, RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES
As used
in this prospectus, unless the context otherwise requires, “we,” “us,” “our,”
the “Company” and “FindItAll” refers to FindItAll, Inc. All dollar amounts in
this prospectus are in U.S. dollars unless otherwise stated. You should read the
entire prospectus before making an investment decision to purchase our common
stock.
Overview
of Our Business
FindltAll,
Inc., (the "Company"), is an Internet company aimed at generating revenues from
o ur e -commerce business
which sell s specialty
products through the i nternet. Through future planned advertising on social networks , we hope to be able to reach users both through referral sites
that do not charge us and through basic Internet
advertising. FindltAll ’s easy to remember domain name receives traffic through
direct navigation and organic search results on the major search engines. Our
FindltAll subsidiary, American MoBlog, Inc., hopes to operate a website for a
local search directory and advertising network that will bring local advertising to targeted
consumers.
We are a
development-stage company. Our success will be driven by our ability to
create, grow and monetize an online audience in a cost-effective manner and
enable advertisers to reach relevant online consumers effectively. Revenues
are currently derived from the markup to the products we
offer for sale. If we are unable to generate material revenues
or obtain adequate financing, our business may fail and you may lose some or all
of your investment in our common stock.
Company
Information
We were
incorporated on May 22, 2008 pursuant to the laws of the State of Nevada. Our
principal executive offices are located at 41 Owatonna Street,, Haworth,
New Jersey 07641 and our telephone number is (516) 526-6510. Our Internet
address is www.FindItAll.com.
About
this Prospectus
You
should only rely on the information contained in this prospectus. We have not,
and the selling stockholders have not, authorized anyone to provide information
different from that contained in this prospectus. The selling stockholders are
offering to sell, and seeking offers to buy, shares of our common stock only in
jurisdictions where offers and sales are permitted. You should not assume that
the information in this prospectus is accurate as of any date other than the
date on the front of the document.
Special
Note Regarding Forward-Looking Statements
Some of
the statements under “Overview of Our Business”, “Risk Factors”, “Plan of
Operation”, “Business”, and elsewhere in this prospectus constitute
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expects”, “plans”,
“anticipates”, “believes”, “intends to”, “estimated”, “predicts”, “potential”,
or “continue” or the negative of such terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties, and other factors that may cause our actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by such forward-looking statements. These factors include, among other
things, those listed under “Risk Factors”, “Plan of Operation” and elsewhere in
this prospectus. 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. We undertake no obligation to
update any of the forward-looking statements after the date of this prospectus
to conform forward-looking statements to actual results.
6
The
Offering
Selling
Security Holders:
|
The
selling stockholders named in this prospectus are existing stockholders of
FindltAll who purchased shares of our common stock in private placement
transactions completed on June 1, 2009. The issuance of the shares by us
to the selling stockholders was exempt from the registration requirements
of the Securities Act of 1933 (the “Securities Act”). See “Selling
Security Holders.”
|
Securities
Being Offered:
|
Up
to 30,575,000 shares of our common stock, par
value $0.0001 per share.
|
Offering
Price:
|
The
selling stockholders will sell the shares of our common stock at a fixed
price of $0.50 per share until shares of our common stock are quoted on
the OTC Bulletin Board or listed for trading or quoted on any other public
market, other than quotation in the pink sheets, and thereafter at
prevailing market prices or privately negotiated prices. We intend to seek
to have our common stock quoted on the OTC Bulletin upon our becoming a
reporting entity under the Securities Exchange Act of 1934 (the “Exchange
Act”), but we cannot provide any assurance that our common stock will ever
be quoted on the OTC Bulletin Board or traded on any securities
exchange.
|
Minimum
Number of Shares To Be Sold in This Offering:
|
None.
|
Common
Stock Outstanding Before and After the Offering:
|
100,000,000
shares of our common stock are issued and outstanding as of the date of
this prospectus. All of the 30,575,000 shares
of common stock to be sold under this prospectus will be sold by existing
stockholders.
|
Use
of Proceeds:
|
We
will not receive any proceeds from the sale of the common stock by the
selling stockholders.
|
Risk
Factors:
|
See
“Risk Factors” below and the other information in this prospectus for a
discussion of the factors you should consider before deciding to invest in
shares of our common stock.
|
7
Summary
Financial Information
The
following table sets forth summary financial data derived from our financial
statements. The data should be read in conjunction with the financial
statements, related notes and other financial information included in this
prospectus.
BALANCE
SHEET
|
Nine Months Ended
September 30 , 2009
(Unaudited)
|
Period
from
Inception
(May
22, 2008) to
December
31, 2008
(Audited)
|
||||||
Total
Assets
|
$
|
6,409
|
$
|
15,364
|
||||
Total
Liabilities
|
$
|
1,583
|
$
|
5,559
|
||||
Shareholder's
Equity
|
$
|
4,826
|
$
|
9,805
|
||||
OPERATING
DATA
|
||||||||
Revenue
|
743
|
$
|
720
|
|||||
Net
Loss
|
$
|
(5,120
|
)
|
$
|
(15,317
|
)
|
||
Net
Loss Per Share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
We have
operated at a loss since our inception, and we cannot assure you that we will
operate at a profit in the future. Because we have operated at loss, we have
relied upon a private placement of common stock to fund our operations since our
inception, and must continue to rely on debt or equity investments until we
operate profitably, if ever.
Our
auditor's report dated May 26, 2009 on our financial statements for the year
ended December 31, 2008 included a going concern qualification which stated that
there was substantial doubt as to our ability to continue as a going concern. We
continue to be undercapitalized because of our continued losses from operations
and do not have sufficient financial resources to meet the anticipated costs of
completing the development and marketing of our social networking and loyalty
marketing services. Accordingly, we will need to obtain additional financing in
order to complete our plan of operation and meet our current obligations as they
come due.
8
RISK
FACTORS
An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, if we publicly trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.
Risks
Related to Our Business
The
fact that we do not have significant cash or other material assets, nor do we
have an established source of revenues sufficient to cover our operating costs
raises substantial doubt about our ability to continue as a going concern, as
indicated in our independent auditors’ report in connection with our audited
financial statements.
We do not
have significant cash or other material assets, nor do we have an established
source of revenues sufficient to cover our operating costs. Because of all
of these factors, our independent auditors’ report includes an explanatory
paragraph about our ability to continue as a going concern. We will, in all
likelihood, continue to incur operating expenses without significant revenues
until our products and services gain significant popularity. Management projects
that we may require an additional $50,000 to fund our operating expenditures for
the next twelve month period. If we are unable to generate material revenues or
obtain adequate financing, our business may fail and you may lose some or all of
your investment in our common stock.
Since
we lack an operating history, we face a high risk of business failure, which may
result in the loss of your investment.
We are a
development-stage company and have not fully
completed the development of our online retail services and established our marketing initiatives. We were
incorporated on May 22, 2008 and to date have been involved primarily in
organizational activities and initial development and beta testing of our online
retail services. To date, our website is
operational and the beta testing is almost completed . Thus we have no way to evaluate the
likelihood that we will be able to operate our business successfully. We cannot
guarantee we will be successful in generating revenue in the future or be
successful in raising funds through the sale of debt and/or equity to pay for
the development expenses. We have not earned any significant revenue. Failure to
generate revenue may cause us to go out of business, which will result in the
complete loss of your investment.
We
face significant competition from other more established
online retail sales services.
We
compete with other online retail companies possessing greater financial
resources and technical facilities than we do. Accordingly, these
competitors may be able to spend greater amounts on hiring and retaining
qualified personnel to conduct our planned activities, which could cause delays
in implementing our plans.
Since
our sole officer and director has no direct experience in the online
retail services’ industries, we may never be successful in
implementing our business strategy, which will result in the loss of your
investment.
Corie
Weisblum, our sole officer and director, has no direct experience in the online
retail sales services. As a result, she may not be fully aware of many of the
specific requirements of operating an online retail business.
Consequently our operations, earnings and ultimate financial success could
suffer irreparable harm due to her lack of experience in this area. As a result,
we may have to suspend or cease operations, which will result in the loss of
your investment.
Compensation
may be paid to our officers, directors and employees regardless of our
profitability. Such payments may negatively affect our cash flow and our ability
to finance our business plan, which would cause our business to
fail.
Although
Corie Weisblum, our sole officer and director, is not receiving monetary compensation, she and any future employees of our
company may, in the future, be entitled to receive monetary compensation, payments and reimbursements
regardless of whether we operate at a profit or a loss. Ms. Weisblum did, however, receive 1,000,000 shares of the
Company’s common stock as compensation for her employment. Any
monetary compensation received by Ms. Weisblum, or
any other personnel in the future, will be determined from time to time by the
Board of Directors, which currently consists of Ms. Weisblum in her capacity as
our sole officer and director. We expect to reimburse our sole officer and
director and any future personnel for any direct out-of-pocket expenses they
incur on behalf of us.
9
Risks
Related To The Internet Industry
Our
business depends on the development and maintenance of the Internet
infrastructure.
The
success of our business will depend largely on the
further development and maintenance of the Internet infrastructure. This
includes maintenance of a reliable network backbone with the necessary speed,
data capacity, and security, as well as timely development of complementary
products, for providing reliable Internet access and services. The Internet has
experienced, and is likely to continue to experience, significant growth in the
numbers of users and amount of traffic. The Internet infrastructure may be
unable to support such demands. In addition, increasing numbers of users,
increasing bandwidth requirements, or problems caused by “viruses,” “worms,” and
similar programs may harm the performance of the Internet. The backbone
computers of the Internet have been the targets of such programs. The Internet
has experienced a variety of outages and other delays as a result of damage to
portions of its infrastructure, and it could face outages and delays in the
future. These outages and delays could reduce the level of Internet usage
generally as well as the level of usage of our services.
If
we are unable to hire and retain highly qualified
personnel with experience in online retail sales and
marketing , we may not be able to implement our business plan and our
business will fail.
Our
success will largely depend on our ability to hire or contract highly qualified
personnel with experience in online retail sales and marketing. These
individuals may be in high demand and we may not be able to attract the staff we
need. In addition, we may not be able to afford the high salaries and
fees demanded by qualified personnel, or may lose such employees after they are
hired. Currently, we have not hired any key personnel. Our
failure to hire key personnel when needed could have a significant negative
effect on our business.
We do not have any Intellectual Property protection on FindItAll.com.
To date,
we have not applied for any patent, trademark, trade name or copyright
protection. We intend to file to protect the
trademark “FindItAll.com.”. We do however, currently hold various domain name
registrations relating to our brands, FindltAll.com and
AmericanMoBlog.com.
There
is a risk that we may be unable to continue our services or continue operations
if we experience uninsured losses or an act of God.
In the event of a major earthquake or major power failure,
our computer systems could be rendered inoperable for protracted periods of
time, which would impair our ability to provide online retail sales services and
thus adversely affect our financial condition. In the event of a major civil
disturbance, our operations could be adversely affected. Should such an
uninsured loss occur, we could lose significant revenues and financial
opportunities in amounts that would not be partially or fully compensated by
insurance proceeds.
We
are dependant on third-party providers for internet
services and may not be able to continue operations if there is a disruption in
the supply of such services.
We depend and will continue to
depend upon third-party independent contractors such
as Yahoo for hosting and Pay Pal for processing payments for which we pay
monthly subscription fees. We cannot guaranty that these third party
independent contractors will continue to allow us to subscribe to their
services. We also anticipate hiring contractors to enhance our website
and complete the development of the AmericanMoBlog.com website. Such third party
contractors have no fiduciary duty to the shareholders of our company and may
not perform as expected. Inasmuch as the capacity for certain services by
certain third-parties may be limited, the inability of those third-parties, for
economic or other reasons, to provide services could have a material adverse
effect upon the results of our operations and financial condition.
We
may suffer from rapidly changing products, services and technologies related to the internet, which could make our products and
services obsolete.
The
online retail sales services’ industry is generally characterized by rapidly
changing products, services and technologies that could result in the
obsolescence or short life cycles of our services. These market
characteristics are exacerbated by the changing nature of the networking
business and the fact that in the near future many companies may introduce
services similar to those offered by us. Accordingly, our ability to compete
will depend upon our ability to continually enhance and improve our services,
and to provide new and innovative services. Competitors may develop services or
technologies that render those of our company obsolete or less marketable. In
addition, our systems and services may not prove to be sufficiently reliable or
robust in wide spread commercial application.
Competition
from other internet providers.
Our
primary competitors include internet search providers such as Google and Yahoo!
which have a strong global present, well-established brand names, more users and
customers and significantly greater financial resources than we do. We compete
with these entities for both users and customers on the basis of user traffic,
quality (relevance) and quantity (index size) of search results, availability
and ease of use of our products and services, the number of customers,
distribution channels and the number of associated third-party websites. We also
face competition from traditional advertising media, such as newspapers, yellow
pages, magazines, billboards and other forms of outdoor media, television and
radio which compete for a share of our customers’ marketing budgets. Large
enterprises currently spend a relatively small percentage of their marketing
budgets on online marketing as compared to the percentage they spend on other
advertising media.
10
Existing
or future government regulation of internet could
harm our business.
We are
subject to the same federal, state and local laws as other companies conducting
business on the Internet. Today there are relatively few laws
specifically directed towards conducting business on the
Internet. However, due to the increasing popularity and use of the
Internet, many laws and regulations relating to the Internet are being debated
at the state and federal levels. These laws and regulations could
cover issues such as user privacy, freedom of expression, pricing, fraud,
quality of products and services, taxation, advertising, intellectual property
rights and information security. Applicability to the Internet of
existing laws governing issues such as property ownership, copyrights and other
intellectual property issues, taxation, libel, obscenity and personal privacy
could also harm our business. Current and future laws and regulations
could harm our business, results of operation and financial
condition.
Laws
or regulations relating to privacy and data protection may adversely affect the
growth of our Internet business or our marketing efforts.
We are
subject to increasing regulation at the federal, state, and international levels
relating to privacy and the use of personal user information. These data
protection regulations and enforcement efforts may restrict our ability to
collect demographic and personal information from users, which could be costly
or harm our marketing efforts.
