Attached files
file | filename |
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EX-3.2 - Borneo Industrial Fishery Corp Inc. | ex3-2.htm |
EX-10.1 - Borneo Industrial Fishery Corp Inc. | ex10-1.htm |
EX-23.1 - Borneo Industrial Fishery Corp Inc. | ex23-1.htm |
EX-3.1 - Borneo Industrial Fishery Corp Inc. | ex3-1.htm |
EX-5.1 - Borneo Industrial Fishery Corp Inc. | ex5-1.htm |
As filed
with the Securities and Exchange Commission on February 5,
2010
Registration
No. ____________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
DIMUS PARTNERS,
INC.
(Name of
registrant in its charter)
Nevada
|
8742
|
27-1179591
|
(State
or jurisdiction
of
incorporation or
organization)
|
(Primary
Standard
Industrial
Classification
Code
Number)
|
(IRS
Employer
Identification
No.)
|
1403 West
Sixth Street
Austin,
Texas 78703
Phone:
(888) 413-4687
(Address
and telephone number of principal executive offices and principal
place
of
business or intended principal place of business)
Incorp.
Services, Inc.
375 N.
Stephanie Street, Suite 1411
Henderson,
Nevada, 89014-8909
(702)
866-2500
(Name,
address and telephone number of agent for service)
Copies
to:
David
M. Loev
|
John
S. Gillies
|
|
The
Loev Law Firm, PC
|
The
Loev Law Firm, PC
|
|
6300
West Loop South, Suite 280
|
&
|
6300
West Loop South, Suite 280
|
Bellaire,
Texas 77401
|
Bellaire,
Texas 77401
|
|
Phone:
(713) 524-4110
|
Phone:
(713) 524-4110
|
|
Fax:
(713) 524-4122
|
Fax:
(713) 456-7908
|
Approximate
date of proposed sale to the public:
as soon
as practicable after the effective date of this Registration
Statement.
If any of
the Securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. þ
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 earlier effective registration
statement for the same offering.
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer
|
Accelerated
filer
|
Non-accelerated
filer
|
Smaller
reporting company þ
|
CALCULATION OF REGISTRATION
FEE
Title
of Each Class of Securities To be Registered
|
Amount
Being
Registered
|
Proposed
Maximum Price Per Share(1)
|
Proposed
Maximum Aggregate Price(1)
|
Amount
of Registration Fee
|
Common
Stock
|
166,649
|
$0.15
|
$25,000
|
$1.79
|
Total
|
166,649
|
$0.15
|
$25,000
|
$1.79
|
(1) The
offering price is the stated, fixed price of $0.15 per share until the
securities are quoted on the OTC Bulletin Board for the purpose of calculating
the registration fee pursuant to Rule 457. This amount is only for purposes of
determining the registration fee, the actual amount received by a selling
shareholder will be based upon fluctuating market prices once the securities are
quoted on the OTC Bulletin Board.
The
Registrant hereby amends its 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.
PROSPECTUS
DIMUS
PARTNERS, INC.
RESALE
OF
166,649
SHARES OF COMMON STOCK
The
selling stockholders listed on page 32 may offer and sell up to 166,649
shares of our common stock under this Prospectus for their own
account.
We
currently lack a public market for our common stock. Selling shareholders will
sell at a price of $0.15 per share until our shares are quoted on the OTC
Bulletin Board and thereafter at prevailing market prices or privately
negotiated prices..
We have
not generated any revenues to date, had negative working capital of $28,043 and
a deficit accumulated during the development stage of $50,560 as of October 31,
2009,and cash on hand of $9,271 as of October 31, 2009, and have budgeted the
need for approximately $500,000 of additional funding during the next 12 months
to continue our business operations and expand our operations as planned, which
funding may not be able to be raised on favorable terms, if at all. We
believe we can continue our operations for approximately the next twelve (12)
months if no additional financing is raised. If we are unable to raise
adequate working capital for fiscal 2010, we will be restricted in the
implementation of our business plan. If this were to happen, the
value of our securities would diminish and we may be forced to change our
business plan for fiscal 2010, which would result in the value of our securities
declining in value and/or becoming worthless. If we raise an adequate
amount of working capital to implement our business plan, we anticipate
incurring net losses until a sufficient client base can be
established.
A current
Prospectus must be in effect at the time of the sale of the shares of common
stock discussed above. The selling stockholders will be responsible for any
commissions or discounts due to brokers or dealers. We will pay all of the other
offering expenses.