Risks
Related to This Offering
We
will likely conduct further offerings of our equity securities in the future, in
which case your proportionate interest may become diluted.
We
completed an offering of 100,000,000 shares of our common stock to investors
as of June 1, 2009. Since our inception, we
have relied on such sales of our common stock to fund our operations. We will
likely be required to conduct additional equity offerings in the future to
finance our current business or to finance subsequent businesses that we decide
to undertake. If common stock is issued in return for additional funds, the
price per share could be lower than that paid by our current stockholders. We
anticipate continuing to rely on equity sales of our common stock in order to
fund our business operations. If we issue additional stock, your percentage
interest in us could become diluted.
If
a market for our common stock does not develop, stockholders may be unable to
sell their shares.
There is
currently no market for our common stock and we can provide no assurance that a
market will develop. Upon obtaining a sufficient member of
shareholders, we intend to apply for quotation of our common stock on the OTC
Bulletin Board. However, we can provide no assurance that our shares
will be approved for quotation on the OTC Bulletin Board or, if quoted, that a
public market will materialize. If our common stock is not quoted on
the OTC Bulletin Board or if a public market for our common stock does not
develop, stockholders may not be able to re-sell the shares of our common stock
that they have purchased and may lose all of their investment.
Because
our stock is a penny stock, stockholders will be more limited in their ability
to sell their stock.
The
shares offered by this prospectus constitute a penny stock under the Exchange
Act. The shares will remain classified as a penny stock for the
foreseeable future. The classification as a penny stock makes it more
difficult for a broker-dealer to sell the stock into a secondary market, which
makes it more difficult for a purchaser to liquidate his or her
investment. Any broker-dealer engaged by the purchaser for the
purpose of selling his or her shares will be subject to Rules 15g-1 through
15g-10 of the Exchange Act. Rather than having to comply with these
rules, some broker-dealers will refuse to attempt to sell a penny
stock.
The
Financial Industry Regulatory Authority sales practice requirements may also
limit a stockholder’s ability to buy and sell our stock.
In
addition to the “penny stock” rules described above, the Financial Industry
Regulatory Authority, which we refer to as FINRA, has adopted rules that require
that in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer’s financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. The FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for shares of our common
stock.
11
FORWARD-LOOKING
STATEMENTS AND INFORMATION
All
statements other than statements of historical fact contained in this Prospectus
and Registration Statement are forward-looking statements. Forward-looking
statements generally are accompanied by words such as “may,” “should,” “plan,”
“predict,” “anticipate,” “believe,” “estimate,” “intend,” “project,” “potential”
or “expect” or similar statements. The forward-looking statements were prepared
on the basis of certain assumptions which relate, among other things, to the
demand for and cost of marketing our services, our ability to anticipate and
respond to technological changes in a highly competitive industry characterized
by rapid technological change and rapid rates of product obsolescence, our
ability to develop and market new product enhancements and new products and
services that respond to technological change or evolving industry standards,
and the cost of protecting our intellectual property. Even if the assumptions on
which the forward-looking statements are based prove accurate and appropriate,
the actual results of our operations in the future may vary widely due to
technological changes, increased competition, new government regulation or
intervention in the industry, general economic conditions and other risks
described elsewhere in this Prospectus and Registration Statement. See “Risk
Factors”. Accordingly, the actual results of our operations in the future may
vary widely from the forward-looking statements included herein. All
forward-looking statements included herein are expressly qualified in their
entirety by the cautionary statements in this paragraph.
USE
OF PROCEEDS
We are
not selling any shares of common stock in this offering and, therefore, we will
not receive any of the proceeds from the sale of the shares of our common stock
being offered for sale by the selling stockholders. The selling stockholders
will pay any brokerage commissions and/or similar charges incurred in connection
with the sale of the shares.
DETERMINATION
OF OFFERING PRICE
Our
common stock is not now, nor has ever been, traded on any market or securities
exchange and we have not applied for listing or quotation on any public
market. In order for our stock to be quoted on
the OTC Bulletin Board, a market maker must file an application on behalf of the
Company in order to make a market for the common stock. We cannot provide
our investors with any assurance that our common stock will ever be quoted on
the OTC Bulletin Board or traded on any exchange. The offering price of $0.50
per share has been determined arbitrarily and does not have any relationship to
any established criteria of value, such as book value or earning per share.
Additionally, because we have no significant operating history and have not
generated any material revenues to date, the price of the common stock is not
based on past earnings, nor is the price of the common stock indicative of the
current market value of the assets owned by us. No valuation or appraisal has
been prepared for our business and potential business expansion.
DILUTION
The
common stock to be sold by the selling stockholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution in terms of the number of shares held by our
existing stockholders. However, there will be price
dilution, since shares were acquired at a considerable
discount.
SELLING
STOCKHOLDERS
The
selling stockholders are offering up to 30,575,000 shares of common stock. The selling
stockholders acquired the shares of common stock offered through this
prospectus from private placement transactions that
were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 . At the time of
purchase of such securities, each of the selling stockholders had no agreement
or understanding, directly or indirectly, with any person to distribute such
securities.
The
shares to be offered by the selling stockholders are “restricted” securities
under applicable federal and state laws and are being registered under the
Securities Act of 1933, as amended (the “Securities Act”) to give the selling
stockholders the opportunity to publicly sell these shares.
The
registration of these shares does not require that any of the shares be offered
or sold by the selling stockholders. The selling stockholders may from time to
time offer and sell all or a portion of their shares in the over-the-counter
market, in negotiated transactions, or otherwise, at prices then prevailing or
related to the then current market price or at negotiated prices.
Selling
shareholders will sell their shares at a fixed price of $0.50, which such shares
are quoted on the OTC Bulletin Board.
Other
than the costs of preparing this prospectus and a registration fee to the
Securities and Exchange Commission, we are not paying any costs relating to the
sales by the selling stockholders.
12
The
following is a list as of June 1, 2009 of selling stockholders who own an
aggregate of 30,575,000 shares of our common stock covered in this prospectus.
Unless otherwise indicated, the selling stockholders have sole voting and
investment power with respect to their shares.
Name
of Selling Stockholder (1)
|
Beneficial
Ownership
Before
Offering (1)
(2)
|
Number
of Shares Being Offered
|
||
Number
of Shares
|
Percent
(3)
|
Percent
of Beneficial Ownership After Offering (3)
|
||
Corie
Weisblum (2)
|
27,500,000
|
27.50%
|
6,875,000
|
25%
|
Barbara
R. Mittman (5), (6)
|
13,200,000
|
13.2%
|
||
Eliot
Jacobson (6)
|
6,600,000
|
2%
|
1,650,000
|
25%
|
Joshua
Jacobson (6)
|
2,200,000
|
2%
|
550,000
|
25%
|
Jeffrey
Jacobson (6)
|
2,200,000
|
2%
|
550,000
|
25%
|
Jamie
Jacobson (6)
|
2,200,000
|
2%
|
550,000
|
25%
|
Amy
Lau
|
3,000,000
|
3%
|
750,000
|
25%
|
Wendy
O’Connor
|
5,000,000
|
5%
|
1,250,000
|
25%
|
Peter
Wright
|
10,000,000
|
10%
|
2,500,000
|
25%
|
Robb
Knie (7)
|
27,500,000
|
27.50%
|
6,875,000
|
25%
|
BigString
Corporation (8)
|
5,000,000
|
5%
|
1,250,000
|
25%
|
TOTAL
|
100,000,000
|
100%
|
30,575,000
|
Notes:
1. Includes,
when applicable, shares owned of record by such person’s minor children over
whose shares of common stock such person has custody, voting control, or power
of disposition.
2. Corie
Weisblum is the sole officer, director and employee of the
Company.
3. The
named party beneficially owns and has sole voting and investment power over all
shares or rights to these shares. The numbers in this table assume that none of
the selling stockholders sells shares of common stock not being offered in this
prospectus or purchases additional shares of common stock, and assumes that all
shares offered are sold.
4. Applicable
percentage of ownership is based on 100,000,000 common shares outstanding as of
the date of this prospectus.
5. Barbara
R. Mittman is legal counsel for the Company.
6. Eliot
Jacobson is the spouse of Barbara R. Mittman. Jeffrey Jacobson and
Jamie Jacobson are the minor children of Eliot Jacobson and Barbara R.
Mittman. Joshua Jacobson is the adult child of Eliot Jacobson and
Barbara R. Mittman. Together, Eliot Jacobson,
Joshua Jacobson, Jeffrey Jacobson, and Jamie Jacobson beneficially own
8,800,000 shares of common stock or 8% of the total issued and
outstanding. Barbara R. Mittman disclaims beneficial interest of the
aggregate shares owned by Eliot Jacobson, Jeffrey Jacobson, Jamie Jacobson and
Joshua Jacobson. Eliot Jacobson disclaims
beneficial interest in the shares owned by Joshua
Jacobson. Eliot Jacobson, who has
investment and/or voting control over the shares owned by Eliot Jacobson,
Jeffrey Jacobson and Jamie Jacobson, is deemed the beneficial owner of
the shares owned by Eliot Jacobson , Jeffrey Jacobson
and Jamie Jacobson.
7. Robb
Knie is a consultant of the Company pursuant to a formal Consulting
Agreement.
8. Darin
Myman, Adam M. Kotkin, and Robert S. DeMeulemeester, officers and directors of
BigString Corporation, have investment and/or voting control over the shares
owned by BigString Corporation.
Except as
disclosed above, none of the selling stockholders:
(i) has
had a material relationship with us other than as a stockholder at any time
within the past three years; or
(ii) has
ever been one of our officers or directors.
We may
require the selling stockholders to suspend the sales of the shares of our
common stock offered by this prospectus upon the occurrence of any event that
makes any statement in this prospectus or the related registration statement
untrue in any material respect or that requires the changing of statements in
those documents in order to make statements in those documents not
misleading.
13
PLAN
OF DISTRIBUTION
We are
registering the shares currently held by certain of our stockholders to permit
them and their transferees or other successors in interest to offer the shares
from time to time. We will not offer any shares on behalf of any selling
stockholder, and we will not receive any of the proceeds from any sales of
shares by such stockholders. The prices at which the selling security holders
may sell the shares has arbitrarily been determined to be at $0.50 per share or
until a market price for the shares is determined upon quotation on the OTC
Bulletin Board or listed on a securities exchange. The selling stockholders and
any of their pledgees, assignees and successors-in-interest may, from time to
time, sell any or all of their registered shares of common stock on any stock
exchange market or trading facility on which our shares may be traded or in
private transactions.
The
selling stockholders, which as used herein includes donees, pledgees,
transferees or other successors-in-interest selling shares of common stock or
interests in shares of common stock received after the date of this prospectus
from a selling stockholder as a gift, pledge, partnership distribution or other
transfer, may, from time to time sell, transfer or otherwise dispose of any or
all of their shares of common stock or interests in shares of common stock on
any stock exchange, market or trading facility on which the shares are traded or
in private transactions, if our shares are ever approved for trading on an
exchange or by other means. In the event that any donee, pledgee, transferee or
other successor-in-interest sells shares received from a person set forth on the
“Selling Stockholders” table after the date of this prospectus, we will amend
this prospectus by filing a post effective amendment to include the names
of such donee, pledgee, transferee or other successor-in-interest selling such
shares and disclose the applicable compensation arrangements.
If our
shares are approved for such trading, as to which we cannot provide any
assurance, these dispositions may be at fixed prices, at prevailing market
prices at the time of sale, at prices related to the prevailing market price, at
varying prices determined at the time of sale, or at negotiated prices. The
selling stockholders may use any one or more of the following methods when
disposing of shares or interests therein if our shares are approved for listing
on an exchange or for trading on the OTC Bulletin Board:
· ordinary
brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
· block
trades in which the broker-dealer will attempt to sell the shares as agent, but
may position and resell a portion of the block as principal to facilitate the
transaction;
· purchases
by a broker-dealer as principle and resale by the broker-dealer for its
account;
· an
exchange distribution in accordance with the rules of the applicable
exchange;
· privately
negotiated transaction;
· broker-dealers
may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per share;
· specified
number of such shares at a stipulated price per share;
· a
combination of any such methods of sale; and
· any
other method permitted pursuant to applicable law.
As of the
date of this prospectus, we have no information on the manner or method by which
any selling stockholder may intend to sell shares. The selling stockholders have
the sole and absolute discretion not to accept any purchase offer or make any
sale of shares if they deem the purchase price to be unsatisfactory at any
particular time.
If
a trading market for our common stock develops, the selling stockholders may
also sell the shares directly to market makers acting as principals and/or
broker-dealers acting as agents for themselves or their customers. Such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders and/or the purchasers of shares for
whom such broker-dealers may act as agents or to whom they sell as principal, or
both, which compensation as to a particular broker-dealer might be in excess of
customary commissions. Market makers and block purchasers purchasing the shares
will do so for their own account and at their own risk. It is possible that a
selling stockholder will attempt to sell shares of common stock in block
transactions to market makers or other purchasers at a price per share which may
be below the then market price. We cannot assure you that all or any of the
shares offered by this prospectus will be sold by the selling stockholders. The
selling stockholders and any brokers, dealers or agents, upon effecting the sale
of any of the shares offered by this prospectus, may be deemed "underwriters" as
that term is defined under the Securities Act or the Securities Exchange Act of
1934, or the rules and regulations thereunder.
The
selling stockholders, alternatively, may sell all or any part of the shares
offered by this prospectus through an underwriter. No selling stockholder has
entered into an agreement with a prospective underwriter. If a selling
stockholder enters into such an agreement or agreements, the relevant details
will be set forth in a supplement or revision to this prospectus.
14
The
selling stockholders and any other persons participating in the sale or
distribution of the shares will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations thereunder,
including, without limitation, Regulation M, which may restrict certain
activities of, and limit the timing of purchases and sales of any of the shares
by the selling stockholders or any other such person. Furthermore, under
Regulation M, persons engaged in a distribution of securities are prohibited
from simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such distributions, subject to specified exceptions or
exemptions. All of these limitations may affect the marketability of the
shares.
Under the
regulations of the Securities Exchange Act of 1934, any person engaged in a
distribution of the shares offered by this prospectus may not simultaneously
engage in market making activities with respect to our common stock during the
applicable "cooling off" periods prior to the commencement of such distribution.
In addition, and without limiting the foregoing, the selling stockholders will
be subject to applicable provisions, rules and regulations of the Securities
Exchange Act of 1934 and the rules and regulations thereunder, which provisions
may limit the timing of purchases and sales of common stock by the selling
stockholders.
We have
advised the selling stockholders that, during such time as they may be engaged
in a distribution of any of the shares we are registering on their behalf in
this registration statement, they are required to comply with Regulation M as
promulgated under the Securities Exchange Act of 1934. In general, Regulation M
precludes any selling stockholder, any affiliated purchasers and any
broker-dealer or other person who participates in such distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase,
any security which is the subject of the distribution until the entire
distribution is complete. Regulation M defines a "distribution" as an offering
of securities that is distinguished from ordinary trading activities by the
magnitude of the offering and the presence of special selling efforts and
selling methods. Regulation M also defines a "distribution participant" as an
underwriter, prospective underwriter, broker, dealer, or other person who has
agreed to participate or who is participating in a distribution. Our officers
and directors, along with affiliates, will not engage in any hedging, short, or
any other type of transaction covered by Regulation M. Regulation M prohibits
any bids or purchases made in order to stabilize the price of a security in
connection with the distribution of that security, except as specifically
permitted by Rule 104 of Regulation M. These stabilizing transactions may cause
the price of the common stock to be higher than it would otherwise be in the
absence of those transactions. We have advised the selling stockholders that
stabilizing transactions permitted by Regulation M allow bids to purchase our
common stock so long as the stabilizing bids do not exceed a specified maximum,
and that Regulation M specifically prohibits stabilizing that is the result of
fraudulent, manipulative, or deceptive practices. Selling stockholders and
distribution participants will be required to consult with their own legal
counsel to ensure compliance with Regulation M.
Prior to
the date of this prospectus, there has not been any established trading market
for our common stock. Following the consummation of this offering, we do not
anticipate that any such trading market will develop. Accordingly, purchasers of
our shares in this offering should be prepared to hold those shares
indefinitely. We will seek a market maker to sponsor our common stock on the OTC
Bulletin Board. Application will then be made by the market maker to sponsor our
shares of common stock on the OTC Bulletin Board. No market maker has yet
undertaken to sponsor our common stock on the OTC Bulletin Board, and there can
be no assurance that any market maker will make such an application or if a
market does develop for our common stock as to the prices at which the our
common stock will trade, if at all. Until our common stock is fully distributed
and an orderly market develops, if ever, in our common stock, the price at which
it trades may fluctuate significantly. Prices for our common stock will be
determined in the marketplace and may be influenced by many factors, including
the depth and liquidity of the market for shares of our common stock,
developments affecting our businesses generally, including the impact of the
factors referred to in "Risk Factors," on page 9
through 13 , above, investor perception of the Company and general
economic and market conditions. No assurances can be given that an orderly or
liquid market will ever develop for the shares of our common stock.
Shares of
common stock owned by our stockholders will be
freely transferable, except for shares of our common stock received by persons
who may be deemed to be "affiliates" of the Company under the Securities Act.
Persons who may be deemed to be affiliates of the Company generally include
individuals or entities that control, are controlled by or are under common
control with us, and may include our senior officers and directors, as well as
principal stockholders. Persons who are affiliates will be permitted to sell
their shares of common stock only pursuant to an effective registration
statement under the Securities Act or an exemption from the registration
requirements of the Securities Act, such as the exemption afforded by Section
4(1) of the Securities Act or Rule 144 adopted under the Securities
Act.
Penny
Stock Regulations
Our
common stock will be considered a "penny stock" as defined by Section 3(a)(51)
and Rule 3a51-1 under the Securities Exchange Act of 1934. A penny stock is any
stock that:
· sells
for less than $5 a share,
· is
not listed on an exchange, and
· is
not a stock of a "substantial issuer."
15
We are
not now a "substantial issuer" and cannot become one until we have net tangible
assets of at least $5 million, which we do not now have.
Statutes
and Securities and Exchange Commission regulations impose strict requirements on
brokers that recommend penny stocks. Before a broker-dealer can recommend and
sell a penny stock to a new customer who is not an institutional accredited
investor, the broker-dealer must obtain from the customer information concerning
the person's financial situation, investment experience and investment
objectives. Then, the broker-dealer must "reasonably determine"
· that
transactions in penny stocks are suitable for the person and
· the
person, or his/her advisor, is capable of evaluating the risks in penny
stocks.
After
making this determination, the broker-dealer must furnish the customer with a
written statement describing the basis for this suitability determination. The
customer must sign and date a copy of the written statement and return it to the
broker-dealer. Finally the broker-dealer must also obtain from the customer a
written agreement to purchase the penny stock, identifying the stock and the
number of shares to be purchased. Compliance with these requirements can often
delay a proposed transaction and can result in many broker-dealer firms adopting
a policy of not allowing their representatives to recommend penny stocks to
their customers.
Another
Securities and Exchange Commission rule requires a broker-dealer that recommends
the sale of a penny stock to a customer to furnish the customer with a “risk
disclosure document.” This document includes a description of the penny stock
market and how it functions, its inadequacies and shortcomings, and the risks
associated with investments in the penny stock market. The broker-dealer must
also disclose the stock's bid and ask price information and the dealer's and
salesperson's compensation for the proposed transaction. Finally, the
broker-dealer must furnish the customer with a monthly statement including
specific information relating to market and price information about the penny
stocks held in the customer's account.
The above
penny stock regulatory scheme is a response by the Congress and the Securities
and Exchange Commission to abuses in the marketing of low-priced securities by
“boiler room” operators. The scheme imposes market impediments on the sale and
trading of penny stocks. It limits a stockholder's ability to resell a penny
stock.
Our
management believes that the market for penny stocks has suffered from patterns
of fraud and abuse. Such patterns include:
· Control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer;
· Manipulation
of prices through prearranged matching of purchases and sales and false and
misleading press releases;
· “Boiler
room” practices involving high pressure sales tactics and unrealistic price
projections by inexperienced sales persons;
· Excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers;
and
· Wholesale
dumping of the same securities by promoters and broker-dealers after prices have
been manipulated to a desired level, along with the inevitable collapse of those
prices with consequent investor losses.
16
DESCRIPTION
OF SECURITIES TO BE REGISTERED
Capital
Stock
Our
authorized capital stock consists of 500,000,000 shares of common stock, par
value $0.0001 per share, and 5,000,000 shares of preferred stock, par value
$0.0001 per share. As of June 1, 2009, a total of 100,000,000 shares of
common stock are issued and outstanding, held by sixteen (16) registered
stockholders. All issued and outstanding shares of common stock are fully paid
and non-assessable.
Our
common stock
The
holders of our common stock:
|
•
|
have
equal ratable rights to dividends from funds legally available if and when
declared by our Board of Directors;
|
|
•
|
are
entitled to share ratably in all of our assets available for distribution
to holders of common stock upon liquidation, dissolution or winding up of
our affairs;
|
|
•
|
do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
and
|
|
•
|
have
unlimited voting rights, with each share being entitled to one
non-cumulative vote per share on all matters on which stockholders may
vote.
|
Our
preferred stock
At this
time we have no plans to issue any preferred stock. Our Articles of
Incorporation authorize the Board of Directors, without stockholder action, to
provide for the issuance of preferred stock in one or more series and to
determine with respect to each such series the voting powers, if any (which
voting powers, if granted, may be full or limited), designations, preferences,
and relative, participating, option, or other special rights, and the
qualifications, limitations, or restrictions relating thereto. For example, our
Board of Directors can determine the voting rights relating to preferred stock
of any series (which may be one or more votes per share or a fraction of a vote
per share, which may vary over time, and which may be applicable generally or
only upon the happening and continuance of stated events or conditions), the
rate of dividend to which holders of preferred stock of any series may be
entitled (which may be cumulative or noncumulative), the rights of holders of
preferred stock of any series in the event of liquidation, dissolution, or
winding up of the affairs of our company, the rights, if any, of holders of
preferred stock of any series to convert or exchange such preferred stock of
such series for shares of any other class or series of capital stock or for any
other securities, property, or assets of our company or any subsidiary
(including the determination of the price or prices or the rate or rates
applicable to such rights to convert or exchange and the adjustment thereof, the
time or times during which the right to convert or exchange shall be applicable,
and the time or times during which a particular price or rate shall be
applicable), whether or not the shares of that series shall be redeemable, and
if so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions and at
different redemption dates, and whether any shares of that series shall be
redeemed pursuant to a retirement or sinking fund or otherwise and the terms and
conditions of such obligation.
Preemptive
Rights and Non-Cumulative Voting
Our
stockholders do not have preemptive rights to acquire additional shares of stock
or securities convertible into shares of stock issued by our company. Also our
stockholders do not have cumulative voting rights, which means that the holders
of more than 50% of the outstanding shares, voting for the election of
directors, can elect all of the directors to be elected, if they so choose, and,
in that event, the holders of the remaining shares will not be able to elect any
of our directors. Corie Weisblum, our sole officer and director owns
approximately 28% of our outstanding shares.
Dividend
Rights
As of the
date of this prospectus, we have not declared or paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our Board of Directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest future
earnings, if any, in our business operations.
Anti-Takeover
Provisions
There are
no Nevada anti-takeover provisions that may have the effect of delaying or
preventing a change in our control. Sections 78.378 through 78.3793 of the
Nevada Revised Statutes relates to control share acquisitions that may delay to
make more difficult acquisitions or changes in our control. However, these
provisions only apply when we have 200 or more stockholders of record, at least
100 of whom have addresses in the State of Nevada appearing on our stock ledger,
and we do business in this state directly or through an affiliated corporation.
Neither of the foregoing events seems likely to occur. Currently, we have no
Nevada shareholders. Further, we do not do business in Nevada directly or
through an affiliate corporation and we do not intend to do business in the
State of Nevada in the future. Accordingly, there are no anti-takeover
provisions that have the effect of delaying or preventing a change in our
control.
17
INTERESTS
OF NAMED EXPERTS AND COUNSEL
Barbara
R. Mittman, Esq., with offices at 551 Fifth Avenue,
Suite 1601, New York, NY 10176, has assisted us in the preparation of this
prospectus and registration statement and will provide counsel with respect to
other legal matters concerning the registration offering of the common
stock. Ms. Mittman beneficially owns directly an
aggregate of 13,200,000 shares of the Company’s common stock, which she received
in lieu of payment for her legal services.
Li &
Company, PC (“Li”), Certified Public Accountants, have audited our financial
statements included in this prospectus and registration statement to the extent
and for the periods set forth in their audit reports. Li has
presented its report with respect to our audited financial
statements. The report of Li is included in reliance upon their
authority as experts in accounting and auditing.
INFORMATION
WITH RESPECT TO THE REGISTRANT
OUR
BUSINESS
Overview
We were
incorporated on May 22, 2008 pursuant to the laws of the State of
Nevada. We are a Web-based retailer focused exclusively on children’s products, including toys, video games,
books, software, videos, music and baby-oriented products which are purchased then resold at a markup to our purchase
price. Our online store, located at www.FindItAll.com, currently offers a limited
selection of competitively priced products for sale,
but we hope to increase the number of products we purchase for resale. We
hope to deliver a unique shopping experience to consumers, the key
components of which will include the
following:
Convenient Shopping
Experience. Our online store provides customers with an easy-to-use Web
site. It is available 24 hours a day, seven days a week and may be reached from
the shopper's home or office. We would like to
target customers in rural or other locations that do not have convenient
access to physical stores. We also plan to make the
shopping experience convenient by categorizing our products into easy-to-shop
departments which will include toys, video games,
books, software, videos, music and baby. Although plans are not currently in place, we anticipate
that advanced search technology will make it
easy for consumers to locate products efficiently based on pre-selected criteria
depending upon the department. For example, by using a quick keyword search or a
sophisticated product search in our toy department, a customer can search by any
combination of age, category, keyword or price.
Extensive Product Selection
And Innovative Merchandising. We plan to offer a broad selection of
products that would be economically or physically impractical to stock in a
traditional store such as hand-made jewelry, hobby toys
collections and memorabilia. We hope to provide consumers with a
comprehensive selection of both traditional, well-known brands and specialty
brands. We currently have a very small number of
customers but hope to increase that number in the future.
Product Reviews And
Recommendations. Although no such service is
currently available, in order to assist customers in
selecting appropriate products, we plan to publish recommendations and
reviews by customers who have visited or used our site and the products
accessible at FindItAll.com.
We plan
to build our business on the unique characteristics of the Internet, which has
transformed the way people express themselves and connect and interact with each
other. As Internet usage grows and as new and extensive sources of consumer data
become available, online commerce is evolving
and improving, leading retail sellers to increase
spending for total advertising of products on the Internet. As a result of these trends,
we believe there is a growing opportunity to build and monetize online
audiences.
Industry
Background
Our
Strategy and Objectives
Our future objective is to be one of the world's leading
online retailer s of specialty children’s retail products. Key elements of our strategy
include the following:
Focus On Online Special
Retailing Of Products. We hope to
become the primary place for consumers to purchase children's products by
enhancing our current product offerings and expanding into additional
categories. For example, we plan to launch hobby stores selling specific hobbies such as toy collections and
memorabilia as well as create new and distinct content areas focused on
topics of interest to our customers.
18
Build Strong Brand
Recognition. We plan in the future
to use only online advertising to build brand recognition through third
party search engines. We will focus our efforts primarily towards
adults, who we believe are the principal decision-makers for purchases of
children's products. We plan on using search
engines to advertise our e-commerce site. The costs of the
advertising depends on which sites we will choose to advertise on. We
cannot guarantee, that if we do advertise, where our advertisement will be
placed or what those expenses will be.
Pursue Ways To Increase Net
Sales. We hope to pursue new
opportunities to increase our net sales by opening new departments,
increasing product selection and adding more
helpful and useful shopping services.
Promote Repeat
Purchases. We intend, in the
future , to maximize the number of repeat purchases by
our customers by targeting existing customers through direct marketing
techniques, building features unique to each individual customer
and enhancing our customer service.
AmericanMoBlog.
AmericanMoBlog, Inc. was incorporated on May 22, 2008 in the State of
Nevada. AmericanMoBlog intends to develop a website on which buyers
of retail products can blog/write and review products bought and sold on the
internet. We plan to first survey other existing sites on the
internet and develop a technique to use these reviews to decide what products
FindItAll should carry. AmericanMoBlog plans to use these customer
reviews to develop an opt-in system so AmericanMoBlog can email customers
special offerings. AmericanMoBlog intends to make commission off any
sales that take place due to web buying products advertised in those
emails. AmericanMoBlog is currently in the planning stages and we do
not plan on having any significant revenues at this time. The time
frame on the launch of AmericanMoBlog is twelve to eighteen months as we will
first study the opt-in email and review various internet
sites.
Development of our
AmericanMoBlog.com Web site. AmericanMoBlog.com is currently
under development and will offer bloggers the ability to post links through
their blogs. Although no plans currently
exist, AmericanMoBlog.com intends to charge bloggers a traffic fee for
sending web traffic to their blog.
We
believe our strategy of continually enhancing customer experience and engagement
on our FindltAll.com Web site will increase the frequency of visits and the time
spent on our FindltAll.com Web site.
Intellectual
Property
To date,
we have not applied for any patent, trademark, trade name or copyright
protection. We intend to file to protect and
trademark the FindItAll.com name and logo. We
currently hold various domain name registrations relating to our brands,
including FindltAll.com and AmericanMoBlog.com.
Competition
We will
compete with other companies, some of which have far greater marketing and
financial resources and experience than we do, such as
Google and Yahoo, who may offer for sale on behalf of other merchants the
identical products we may sell on our website. We cannot guarantee that
we will be able to penetrate our primary market and be able to compete at a
profit. In addition to established competitors, there is ease of market entry
for other retail companies that choose to compete
with us. Effective competition could result in price reductions, reduced margins
or have other negative implications, any of which could adversely affect our
business and chances for success. Competition is likely to increase
significantly as new e-commerce retail companies
enter the market and current competitors expand their services. Many of these
potential competitors are likely to enjoy substantial competitive advantages,
including: larger technical staffs, greater name recognition, larger customer
bases and substantially greater financial, marketing, technical and other
resources. To be competitive, we must respond promptly and effectively to the
challenges of technological change, evolving standards and competitors’
innovations by continuing to enhance our services and sales and marketing
channels. Any pricing pressures, reduced margins or loss of market share
resulting from increased competition, or our failure to compete effectively,
could seriously damage our business and chances for success.
Government
Regulations
We will
be subject to state, federal and international laws and regulations applicable
to online commerce, including user privacy policies, product pricing policies,
Web site content and general consumer protection laws. Laws and regulations have
been adopted, and may be adopted in the future, that address Internet-related
issues, including online content, privacy, online marketing, unsolicited
commercial email, taxation, pricing and quality of products and services. Some
of these laws and regulations, particularly those that relate specifically to
the Internet, were adopted relatively recently and their scope and application
may still be subject to uncertainties. Interpretations of these laws, as well as
any new or revised law or regulation, which could decrease demand for our
services, increase our cost of doing business, result in liabilities for us,
restrict our operations or otherwise cause our business to suffer. Our failure,
or the failure of our business partners, to accurately anticipate the
application of these laws and regulations, or to comply with such laws and
regulations, could create liability for us, result in adverse publicity and
negatively affect our business.
19
Privacy, Data and Consumer
Protection. The FTC and many state attorneys general are applying federal
and state consumer protection laws to the online collection, use and
dissemination of personal information and the presentation of Web site content.
These regulations include requirements that we establish procedures to disclose
and notify users of privacy and security policies, obtain consent from users for
collection and use of certain types of information and provide users with the
ability to access, correct and delete some of their personal information stored
by us. These regulations also include enforcement and redress provisions. The
specific limitations imposed by these regulations are subject to interpretation
by courts and other governmental authorities. In addition, the FTC has conducted
investigations into the privacy practices of companies that collect personal
user information over the Internet and the use and disclosure of that
information. We may become subject to the FTC's regulatory and enforcement
efforts with respect to current or future regulations, or those of other
governmental bodies, which may adversely affect our ability to collect
demographic and personal information from members and our ability to use this
information in our communications to members, which could adversely affect our
marketing efforts. We believe that our information collection and disclosure
policies will comply with existing laws, but a determination by a state or
federal agency or court that any of our practices do not meet these standards
could result in liability and adversely affect our business.
We may
also be subject to regulation not specifically related to the Internet,
including laws affecting direct marketers and advertisers. Compliance with these
laws, or the adoption or modification of laws applicable to Internet advertising
or marketing, could affect our ability to market our services, decrease the
demand for our services, increase our costs or otherwise adversely affect our
business.
MANAGEMENT’S
DISCUSSION OF FINANCIAL CONDITION OR PLAN OF OPERATION
The
following discussion should be read in conjunction with the financial statements
section included elsewhere in this prospectus.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
With the
exception of historical matters, the matters discussed herein are
forward-looking statements that involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements concerning anticipated
trends in revenues and net income, projections concerning operations and
available cash flow. Our actual results could differ materially from the results
discussed in such forward-looking statements. The following discussion of our
financial condition and results of operations should be read in conjunction with
our financial statements and the related notes thereto appearing elsewhere
herein.
Our
audited financial statements are stated in United States dollars and are
prepared in accordance with United States generally accepted accounting
principles.
Plan
of Operation
Over the
twelve month period starting upon the effective date of this registration
statement, we must raise additional capital of at least $50,000 to complete the staged design and
development of our FindltAll.com and AmericanMoBlog.com Web sites and initiate
further marketing activities, which include hosting,
payment processing, and purchasing of products to resell.
If we can
complete these stages and we receive a positive reaction from our potential
members, we will attempt to raise additional money through a private placement,
public offering or long-term loans to continue marketing our FindltAll.com to
attract larger numbers of members. We will also continually refine our
FindltAll.com Web site and optimize our marketing efforts from the market
feedback we receive during the initial marketing phase and from our member’s
feedback. We do not at this time have an estimate for this stage.
AmericanMoBlog
is currently in planning stages and we do not plan on having any significant
revenues at this time. The time frame on the launch of AmericanMoBlog
is twelve to eighteen months as we will first study the opt in email and review
site business environment where we plan to use these customer reviews to develop
an opt in system so AmericanMoBlog can email customers special
offerings. AmericanMoBlog intends to make commission off any sales
that take place due to web buying products advertised in those
emails. We plan to first survey other existing review sites on the
internet and develop a technique to use these reviews to decide what products
FindItAll shall offer for sale.
At the
present time, we have not made any arrangements to raise additional cash;
however, we intend to raise additional capital through private placements once
we gain a quotation on the Over-The-Counter Bulletin Board, for which there is
no assurance. If we need additional cash but are unable to raise it, we will
either suspend marketing operations until we do raise the cash, or cease
operations entirely. Other than as described in this paragraph, we have no other
financing plans.
If we are
unable to complete any phase of our development or marketing efforts because we
don't have enough money, we will cease our development and or marketing
operations until we raise money. Attempting to raise capital after failing in
any phase of our development plan could be difficult. As such, if we cannot
secure additional proceeds we will have to cease operations and investors would
lose their entire investment.
Management
does not plan to hire additional employees at this time. Our sole officer and
director will be responsible for developing and further implementing the
FindltAll.com and AmericanMoBlog.com Web sites. Once we begin marketing our
FindltAll.com and AmericanMoBlog.com Web sites, we intend to hire an independent
consultant(s) to market the Web site.
20
On May
22, 2008, Corie Weisblum, our sole officer and director, acquired 26,500,000
shares of our Company’s $0.0001 par value Common Stock for total cash
consideration of $7,500.
On July
14, 2008, the Company sold 26,500,000 shares of its $0.0001 par value Common
Stock to Robb Knie for a total cash consideration of $7,500.
Results
of Operations
|
Nine Months Ended September
30 , 2009
|
From
Inception on May 22, 2008 Through December 31, 2008
|
||||||
Revenue
|
$
|
743
|
$
|
720
|
||||
Operating
Expenses
|
$
|
5,846
|
$
|
17,628
|
||||
Net
Loss
|
$
|
(5,120
|
)
|
$
|
(17,561
|
)
|
The
following table shows a breakdown of material components of our
expenses:
|
Nine Months Ended September 30 , 2009
|
From
Inception on May 22, 2008 Through December 31, 2008
|
||||||
Professional
fees
|
$
|
2,274
|
$
|
13,352
|
||||
Amortization
|
$
|
2,831
|
$
|
2,132
|
||||
General
and administrative expenses
|
$
|
741
|
$
|
2,144
|
Financing
Activities
Financing
activities resulted in a net cash inflow of $-0- for the nine months ended September
30 , 2009 and $15,540 for the period from Inception on May 22, 2008
through December 31, 2008.
We will
only be pursuing our e-commerce. We have not entered into any
agreements for our products. In early 2009, we were still working on
the website, so that we had reduced sales. However, we hope to
generate more sales now that we are offering more products for
sale.
We intend
to seek additional funding through public or private financings to fund our
operations through fiscal 2009 and beyond. However, if we are unable to raise
additional capital when required or on acceptable terms, or achieve cash flow
positive operations, we may have to significantly scale back operations which
may affect our ability to continue as a going concern.
Satisfaction
of Our Cash Obligations for the Next Twelve Months
As of
September 30 , 2009, our cash balance was $ 3,115. Our plan for satisfying our cash requirements
for the next twelve months is through the sale of goods on
our website, sale of shares of our common stock, third party financing,
and/or traditional bank financing. Since our
website does not generate a lot of sales, we do not anticipate generating
sufficient amounts of revenues to meet our working capital requirements.
Consequently, we intend to make appropriate plans to insure sources of
additional capital in the future to fund growth and expansion through additional
equity or debt financing or credit facilities.
Our
Future is Dependent upon Our Ability to Obtain Financing and Upon Future
Profitable Operations from the Development of Our Business.
In order
to obtain the necessary capital, we will seek equity and/or debt financing.
However, we are dependent upon our ability to secure equity and/or debt
financing and there are no assurances that we will be successful. Without
sufficient financing, it is unlikely for us to continue as a going
concern.
Liquidity
and Capital Resources
Since
inception, we have financed our cash flow requirements through issuance of
common stock and a small loan to the Company. As we
expand our activities, we may, and most likely will, continue to experience net
negative cash flows from operations, pending receipt of listing or some form of
advertising revenues. Additionally we hope to obtain
additional financing to fund operations through common stock offerings, to the
extent available.
21
We
anticipate that we will incur operating losses in the next twelve months. Our
lack of operating history makes predictions of future operating results
difficult to ascertain. Our prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in their early
stage of development, particularly companies in new and rapidly evolving
markets. Such risks for us include, but are not limited to, an evolving and
unpredictable business model and the management of growth. To address these
risks, we must, among other things, obtain a customer base, implement and
successfully execute our business and marketing strategy, respond to competitive
developments, and attract, retain and motivate qualified personnel. There can be
no assurance that we will be successful in addressing such risks, and the
failure to do so can have a material adverse effect on our business prospects,
financial condition and results of operations.
Additional
Disclosure of Outstanding Share Data
As of
June 1, 2009, we had 100,000,000 shares of common stock issued and
outstanding.
Critical
Accounting Policies
The
preparation of financial statements and related notes requires us to make
judgments, estimates, and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities.
An
accounting policy is considered to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used, or changes in the accounting estimates that are reasonably
likely to occur periodically, could materially impact the financial
statements.
Financial
Reporting Release No. 60 requires all companies to include a discussion of
critical accounting policies or methods used in the preparation of financial
statements. Note 2 to the financial
statements, included elsewhere in this prospectus, includes a summary of the
significant accounting policies and methods used in the preparation of our
financial statements.
DESCRIPTION
OF PROPERTY
We do not
own any real estate or other properties. Our office is currently located, rent-free ,
at the home of our sole officer and director, at 41
Owatonna Street, Haworth, NJ 07641 and our telephone number is (516)
526-6510 and our fax number is (201) 586-0258.
LEGAL
PROCEEDINGS
We are
not currently a party to any legal proceedings. There are no material
proceedings to which our sole executive officer and
director is a party adverse to us or has a material interest adverse to
us.
QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We do not
expect to enter into financial instruments for trading or hedging purposes. We
do not currently anticipate entering into interest rate swaps and/or similar
instruments.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Holders
of Our Common Stock
As of the
date of this prospectus, we had sixteen (16) registered
stockholders.
No Public
Market for Common Stock
There is
currently no public market for our common stock. We intend to seek to have our
common stock quoted on the OTC Bulletin Board, but we cannot provide any
assurance that our common stock will ever be quoted on the OTC Bulletin Board or
traded on any securities exchange or, if quoted or traded, that a public market
will materialize. Other than the shares being offered under this prospectus,
there are no shares of our common stock that are being or have been proposed to
be, publicly offered, the offering of which could have a material effect on the
market price of our common stock.
22
The
Securities and Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00, other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or quotation
system. The penny stock rules require a broker-dealer, prior to a transaction in
a penny stock, to deliver a standardized risk disclosure document prepared by
the Securities and Exchange Commission, that: (a) contains a description of the
nature and level of risk in the market for penny stocks in both public offerings
and secondary trading; (b) contains a description of the broker's or dealer's
duties to the customer and of the rights and remedies available to the customer
with respect to a violation to such duties or other requirements of Securities
laws; (c) contains a brief, clear, narrative description of a dealer market,
including bid and ask prices for penny stocks and the significance of the spread
between the bid and ask price; (d) contains a toll-free telephone number for
inquiries on disciplinary actions; (e) defines significant terms in the
disclosure document or in the conduct of trading in penny stocks; and (f)
contains such other information and is in such form, including language, type,
size and format, as the Securities and Exchange Commission shall require by rule
or regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with: (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
those rules; the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser’s written acknowledgment of the receipt of a risk disclosure
statement, a written agreement to transactions involving penny stocks, and a
signed and dated copy of a suitably written statement.
These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our stock if it becomes subject to these penny stock
rules. Therefore, if our common stock becomes subject to the penny stock rules,
stockholders may have difficulty selling those securities.
Outstanding
Options, Warrants or Convertible Securities
As of the
date of this prospectus, we do not have any outstanding options, warrants to
purchase our common stock or securities convertible into shares of our common
stock.
Rule
144 Shares
None of
shares of our common stock are eligible for sale pursuant to Rule 144 under the
Securities Act. In general, under Rule 144, a person who is not one of our
affiliates and who is not deemed to have been one of our affiliates at any time
during the three months preceding a sale and who has beneficially owned shares
of our common stock for at least six months would be entitled to sell them
without restriction, subject to the continued availability of current public
information about us (which current public information requirement is eliminated
after a one-year holding period).
A person
who is an affiliate and who has beneficially owned shares of a company’s common
stock for at least six months, subject to the continued availability of current
public information about us, is entitled to sell within any three month period a
number of shares that does not exceed the greater of:
1. One
percent of the number of shares of the company's common stock then outstanding,
which, in our case, will equal approximately 1,000,000 shares as of the date of
this prospectus; or
2. The
average weekly trading volume of the company's common stock during the four
calendar weeks preceding the filing of a notice on form 144 with respect to the
sale.
Rule 144
is not available for either a reporting or non-reporting shell company, as
defined under Rule 405 of the Securities Act, unless the company:
· has
ceased to be a shell Company;
· is
subject to the Exchange Act reporting obligations;
· has
filed all required Exchange Act reports during the preceding twelve months;
and
· at
least one year has elapsed from the time the Company filed with the SEC, current
Form 10 type information reflecting its status as an entity that is not a shell
company.
Registration
Rights
We have
not granted registration rights to the selling stockholders or to any other
persons.
Dividends
There are
no restrictions in our Articles of Incorporation or Bylaws that would prevent us
from declaring dividends. The Nevada Revised Statutes, however, do prohibit us
from declaring dividends where, after giving effect to the distribution of the
dividend:
1. We
would not be able to pay our debts as they become due in the usual course of
business; or
2. Our
total assets would be less than the sum of our total liabilities plus the amount
that would be needed to satisfy the rights of stockholders who have preferential
rights superior to those receiving the distribution.
We have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.
23
FINANCIAL
STATEMENTS
Our
fiscal year end is December 31. Our audited financial statements are stated in
U.S. dollars and are prepared in conformity with generally accepted accounting
principles of the United States.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
We have
had no disagreements with our independent auditors on accounting or financial
disclosures.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Officers
and Directors
The name,
address, age, and position of our present sole officer and director is set forth
below:
Name
and Address
|
Age
|
Position(s)
|
Corie
Weisblum
41
Owatonna Street
Haworth,
NJ 07641
|
38
|
President,
Secretary, Treasurer and sole
Director
|
Corie Weisblum has been our
President, Secretary, Treasurer and Director since inception. Ms.
Weisblum graduated from the University of Hartford in 1992 with a Bachelor of
Arts degree. From 1992 to 1994, she was a sales manager for 9 West
Group in Manchester CT. From 1995 to 1998, Ms. Weisblum worked in
management at Bank of New York in Englewood NJ. From 2004 to 2007,
Ms. Weisblum was manager for GEM Advertising LLC in New York City, which worked
with existing agency clients and developed new accounts. From 2007 to
the present time, Ms. Weisblum has been sales manager for Celeb Kids Inc., a
large designer and manufacturer of children’s clothing. She
supervises shipping services for existing accounts and develops new
sales.
Term
of Office
Members
of our board of directors are appointed to hold office until the next annual
meeting of our stockholders or until his or her successor is elected and
qualified, or until they resign or are removed in accordance with the provisions
of the Nevada Revised Statutes. Our officers are appointed by our
board of directors and hold office until removed by the board.
Conflicts
of Interest
At the
present time, we do not foresee any direct conflict of interest between Ms.
Weisblum's other business interests and her involvement in our company nor any direct conflict of interest between Ms. Weisblum’s
involvement in our company and her other business interests. We will
disclose any foreseeable conflicts of interect, direct or indirect, should they
arise. Ms. Weisblum has the flexibility to work on our company
approximately 20-30 hours per week. She is prepared to devote more time to our
operations as may be required.
Board
Committees
We
currently do not have any committees of the Board of Directors.
EXECUTIVE
COMPENSATION
Summary
of Compensation
In 2008, Ms. Weisblum received 1,000,000 shares of common stock
pursuant to her employment agreement, which shares are valued at
$283. There are no stock option plans, retirement, pension, or
profit sharing plans for the benefit of our officers and director.
Long-term
Incentive Plan Awards
We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance.
Employment
Agreements
At
present, we have no employees other than our current sole officer and director,
Corie Weisblum. Ms. Weisblum entered into a thirty-six
months employment agreement with the Company effective as of May 27, 2008 for
compensation equal to 1,000,000 shares of the Company’s common stock. We
presently do not have pension, health, annuity, insurance, stock options, profit
sharing, or similar benefit plans; however, we may adopt plans in the future
and which Ms. Weisblum will be entitled to. There
are presently no personal benefits available to our director for time spent as a
director.
24
Director
Compensation
Our
director is not compensated by us for acting as such.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of the date of this prospectus, the total number
of shares owned beneficially by our sole officer ,
director, and employee, individually and as a group, and the present owners of
5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of
all shares in this offering. The stockholders listed below have direct ownership of their
shares and possess sole voting and dispositive power with respect to those shares.
Title
of Class
|
Name
and Address of Beneficial Owner (1)
|
Amount
and Nature
of
Beneficial Ownership (2)
|
Percent
of
Class ( 3 )
|
Amount
outstanding after the Offering
|
|
Common
Stock
|
Corie
Weisblum
41
Owatonna Street
Haworth,
NJ 07641
|
27,500,000
|
27.50%
|
6,875,000
|
|
Common
Stock
|
Peter
Wright
4
Greenwich Office Park
Connecticut
06831
|
10,000,000
(Direct)
|
10%
|
2,500,000
|
|
Common
Stock
|
Robb
Knie
6
Horizon Road, Suite 1903
Fort
Lee, NJ 07024
|
27,500,000
(Direct)
|
27.50%
|
6,875,000
|
|
Common
Stock
|
BigString
Corporation
157
Broad Street, Suite 109
Red
Bank, NJ 07701
|
5,000,000
|
5%
|
1,250,000
|
|
Common
Stock
|
Eliot
Jacobson
866
Longacre Avenue
N.
Woodmere, NY 11581
|
6,600,000
(Direct)
|
6%
|
1,650,000
|
|
Common
Stock
|
Wendy
O’Connor
79
Somerset
Suffern, NY 10901
|
5,000,000
|
1,250,000
|
||
Common
Stock
|
Barbara
R. Mittman
551
Fifth Avenue, Suite 1601
New
York, NY 10176
|
13,200,000
(direct
and indirect)
|
13.2%
|
3,300,000
|
|
All
Officers and Directors as a Group (1 person)
|
27,500,000
|
27.50%
|
6,875,000
|
Notes:
1. Unless otherwise indicated, includes shares owned by a spouse,
minor children and relatives sharing the same home, as well as entities owned or
controlled by the named beneficial owner.
2.
As of
June 1, 2009, there were 100,000,000 shares of our common stock issued and
outstanding and sixteen (16) registered stockholders.
Changes
in Control
We are
unaware of any contract, or other arrangement or provision of our Articles of
Incorporation or Bylaws, the operation of which may at a subsequent date result
in a change of control of our company
25
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On May
22, 2008, Corie Weisblum, our sole officer and director, acquired 26,500,000
shares of our Company’s $0.0001 par value Common Stock for total cash
consideration of $7,500.
In May,
2008, Corie Weisblum, our sole officer and director, entered into an Employment
Agreement with the Company for which she received 1,000,000 shares of common
stock as compensation. The approximate dollar
value for which the 1,000,000 shares are intended to compensate Ms. Weisblum is
$283.
In May,
2008, Robb Knie entered into a Financial Consulting Agreement with the
Company. Mr. Knie received compensation of 1,000,000 shares of the
Company’s common stock. The approximately dollar
value for which the 1,000,000 shares are intended to compensate Mr. Knie is
$283.
On June
11, 2008, the Company issued 20,000,000 of its common stock at their par value
of $0.0001 in exchange for all rights, title and interest in the Website and
domain name www.FindItAll.com
from BigString Corporation. BigString
Corporation subsequently sold 10,000,000 shares to Peter Wright and 5,000,000
shares to Wendy O’Connor.
On July
14, 2008, the Company sold 26,500,000 shares of its $0.0001 par value Common
Stock to Robb Knie for a total cash consideration of $7,500.
As of
June 1, 2009, Barbara R. Mittman, attorney for the Company, received 13,200,000
shares or 13.2% of the Common Stock of the Company as compensation for her legal
services. Therefore, Ms. Mittman is deemed a promoter of the
Company.
Director
Independence
Our
common stock is not currently listed on a national securities exchange or an
inter-dealer quotation system. We intend to apply to have our common stock
quoted on the OTC Bulletin Board inter-dealer quotation system, which does not
have director independence requirements. Under NASDAQ Rule 4200(a)(15), a
director is not considered to be independent if he or she is also an executive
officer or employee of the corporation. Our sole director is not independent
because Corie Weisblum is an executive officer of our company.
REPORTS
TO STOCKHOLDERS
We are
not required to deliver an annual report to our stockholders and will not
voluntarily send an annual report. Upon the effective date of this Registration
Statement on Form S-1; as we are not registering a class of securities under
Section 12 of the Exchange Act and will be considered a Section 15(d) filer
rather than a fully reporting company; we will only be required to file annual
and quarterly reports with the Securities and Exchange Commission for a period
of twelve months as compared to a fully reporting company which is required to
file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. While we are a Section
15(d) filer and until we become a fully reporting company we are not subject to
the Proxy Rules outlined in Section 14 of the Exchange Act and are therefore not
required to file proxy statements with the Securities and Exchange Commission.
We do intend to file a Registration Statement on Form 8-A with the Securities
and Exchange Commission concurrently with, or immediately following, the
effectiveness of this Registration Statement on Form S-1. The filing of the
Registration Statement on Form 8-A will cause us to become a fully reporting
company with the Securities and Exchange Commission under the Exchange Act . Our
Securities and Exchange Commission filings will be available to the public over
the internet at the Securities and Exchange Commission’s website at
http://www.sec.gov.
We have
filed a Registration Statement on Form S-1 under the Securities Act with the
Securities and Exchange Commission with respect to the shares of our common
stock offered through this prospectus. This prospectus is filed as a part of
that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of FindltAll Inc. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving FindltAll Inc, and the statements we have made
in this prospectus are qualified in their entirety by reference to these
additional materials. You may inspect the registration statement, exhibits and
schedules filed with the Securities and Exchange Commission at the Securities
and Exchange Commission's principal office in Washington, D.C. Copies of all or
any part of the registration statement may be obtained from the Public Reference
Section of the SEC, Room 1580, 100 F Street NE, Washington D.C. 20549. Please
call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. The Securities and
Exchange Commission also maintains a website at http://www.sec.gov that contains
reports, proxy statements and information regarding registrants that file
electronically with the Securities and Exchange Commission. Our Registration
Statement and the referenced exhibits can also be found on this
website.
No
finder, dealer, sales person or other person has been authorized to give any
information or to make any representation in connection with this offering other
than those contained in this prospectus and, if given or made, such information
or representation must not be relied upon as having been authorized by our
company. This prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation.
DISCLOSURE
OF THE COMMISSION POSITION OF INDEMNIFICATION
FOR
SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of our company under
Nevada law or otherwise, our company has been advised that the opinion of the
Securities and Exchange Commission is that such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
26
SUBJECT
TO COMPLETION, DATED ____________, 2009
PROSPECTUS
FINDITALL,
INC.
30,575,000 SHARES
COMMON
STOCK
Dealer
Prospectus Delivery Obligation
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 dealer's obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
27
FINDITALL,
INC.
(A
DEVELOPMENT STAGE COMPANY)
December
31, 2008
INDEX
TO FINANCIAL STATEMENTS
Contents | Page(s) |
Report of Independent Registered Public Accounting
Firm
|
F-1 |
Consolidated Balance Sheet at December 31, 2008 |
F-2
|
Consolidated Statement of Operations for the Period from May 22, 2008 (Inception) through December 31, 2008 | F-3 |
Consolidated
Statement of Stockholders’ Equity for the
Period from May 22, 2008 (Inception) through December
31, 2008
|
F-4 |
Consolidated Statement of Cash Flows for the Period from May 22, 2008 (Inception) through December 31, 2008 |
F-5
|
Notes to the Consolidated Financial Statements |
F-6
|
Interim
Financial Statements for the interim period ended September
30, 2009 (Unaudited)
|
F-11
|
F-
FindItAll,
Inc.
(A
development stage company)
Haworth,
New Jersey
We have
audited the accompanying consolidated balance sheet of FindItAll, Inc. (the
“Company”) (a development stage company) as of December 31, 2008 and the related
consolidated statement of operations, stockholders’ equity and cash flows for
the period from May 22, 2008 (Inception) through December 31,
2008. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2008 and the results of its operations and its cash flows for the period
from May 22, 2008 (Inception) through December 31, 2008 in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates continuity of
operations, realization of assets, and liquidation of liabilities in the normal
course of business. As reflected in the accompanying financial
statements, the Company had a deficit accumulated during the development stage
of $15,317, a net loss and net cash used in operations of $15,317 and $2,084 for
the period from May 22, 2008 (Inception) through December 31, 2008,
respectively. These conditions raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Li & Company,
PC
Li &
Company, PC
Skillman,
New Jersey
May 26,
2009
F-1
FINDITALL,
INC.
(A
DEVELOPMENT STAGE COMPANY)
Consolidated
Balance Sheet
December 31,
2008
|
||||
ASSETS
|
||||
Current
Assets:
|
||||
Cash
|
$ | 9,356 | ||
Prepaid
expenses
|
81 | |||
Total
Current Assets
|
9,437 | |||
Websites
and website development, net of accumulated amortization of
$1,173
|
5,927 | |||
TOTAL
ASSETS
|
$ | 15,364 | ||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||
Current
Liabilities:
|
||||
Accrued
expenses
|
$ | 5,019 | ||
Due
to shareholder
|
540 | |||
Total
Current Liabilities
|
5,559 | |||
Stockholders'
Equity:
|
||||
Preferred
stock: $0.0001 par value; 5,000,000 shares
authorized;
no shares issued or outstanding
|
- | |||
Common
stock: $0.0001 par value; 500,000,000 shares authorized; 100,000,000
shares issued and outstanding
|
10,000 | |||
Additional
paid-in capital
|
15,641 | |||
Deferred
compensation
|
(464 | ) | ||
Deficit
accumulated during the development stage
|
(15,372 | ) | ||
Total
Stockholders’ Equity
|
9,805 | |||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 15,364 |
See
accompanying notes to consolidated financial statements.
F-2
FINDITALL
INC.
(A
DEVELOPMENT STAGE COMPANY)
Consolidated
Statement of Operations
For
the Period from
May
22, 2008
(Inception)
through
December
31,
2008
|
||||
Revenue
|
$ | 720 | ||
Cost
of sales
|
653 | |||
Gross
profit
|
67 | |||
Operating
expenses:
|
||||
Professional
fees
|
12,094 | |||
Amortization
|
1,275 | |||
General
and administrative
|
2,070 | |||
Total
operating expenses
|
15,439 | |||
Net
loss
|
$ | (15,372 | ) | |
Net
loss per common share - basic and diluted
|
$ | (0.00 | ) | |
Weighted
average number of common shares outstanding – basic and
diluted
|
86,053,812 |
See
accompanying notes to consolidated financial statements.
F-3
FINDITALL,
INC.
(A
DEVELOPMENT STAGE COMPANY)
Consolidated
Statement of Stockholders’ Equity
For the
Period from May 22, 2008 (Inception) through December 31, 2008
Common
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Deferred
Compensation
|
Accumulated
Deficit
|
Total
|
|||||||||||||
May
22, 2008 (Inception)
|
27,500,000 | $ | 2,750 | $ | 5,033 | $ | (283 | ) | $ | - | $ | 7,500 | ||||||
Issuance
of common stock for website acquisition (valued at $0.00015 per
share)
|
20,000,000 | 2,000 | 1,000 | 3,000 | ||||||||||||||
Stock
issued for cash at $0.000283 per share on July 14, 2008
|
26,500,000 | 2,650 | 4,850 | 7,500 | ||||||||||||||
Common
stock issued for services
|
26,000,000 | 2,600 | 4,758 | (283 | ) | 7,075 | ||||||||||||
Amortization
of deferred stock compensation
|
102 | 102 | ||||||||||||||||
Net
loss
|
(15,372 | ) | (15,372 | ) | ||||||||||||||
Balance,
December 31, 2008
|
100,000,000 | $ | 10,000 | $ | 15,641 | $ | (464 | ) | $ | (15,372 | ) | $ | 9,805 |
See
accompanying notes to consolidated financial statements.
F-4
FINDITALL,
INC.
(A
DEVELOPMENT STAGE COMPAY)
Consolidated
Statement of Cash Flows
For
the Period from May 22, 2008 (Inception) through December 31,
2008
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||
Net
loss
|
$ | (15,372 | ) | |
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||
Amortization
of websites
|
1,173 | |||
Amortization
of deferred stock compensation
|
102 | |||
Common
stock issued for services
|
7,075 | |||
Changes
in operating assets and liabilities
|
||||
Increase
in prepaid expenses
|
(81 | ) | ||
Increase
in accrued expenses
|
5,019 | |||
Net
Cash Used in Operating Activities
|
(2,084 | ) | ||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||
Purchases
of intangibles
|
(4,100 | ) | ||
(4,100 | ) | |||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||
Sale
of common stock
|
15,000 | |||
Advances
from stockholder
|
540 | |||
Net
Cash Provided By Financing Activities
|
15,540 | |||
NET
CHANGE IN CASH
|
9,356 | |||
CASH
AT BEGINNING OF PERIOD
|
- | |||
CASH
AT END OF PERIOD
|
$ | 9,356 | ||
Supplemental
Disclosure of Cash Flow Information:
|
||||
Cash
paid during the periods for:
|
||||
Interest
|
$ | - | ||
Taxes
|
$ | - | ||
Non-Cash
Financing and Investing Activities:
|
||||
Common
stock issued for Websites
|
$ | 3,000 | ||
Common
stock issued for future services
|
$ | 100 | ||
See
accompanying notes to consolidated financial statements.
F-5
FINDITALL,
INC.
(A
DEVELOPMENT STAGE COMPANY)
December
31, 2008
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -
ORGANIZATION
FindItAll,
Inc., (“FindItAll” or the “Company”), a development stage company, was
incorporated on May 22, 2008 under the laws of the State of
Nevada. Initial operations have included organization and
incorporation, target market identification, marketing plans, and capital
formation. A substantial portion of the Company’s activities has
involved developing FindItAll.com, the company’s website and establishing
contacts and visibility in the marketplace. The Company has generated
minimal revenues since inception. The company has designed its
website to enable products to be sold by third party merchants across various
product categories.
AmericanMoBlog,
Inc., was incorporated on May 22, 2008 under the laws of the State of
Nevada. AmericanMoBlog, of which the
Company is the sole shareholder, is currently inactive.
The
Company is a development stage company as defined by Statement of Financial
Accounting Standards No. 7,
Accounting and Reporting by Development Stage Enterprises. The Company is
still devoting substantially all of its efforts on establishing its
business. All losses accumulated since inception has been considered
as part of the Company’s development stage activities.
NOTE 2 –
SUMMARY OF SIGNIFICANT ACCONTING POLICIES
Basis of
presentation
The
Company’s financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S.
GAAP”).
The
consolidated financial statements include all accounts of FindItAll as of
December 31, 2008 and for the period from May 22, 2008 (inception) through
December 31, 2008, and include all accounts of AmericanMoBlog, its wholly-owned
subsidiary as of December 31, 2008 and for the period from May 22, 2008
(inception) through December 31, 2008. All inter-company balances and
transactions have been eliminated.
Development Stage
Company
The
Company is a development stage company as defined by Statement of Financial
Accounting Standards No. 7“Accounting and Reporting by
Development Stage Enterprises” (“SFAS No. 7”). The Company has
recognized minimal revenue, and is still devoting substantially all of its
efforts on establishing the business. All losses accumulated since
inception, have been considered as part of the Company’s development stage
activities.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Cash
Equivalents
The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.
F-6
Websites and Website
Development
Websites
and website development are stated at cost less accumulated
amortization. Website development is the capitalized cost of website
development, including software used to upgrade and enhance the websites and
processes supporting the business. As required by Statement of Position (SOP)
98-1, “Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use,” the
Company capitalizes costs incurred during the application development stage of
software used to upgrade and enhance a website and amortizes these costs over
its estimated useful life of two (2) years.
Fair Value of Financial
Instruments
The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties. The carrying
amounts of financial assets and liabilities, such as cash, prepaid expenses,
and accrued expenses, approximate their fair values because of the short
maturity of these instruments.
Impairment of long-lived
assets
The
Company follows Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or
Disposal of Long-Lived Assets” (“SFAS No. 144”) for its long-lived
assets. The Company’s long-lived assets, which include websites and
website development, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.
The
Company assesses the recoverability of its long-lived assets by comparing the
projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives
against their respective carrying amounts. Impairment, if any, is
based on the excess of the carrying amount over the fair value of those
assets. Fair value is generally determined using the asset’s expected
future discounted cash flows or market value, if readily
determinable. If long-lived assets are determined to be recoverable,
but the newly determined remaining estimated useful lives are shorter than
originally estimated, the net book values of the long-lived assets are
depreciated over the newly determined remaining estimated useful
lives. The Company determined that there were no impairments of
long-lived assets as of December 31, 2008.
Revenue
Recognition
The
Company’s future revenues will be derived principally from product sales to the
general public through our website. The Company follows the guidance
of the Securities and Exchange Commission’s Staff Accounting Bulletin 104 (“SAB
No. 104”) for revenue recognition. The Company will recognize revenue when it is
realized or realizable and earned less estimated future doubtful accounts. The
Company considers revenue realized or realizable and earned when it has
persuasive evidence of an arrangement that the services have been rendered to
the customer, the sales price is fixed or determinable, and collectability is
reasonably assured.
Stock-based
compensation
The
Company accounted for its stock based compensation under the recognition and
measurement principles of the fair value recognition provisions of Statement of
Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment” (“SFAS
No. 123R”) and the Financial Accounting Standards Board Emerging Issues Task
Force (“EITF”) Issue No. 96-18 “Accounting For Equity Instruments
That Are Issued To Other Than Employees For Acquiring, Or In Conjunction With
Selling Goods Or Services” (“EITF No. 96-18”) using the modified
prospective method. All transactions in which goods or services are
the consideration received for the issuance of equity instruments are accounted
for based on the fair value of the consideration received or the fair value of
the equity instrument issued, whichever is more reliably
measurable. The measurement date used to determine the fair value of
the equity instrument issued is the earlier of the date on which the third-party
performance is complete or the date on which it is probable that performance
will occur.
F-7
Income
Taxes
The
Company follows Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes”
(“SFAS No. 109”), which requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method,
deferred tax assets and liabilities are based on the differences between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be
realized. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
the consolidated statements of income and comprehensive income in the period
that includes the enactment date.
Net loss per common
share
Net loss
per common share is computed pursuant to Statement of Financial Accounting
Standards No. 128. "Earnings per Share" ("SFAS No. 128"). Basic net
loss per common share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period. Diluted net loss
per common share is computed by dividing net loss by the weighted average number
of shares of common stock and potentially outstanding shares of common stock
during each period. There were no potentially dilutive shares outstanding as of
December 31, 2008.
Recently Issued Accounting
Pronouncements
In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the
fiscal year ending
December
31, 2009, the Company will be required to include a report of management on its
internal control over financial reporting. The internal control report must
include a statement
|
of
management’s responsibility for establishing and maintaining adequate
internal control over its financial
reporting;
|
|
of
management’s assessment of the effectiveness of its internal control over
financial reporting as of year end;
and
|
|
of
the framework used by management to evaluate the effectiveness of the
Company’s internal control over financial
reporting.
|
Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.
In May
2008, the FASB issued Statement of Financial Accounting Standard No. 162 “The
Hierarchy of Generally Accepted Accounting Principles” (“SFAS
162”). The purpose of this standard is to provide a consistent
framework for determining what accounting principles should be used when
preparing U.S. GAAP financial statements. SFAS 162 categorizes
accounting pronouncements in a descending order of authority. In the
instance of potentially conflicting accounting principles, the standard in the
highest category must be used. This statement will be effective 60
days after the SEC approves the Public Company Accounting and Oversight Board’s
related amendments. The Company believes that SFAS 162 will have
no impact on their existing accounting methods.
In
April 2009, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly”.
Based on the guidance, if an entity determines that the level of activity for an
asset or liability has significantly decreased and that a transaction is not
orderly, further analysis of transactions or quoted prices is needed, and a
significant adjustment to the transaction or quoted prices may be necessary to
estimate fair value in accordance with Statement of Financial Accounting
Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will adopt this FSP for its quarter ending
June 30, 2009. There is no expected impact on the financial
statements.
F-8
In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The
FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial
Instruments” to require an entity to provide
disclosures
about fair value of financial instruments in interim financial information. This
FSP is to be applied prospectively and is effective for interim and annual
periods ending after June 15, 2009 with early adoption permitted for
periods ending after March 15, 2009. The company will include the required
disclosures in its quarter ending June 30, 2009.
In
April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful
Life of Intangible Assets”. The FSP states that in developing assumptions about
renewal or extension options used to determine the useful life of an intangible
asset, an entity needs to consider its own historical experience adjusted for
entity-specific factors. In the absence of that experience, an entity shall
consider the assumptions that market participants would use about renewal or
extension options. This FSP is to be applied to intangible assets acquired after
January 1, 2009. The adoption of this FSP did not have an impact on the
financial statements.
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
NOTE 3 –
GOING CONCERN
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates continuity of
operations, realization of assets, and liquidation of liabilities in the normal
course of business. As reflected in the accompanying financial
statements, the Company had a deficit accumulated during the development stage
of $15,372, a net loss and net cash used in operations of $15,372 and $2,084 for
the period from May 22, 2008 (Inception) through December 31, 2008,
respectively. These conditions raise substantial doubt about its ability to
continue as a going concern.
While the
Company is attempting to commence operations and generate sales, the Company’s
cash position may not be sufficient to support the Company’s daily operations.
While the Company believes in the viability of its strategy to produce sales
volume and in its ability to raise additional funds, there can be no assurances
to that effect. The ability of the Company to continue as a going concern is
dependent upon the Company’s ability to further implement its business plan and
generate sufficient revenues. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern. Management believes that the actions presently being taken to
further implement its business plan and generate sufficient revenues provide the
opportunity for the Company to continue as a going concern.
The
consolidated financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.
NOTE 4 -
WEBSITES
On June
11, 2008, FindItAll acquired the website, FindItAll.com, pursuant to an asset
purchase agreement. FindItAll issued 20,000,000 shares to the
sellers. The market value of FindItAll’s common stock on June 11, 2008 was
$0.0001 per share. The purchase price of $3,000 has been allocated to Websites
based on estimated fair value. The acquisition includes right, title
and interest in domain names, customer and member lists and source
code.
On June
11, 2008, AmericanMoBlog, Inc. completed the acquisition of the website,
AmericanMoBlog.com, pursuant to an asset purchase
agreement. AmericanMoBlog paid $100 to the sellers. The
purchase price of $100 has been allocated to Websites based on estimated fair
value. The acquisition includes right, title and interest in domain
names, customer and member lists and source code.
F-9
On
October 2, 2008 the Company paid $4,000 for the design and implementation of the
FindItAll.com website.
NOTE 5 -
STOCKHOLDERS’ EQUITY
Issuance of common
stock
The
Company was incorporated on May 22, 2008. Upon the formation, the
Company issued 26,500,000 shares of its common stock at $0.000283 per share
for $7,500 to its Chief Executive Officer and issued her 1,000,000 shares
of its common stock valued at $283 for future services of three years under her
employment agreement.
On June
11, 2008 the Company issued 20,000,000 of its common stock at their par value of
$0.0001 in exchange for all rights, title and interest in the Website and domain
name www.FindItAll.com
from BigString Corporation. The website was valued at of the fair market value
of $3,000 on the date of acquisition.
On July
14, 2008, the Company sold 26,500,000 shares of its common stock at $0.000283
per share for $7,500 to one individual. The Company issued an
additional 1,000,000 shares at its fair market value of $0.000283 per share or
$283 for services to be provided by an individual per a consulting
agreement.
On July
14, 2008, the Company issued 25,000,000 shares of its common stock at its fair
market value of $0.000283 per share or $7,075 to its attorneys, for services
rendered.
NOTE 6 –
CONCENTRATIONS AND CREDIT RISK
One
customer accounted for 83.3% of total sales for the period from May 22, 2008
(Inception) through December 31, 2008.
NOTE 7 –
COMMITMENTS AND CONTINGENCIES
Consulting
agreement
In July
2008, the Company entered into a consulting agreement (“Consulting Agreement”)
with a stockholder for a term of three years from the date of
signing. The stockholder was compensated with the issuance of
1,000,000 of the Company’s $.0001 par value Common Stock. Either the
Company
or the Stockholder can terminate the Consulting Agreement without cause upon
thirty (30) days’ notice to the other party.
Employment
agreement
In May
2008, the Company entered into an employment agreement (“Employment Agreement”)
with a majority stockholder and its sole director and officer for a term of
three years from the date of signing. The Employee was issued
1,000,000 shares of the Company’s common stock, valued at $283 for her three
years worth of future service. Either the Company or the Employee can
terminate the Employment Agreement without cause upon thirty (30) days’ notice
to the other party.
AmericanMoBlog Consulting
agreement
In May
2008, the Company entered into a consulting agreement (“Consulting Agreement”)
with a majority stockholder for a term of three years from the date of
signing. The consultant was prepaid $100. The $100 that
the Company paid has been reduced by $19, the seven months expense, with the
balance of $81 remaining in prepaid expenses. Either the Company or
the Employee can terminate the Consulting Agreement without cause upon thirty
(30) days’ notice to the other party.
NOTE 8 –
LOAN PAYABLE SHAREHOLDER
On June
27, 2008, the Company was advanced $540 by a shareholder. The loan is payable on
demand and bears no interest.
F-10
FINDITALL,
INC.
(A
DEVELOPMENT STAGE COMPANY)
Consolidated
Balance Sheets
ASSETS
|
||||||||
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
Current
Assets:
|
||||||||
Cash
|
$ | 3,115 | 9,356 | |||||
Prepaid
expenses
|
57 | 81 | ||||||
Total
Current Assets
|
3,172 | 9,437 | ||||||
Websites
and website development cost, net of accumulated amortization of $3,863
and $1,173, respectively
|
3,237 | 5,927 | ||||||
TOTAL
ASSETS
|
$ | 6,409 | 15,364 | |||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accrued
expenses
|
$ | 1,043 | 5,019 | |||||
Due
to shareholder
|
540 | 540 | ||||||
Total
Current Liabilities
|
1,583 | 5,559 | ||||||
Stockholders'
Equity:
|
||||||||
Preferred
stock: $0.0001 par value; 5,000,000 shares authorized; no shares issued or
outstanding
|
- | - | ||||||
Common
stock: $0.0001 par value; 500,000,000 shares authorized; 100,000,000
shares issued and outstanding
|
10,000 | 10,000 | ||||||
Additional
paid-in capital
|
15,641 | 15,641 | ||||||
Deferred
compensation
|
(323 | ) | (464 | ) | ||||
Deficit
accumulated during the development stage
|
(20,492 | ) | (15,372 | ) | ||||
Total
Stockholders’ Equity
|
4,826 | 9,805 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 6,409 | 15,364 |
See
accompanying notes to consolidated financial statements.
F-11
FINDITALL
INC.
(A
DEVELOPMENT STAGE COMPANY)
Consolidated
Statements of Operations
(Unaudited)
For
the Nine Months Ended
September
30, 2009
|
For
the Period from May 22, 2008
(Inception)
through
September
30,
2008
|
For
the Period from May 22, 2008
(Inception)
through
September
30,
2009
|
||||||||||
Revenue
|
$ | 743 | $ | 609 | $ | 1,463 | ||||||
Cost
of sales
|
17 | 580 | 670 | |||||||||
Gross
profit
|
726 | 29 | 793 | |||||||||
Operating
expenses:
|
||||||||||||
Professional
fees
|
2,274 | 7,075 | 14,368 | |||||||||
Amortization
|
2,831 | 404 | 4,106 | |||||||||
General
and administrative
|
741 | 997 | 2,811 | |||||||||
Total
operating expenses
|
5,846 | 8,476 | 21,285 | |||||||||
Net
loss
|
$ | (5,120 | ) | $ | (8,447 | ) | $ | (20,492 | ) | |||
Net
loss per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
Weighted
average number of common shares outstanding - basic and
diluted
|
100,000,000 | 75,858,779 | 93,729,839 |
See
accompanying notes to consolidated financial statements.
F-12
FINDITALL,
INC.
(A
DEVELOPMENT STAGE COMPANY)
Consolidated
Statement of Stockholders’ Equity (Deficit)
For the
Period from May 22, 2008 (Inception) through September 30, 2009
(Unaudited)
Common
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Deferred
Compensation
|
Accumulated
Deficit
|
Total
|
|||||||||||||||
May
22, 2008 (Inception)
|
27,500,000 | $ | 2,750 | $ | 5,033 | $ | (283 | ) | $ | - | $ | 7,500 | ||||||||
Issuance
of common stock for website acquisition (valued at $0.00015 per
share)
|
20,000,000 | 2,000 | 1,000 | 3,000 | ||||||||||||||||
Stock
issued for cash at $0.000283 per share on July 14, 2008
|
26,500,000 | 2,650 | 4,850 | 7,500 | ||||||||||||||||
Common
stock issued for services
|
26,000,000 | 2,600 | 4,758 | (283 | ) | 7,075 | ||||||||||||||
Amortization
of deferred stock compensation
|
102 | 102 | ||||||||||||||||||
Net
loss
|
(15,372 | ) | (15,372 | ) | ||||||||||||||||
Balance,
December 31, 2008
|
100,000,000 | 10,000 | 15,641 | (464 | ) | (15,372 | ) | 9,805 | ||||||||||||
Amortization
of deferred stock compensation
|
141 | 141 | ||||||||||||||||||
Net
loss
|
(5,120 | ) | (5,120 | ) | ||||||||||||||||
Balance,
September 30, 2009
|
100,000,000 | $ | 10,000 | $ | 15,358 | $ | (323 | ) | (20,492 | ) | $ | 4,826 |
See
accompanying notes to consolidated financial statements.
F-13
FINDITALL,
INC.
(A
DEVELOPMENT STAGE COMPAY)
Consolidated
Statements of Cash Flows
(Unaudited)
For
the Nine Months Ended
September
30, 2009
|
For
the Period from May 22, 2008
(Inception)
through
September
30,
2008
|
For
the Period from May 22, 2008
(Inception)
through
September
30,
2009
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
loss
|
$ | (5,120 | ) | $ | (8,447 | ) | $ | (20,492 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Amortization
of intangibles
|
2,690 | 404 | 3,863 | |||||||||
Amortization
of deferred stock compensation
|
141 | 55 | 243 | |||||||||
Common
stock issued for services
|
- | 7,075 | 7,075 | |||||||||
Changes
in operating assets and liabilities
|
||||||||||||
Decrease
(increase) in prepaid expenses
|
24 | (97 | ) | (57 | ) | |||||||
Increase
(decrease) in accrued expenses
|
(3,976 | ) | - | 1,043 | ||||||||
Net
Cash Used in Operating Activities
|
(6,241 | ) | (1,010 | ) | (8,325 | ) | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Purchases
of intangibles
|
- | (100 | ) | (4,100 | ) | |||||||
- | (100 | ) | (4,100 | ) | ||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Sale
of common stock
|
- | 15,000 | 15,000 | |||||||||
Advances
from stockholder
|
- | 540 | 540 | |||||||||
Net
Cash Provided By Financing Activities
|
- | 15,540 | 15,540 | |||||||||
NET
CHANGE IN CASH
|
(6,241 | ) | 14,430 | 3,115 | ||||||||
CASH
AT BEGINNING OF PERIOD
|
9,356 | - | - | |||||||||
CASH
AT END OF PERIOD
|
$ | 3,115 | $ | 14,430 | $ | 3,115 | ||||||
SUPPLEMENTARY INFORMATION:
|
||||||||||||
Cash
paid during the periods for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Taxes
|
$ | - | $ | - | $ | - | ||||||
Details
of acquisitions:
|
||||||||||||
Common
stock issued for websites
|
$ | - | $ | 3,000 | $ | 3,000 | ||||||
Common
stock issued for future services
|
$ | - | $ | - | $ | 100 |
See
accompanying notes to consolidated financial statements.
F-14
FINDITALL,
INC.
(A
DEVELOPMENT STAGE COMPANY)
September
30, 2009 and 2008
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 -
ORGANIZATION
FindItAll,
Inc., (“FindItAll” or the “Company”), a development stage company, was
incorporated on May 22, 2008 under the laws of the State of
Nevada. Initial operations have included organization and
incorporation, target market identification, marketing plans, and capital
formation. A substantial portion of the Company’s activities has
involved developing FindItAll.com, the company’s website and establishing
contacts and visibility in the marketplace. The Company has generated
minimal revenues since inception. The company has designed its
website to enable products to be sold by third party merchants across various
product categories.
AmericanMoBlog,
Inc., was incorporated on May 22, 2008 under the laws of the State of
Nevada. AmericanMoBlog, of which the
Company is the sole shareholder, is currently inactive.
NOTE 2 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of
Presentation
The
accompanying unaudited interim consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) for interim financial information and
with the rules and regulations of the United States Securities and Exchange
Commission (“SEC”) to Form 10 and Article 8 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by U.S. GAAP for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. The results of operations
realized during an interim period are not necessarily indicative of results to
be expected for a full year. These financial statements should be read in
conjunction with the information filed as part of the Company’s Registration
Statement on Form S-1, of which this Prospectus is a part.
Development stage
company
The
Company is a development stage company as defined by section 810-10-20 of the
FASB Accounting Standards Codification. The Company is still devoting
substantially all of its efforts on establishing its business. All
losses accumulated since inception has been considered as part of the Company’s
development stage activities.
Use of
estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Cash
Equivalents
The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.
Websites and Website
Development Cost
Websites
and website development cost are stated at cost less accumulated
amortization. Website development cost is the capitalized cost of
website development, including software used to upgrade and enhance the websites
and processes supporting the business. As required by section 350-40-25-2 of the
FASB Accounting Standards Codification the Company capitalizes costs incurred
during the application development stage of software used to upgrade and enhance
a website and amortizes these costs over its estimated useful life of two (2)
years.
Fair Value of Financial
Instruments
The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph
820-10-35-37”) to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 establishes a framework for
measuring fair value in accounting principles generally accepted in the United
States of America (U.S. GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair
value hierarchy which prioritizes the inputs to valuation techniques used to
measure fair value into three (3) broad levels. The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to
unobservable inputs. The three (3) levels of fair value hierarchy
defined by Paragraph 820-10-35-37 are described below:
F-15
Level
1
|
Quoted
market prices available in active markets for identical assets or
liabilities as of the reporting date.
|
Level
2
|
Pricing
inputs other than quoted prices in active markets included in Level 1,
which are either directly or indirectly observable as of the reporting
date.
|
Level
3
|
Pricing
inputs that are generally observable inputs and not corroborated by market
data.
|
The
carrying amounts of the Company’s financial assets and liabilities, such as cash
and accrued expenses, approximate their fair values because of the short
maturity of these instruments.
The
Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at
September 30, 2009 or 2008, nor gains or losses are reported in the statement of
operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for
the interim period ended September 30, 2009 or 2008.
Revenue
Recognition
The
Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company recognizes revenue
when it is realized or realizable and earned less estimated future doubtful
accounts. The Company considers revenue realized or realizable and
earned when all of the following criteria are met: (i) persuasive evidence of an
arrangement exists, (ii) the product has been shipped or the services have been
rendered to the customer, (iii) the sales price is fixed or determinable, and
(iv) collectability is reasonably assured.
Income
Taxes
The
Company follows Section 740-10-30 of the FASB Accounting Standards Codification,
which requires recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax
assets and liabilities are based on the differences between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to
reverse. Deferred tax assets are reduced by a valuation allowance to
the extent management concludes it is more likely than not that the assets will
not be realized. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the Statements of Operations in the period
that includes the enactment date.
The
Company adopted section 740-10-25 of the FASB Accounting Standards Codification
(“Section 740-10-25”). Section 740-10-25.addresses the determination of whether
tax benefits claimed or expected to be claimed on a tax return should be
recorded in the financial statements. Under Section 740-10-25, the
Company may recognize the tax benefit from an uncertain tax position only if it
is more likely than not that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial
statements from such a position should be measured based on the largest benefit
that has a greater than fifty percent (50%) likelihood of being realized upon
ultimate settlement.
Section
740-10-25 also provides guidance on de-recognition, classification, interest and
penalties on income taxes, accounting in interim periods and requires increased
disclosures. The Company had no material adjustments to its
liabilities for unrecognized income tax benefits according to the provisions of
Section 740-10-25.
Net loss per common
share
Net loss
per common share is computed pursuant to section 260-10-45 of the FASB
Accounting Standards Codification. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding during the period. Diluted net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock and potentially outstanding shares of common stock during each
period. There were no potentially dilutive shares outstanding as of
September 30, 2009 or 2008.
Recently issued accounting
standards
In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-9072 on October 13, 2009. Commencing with its annual report for
the year ending December 31, 2010, the Company will be required to include a
report of management on its internal control over financial reporting. The
internal control report must include a statement
F-16
|
of
management’s responsibility for establishing and maintaining adequate
internal control over its financial
reporting;
|
|
of
management’s assessment of the effectiveness of its internal control over
financial reporting as of year end;
and
|
|
of
the framework used by management to evaluate the effectiveness of the
Company’s internal control over financial
reporting.
|
Furthermore,
it is required to file the auditor’s attestation report separately on the
Company’s internal control over financial reporting on whether it believes that
the Company has maintained, in all material respects, effective internal control
over financial reporting.
In
June 2009, the FASB approved the “FASB Accounting Standards Codification”
(the “Codification”) as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009. The Codification does not
change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All existing accounting standard
documents will be superseded and all other accounting literature not included in
the Codification will be considered non-authoritative. The Codification is
effective for interim and annual periods ending after September 15,
2009.
In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-04 “Accounting for
Redeemable Equity Instruments - Amendment to Section 480-10-S99” which
represents an update to section 480-10-S99, distinguishing liabilities from
equity, per EITF Topic D-98, Classification and Measurement of
Redeemable Securities. The Company does not expect the
adoption of this update to have a material impact on its consolidated financial
position, results of operations or cash flows.
In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-05 “Fair Value
Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair
Value”, which provides amendments to subtopic 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. This update provides clarification that in circumstances
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: 1. A valuation technique that uses: a. The
quoted price of the identical liability when traded as an asset b. Quoted prices
for similar liabilities or similar liabilities when traded as assets. 2. Another
valuation technique that is consistent with the principles of topic 820; two
examples would be an income approach, such as a present value technique, or a
market approach, such as a technique that is based on the amount at the
measurement date that the reporting entity would pay to transfer the identical
liability or would receive to enter into the identical liability. The amendments
in this update also clarify that when estimating the fair value of a liability,
a reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this update also clarify that both
a quoted price in an active market for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset
are required are Level 1 fair value measurements. The Company does
not expect the adoption of this update to have a material impact on its
consolidated financial position, results of operations or cash
flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08 “Earnings Per Share –
Amendments to Section 260-10-S99”,which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share
for a Period that includes a Redemption or an Induced Conversion of a Portion of
a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock. The Company does not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-09 “Accounting for
Investments-Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees”. This update represents a
correction to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method
Investee. Additionally, it adds observer comment Accounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees
to the Codification. The Company does not expect the adoption to have a material
impact on its consolidated financial position, results of operations or cash
flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-12 “Fair Value
Measurements and Disclosures Topic 820 – Investment in Certain Entities That
Calculate Net Assets Value Per Share (or Its Equivalent)”, which provides
amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall,
for the fair value measurement of investments in certain entities that calculate
net asset value per share (or its equivalent). The amendments in this update
permit, as a practical expedient, a reporting entity to measure the fair value
of an investment that is within the scope of the amendments in this update on
the basis of the net asset value per share of the investment (or its equivalent)
if the net asset value of the investment (or its equivalent) is calculated in a
manner consistent with the measurement principles of Topic 946 as of the
reporting entity’s measurement date, including measurement of all or
substantially all of the underlying investments of the investee in accordance
with Topic 820. The amendments in this update also require disclosures by major
category of investment about the attributes of investments within the scope of
the amendments in this update, such as the nature of any restrictions on the
investor’s ability to redeem its investments a the measurement date, any
unfunded commitments (for example, a contractual commitment by the investor to
invest a specified amount of additional capital at a future date to fund
investments that will be make by the investee), and the investment strategies of
the investees. The major category of investment is required to be determined on
the basis of the nature and risks of the investment in a manner consistent with
the guidance for major security types in U.S. GAAP on investments in debt and
equity securities in paragraph 320-10-50-1B. The disclosures are required for
all investments within the scope of the amendments in this update regardless of
whether the fair value of the investment is measured using the practical
expedient. The Company does not expect the adoption to have a material impact on
its consolidated financial position, results of operations or cash
flows.
F-17
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
NOTE 3 –
GOING CONCERN
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates continuity of
operations, realization of assets, and liquidation of liabilities in the normal
course of business. As reflected in the accompanying consolidate
financial statements, the Company had an accumulated deficit $20,492, a net loss
and net cash used in operations of $5,120 and $6,241 for the interim period
ended September 30, 2009, respectively. These conditions raise substantial doubt
about its ability to continue as a going concern.
While the
Company is attempting to commence operations and generate sales, the Company’s
cash position may not be sufficient to support the Company’s daily operations.
While the Company believes in the viability of its strategy to produce sales
volume and in its ability to raise additional funds, there can be no assurances
to that effect. The ability of the Company to continue as a going concern is
dependent upon the Company’s ability to further implement its business plan and
generate sufficient revenues. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern. Management believes that the actions presently being taken to
further implement its business plan and generate sufficient revenues provide the
opportunity for the Company to continue as a going concern.
The
consolidated financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.
NOTE 4 –
WEBSITES AND WEBSITE DEVELOPMENT COST
On June
11, 2008, FindItAll acquired the website, FindItAll.com, pursuant to an asset
purchase agreement. FindItAll issued 20,000,000 shares to the
sellers. The market value of FindItAll’s common stock on June 11, 2008 was
$0.0001 per share. The purchase price of $3,000 has been allocated to Websites
based on estimated fair value. The acquisition includes right, title
and interest in domain names, customer and member lists and source
code.
On June
11, 2008, AmericanMoBlog, Inc. completed the acquisition of the website,
AmericanMoBlog.com, pursuant to an asset purchase
agreement. AmericanMoBlog paid $100 to the sellers. The
purchase price of $100 has been allocated to Websites based on estimated fair
value. The acquisition includes right, title and interest in domain
names, customer and member lists and source code.
On
October 2, 2008 the Company paid $4,000 for the design and implementation of the
FindItAll.com website.
Websites
and website development cost at September 30, 2009 and December 31, 2008
consisted of the following:
June
30, 2009
|
December
31, 2008
|
|||||||
Websites
and website development cost
|
$
|
7,100
|
$
|
7,100
|
||||
Less:
Accumulated amortization
|
(3,863
|
)
|
(1,173
|
)
|
||||
$
|
3,237
|
$
|
5,927
|
NOTE 5 -
STOCKHOLDERS’ EQUITY
Issuance of common
stock
The
Company was incorporated on May 22, 2008. Upon the formation, the
Company issued 26,500,000 shares of its common stock at $0.000283 per share
for $7,500 to its Chief Executive Officer and issued her 1,000,000 shares
of its common stock valued at $283 for future services of three years under her
employment agreement.
On June
11, 2008 the Company issued 20,000,000 of its common stock at their par value of
$0.0001 in exchange for all rights, title and interest in the Website and domain
name www.FindItAll.com
from BigString Corporation. The website was valued at of the fair market value
of $3,000 on the date of acquisition.
F-18
On July
14, 2008, the Company sold 26,500,000 shares of its common stock at $0.000283
per share for $7,500 to one individual. The Company issued an
additional 1,000,000 shares at its fair market value of $0.000283 per share or
$283 for services to be provided by an individual per a consulting
agreement.
On July
14, 2008, the Company issued 25,000,000 shares of its common stock at its fair
market value of $0.000283 per share or $7,075 to its attorneys, for services
rendered.
NOTE 6 –
CONCENTRATIONS AND CREDIT RISK
One (1)
customer accounted for 83.3% and xx.x% of total sales for the interim period
ended September 30, 2009 and For the Period from May 22, 2008 (Inception)
through September 30, 2008, 2008, respectively.
NOTE 7 –
SUBSEQUENT EVENTS
The
Company has evaluated all events that occurred after September 30, 2009, the
balance sheet date, through December 3, 2009, the date when the financial
statements were issued to determine if they must be reported. The
Management of the Company determined that there were no reportable subsequent
events to be disclosed.
F-19
PART
II
INFORMATION
NOT REQUIRED IN THIS PROSPECTUS
Item
13. Other
Expenses of Issuance and Distribution
The
estimated costs of this Offering are as follows:
Expenses
(1)
|
||||
Accounting
Fees and Expenses
|
$
|
5,000.00
|
||
Legal
Fees and Expenses
|
$
|
12,500.00
|
||
SEC
Registration Fee
|
$
|
2,790.00
|
||
Transfer
Agent Fees
|
$
|
1,500.00
|
||
Miscellaneous
Expenses
|
$
|
5,000.00
|
||
TOTAL
|
$
|
26,790.00
|
Notes:
(1) All
amounts are estimates, other than the Security and Exchange Commission's
registration fee.
We are
paying all expenses of the Offering listed above. No portion of these expenses
will be paid by the selling stockholders. The selling stockholders, however,
will pay any other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.
Item
14. Indemnification
of Directors and Officers
Our
officers and directors are indemnified as provided by the Nevada Revised
Statutes (the “NRS”).
Indemnification
Chapter
78 of the NRS, pertaining to private corporations, provides that we are required
to indemnify our officers and directors to the extent that they are successful
in defending any actions or claims brought against them as a result of serving
in that position, including criminal, civil, administrative or investigative
actions and actions brought by or on behalf of FindltAll Inc.
Chapter
78 of the NRS further provides that we are permitted to indemnify our officers
and directors for criminal, civil, administrative or investigative actions
brought against them by third parties and for actions brought by or on behalf of
FindltAll Inc, even if they are unsuccessful in defending that action, if the
officer or director:
(a) is
not found liable for a breach of his or her fiduciary duties as an officer or
director or to have engaged in intentional misconduct, fraud or a knowing
violation of the law; or
(b) acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of FindltAll Inc, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful.
Item
15. Recent
Sales of Unregistered Securities
From May
22, 2008 through June 1, 2009, the Company distributed, issued or sold the
following securities:
(a) On
May 27, 2008, we issued 1,000,000 shares of our common stock to Corie Weisblum,
our sole director and officer as compensation for services rendered, and an
additional 26,500,000 shares were sold to Ms. Weisblum on May 22, 2008 for a
total cash consideration of $7,500.
(b) In
May, 2008, 1,000,000 shares were issued to Robb Knie as compensation pursuant to
a Financial Consulting Agreement with the Company. On July 14, 2008,
the Company sold 26,500,000 shares to Mr. Knie for a total cash consideration of
$7,500.
(c) On
May 28, 2008, 3,000,000 shares were issued to Amy Lau.
(d) On
May 28, 2008, 2,200,000 shares were issued to Joshua Jacobson. Joshua
Jacobson is the adult child of Barbara R. Mittman, attorney for the
Company.
28
(e) On
May 28, 2008, 20,000,000 shares were issued to BigString Corporation, which were
subsequently sold to Wendy O’Connor (5,000,000 shares) and Peter Wright
(10,000,000 shares).
(f) On
May 28, 2008, 13,200,000 shares were issued to Barbara R. Mittman in lieu of
legal fees
.
(g) On
May 28, 2008, 2,200,000 shares were issued to Eliot Jacobson. Eliot
Jacobson is the spouse of Barbara R. Mittman, attorney for the
Company.
(h) On
May 28, 2008, 2,200,000 shares were issued to each of Jeffrey Jacobson and Jamie
Jacobson, children of Eliot Jacobson and Barbara R. Mittman.
These
securities were not registered under the Securities Act, or the securities laws
of any state, and were offered and sold in reliance on the exemption from
registration afforded by Section 4(2) under the Securities Act and corresponding
provisions of state securities laws, which exempt transactions by an issuer not
involving any public offering.
Item
16. Exhibits
and Financial Statement Schedules
Exhibit
Number
|
Description
of Exhibits
|
3.1
*
|
Articles
of Incorporation
|
3.2
*
|
Bylaws
|
5.1
* *
|
Opinion
of Barbara R. Mittman, Esq. regarding the legality of the securities being
registered
|
10.1
*
|
Employment
Agreement between the Company and Corie Weisblum
|
10.2
*
|
Financial
Consulting Agreement between the Company and Robb Knie
|
10.3
**
|
Form
of Investment Certificate
|
23.1
* *
|
Consent
of Li & Associates, Certified Public
Accountants
|
* Filed
Previously.
** Filed
Herewith.
Item
17. Undertakings
The
undersigned Registrant hereby undertakes:
1.
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
|
(a)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
(b)
|
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 Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
the volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
and
|
(c)
|
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 herein, and the
offering of such securities at that time to be the initial bona fide
offering thereof.
|
3.
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
29
(4)
|
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 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 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 of
Regulation C of the Securities
Act;
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
|
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the 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.
[SIGNATURE
PAGE TO FOLLOW]
30
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 New York, State of New
York, on December 4, 2009.
FINDITALL,
INC.
By:
/s/ Corie Weisblum
|
Corie
Weisblum
President,
Treasurer, and Director
(Principal
Executive Officer, Principal Financial Officer, and Principal Accounting
Officer)
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
By:
/s/ Corie Weisblum
|
Corie
Weisblum
President,
Treasurer, and Director
(Principal
Executive Officer, Principal Financial Officer, and Principal Accounting
Officer)
Date:
December 4, 2009
31