Each
selling stockholder or dealer selling the common stock is required to deliver a
current Prospectus upon the sale. In addition, for the purposes of the
Securities Act of 1933, as amended, selling stockholders may be deemed
underwriters.
The
information in this Prospectus is not complete and may be changed. We may not
sell these securities until the Registration Statement filed with the Securities
and Exchange Commission is effective. This Prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
THIS
INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF
YOU CAN AFFORD A COMPLETE LOSS. WE URGE YOU TO READ THE "RISK FACTORS" SECTION
BEGINNING ON PAGE 8, ALONG WITH THE REST OF THIS PROSPECTUS BEFORE YOU MAKE YOUR
INVESTMENT DECISION.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE
OF THIS PROSPECTUS IS _________, 2010
TABLE
OF CONTENTS
Page | |
Prospectus
Summary
|
5 |
Summary
Financial Data
|
7 |
Risk
Factors
|
8 |
Use
of Proceeds
|
15 |
Dividend
Policy
|
15 |
Legal
Proceedings
|
15 |
Directors,
Executive Officers, Promoters and Control Persons
|
15 |
Executive
and Director Compensation
|
17 |
Security
Ownership of Certain Beneficial Owners and Management
|
19 |
Interest
of Named Experts and Counsel
|
19 |
Indemnification
of Directors and Officers
|
20 |
Description
of Business
|
21 |
Description
of Property
|
24 |
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
25 |
Certain
Relationships and Related Transactions
|
29 |
Corporate
Governance
|
29 |
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
30 |
Descriptions
of Capital Stock
|
30 |
Shares
Available for Future Sale
|
31 |
Plan
of Distribution and Selling Stockholders
|
32 |
Market
for Common Equity and Related Stockholder Matters
|
34 |
Additional
Information
|
34 |
Legal
Matters
|
35 |
Financial
Statements
|
F-1
|
Part
II
|
37 |
PART
I - INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
SUMMARY
The
following summary highlights material information found in more detail elsewhere
in the Prospectus. It does not contain all of the information you should
consider. As such, before you decide to buy our common stock, in addition to the
following summary, we urge you to carefully read the entire Prospectus,
especially the risks of investing in our common stock as discussed under "Risk
Factors." In this Prospectus, the terms "we," "us," "our," "Company," “Dimus
Partners” and "Dimus" refer to Dimus Partners, Inc., a Nevada
corporation. "Common Stock" refers to the common stock, par value
$0.001 per share, of Dimus Partners, Inc.
Dimus
Partners, Inc. was incorporated in the state of Nevada on April 18,
2008. The Company’s wholly-owned subsidiary, Dimus Partners, LLC,
(“DPLLC”) was incorporated as a Texas limited liability company on May 24,
2007. On April 29, 2008, the Company entered into an Exchange
Agreement with DPLLC, whereby the then members of DPLLC, Nathan Pettus and James
Patton, our current Directors, exchanged 100% of the outstanding membership
interests of DPLLC for 2,000,000 post Forward Split shares of the common stock
of the Company. Upon completion of the Exchange Agreement, DPLLC
became a wholly-owned subsidiary of the Company.
On or
around October 14, 2008, we affected a two for one (2:1) forward stock split of
our outstanding shares of common stock (the “Forward Split”). The
Forward Split is retroactively reflected throughout this
Prospectus.
Dimus Partners is a strategic, financial and operational consulting company which plans to concentrate on customers typically overlooked by traditional consulting firms. The Company operates under the belief that there is a better, more results-oriented approach to the full service business consulting practices in place today. The Company has developed a methodology for business consulting known as The Dimus Advantage™. All of our ideas and recommendations will focus on the objective of improving the bottom-line profit results of our future customers. Further, our compensation will be contingent upon the improvement of our customer’s current financial position. We have not generated any revenues to date.
We plan
to focus on small to mid-sized companies and believe there are significant
growth opportunities in mid-market companies whose day-to-day operations have
not benefited from dedicated strategic, financial or operational support
systems. We believe that these companies share many of the same problems found
in Fortune 500 corporations, but may lack the human and capital resources needed
to take advantage of the business-improving principles consulting can provide.
Our business is targeted at these small to mid-sized companies that cannot
afford traditional business consulting.
The
following summary is qualified in its entirety by the detailed information
appearing elsewhere in this Prospectus. The securities offered hereby are
speculative and involve a high degree of risk. See "Risk Factors."
-5-
SUMMARY OF THE
OFFERING:
Common
Stock Offered:
|
166,649
shares by selling stockholders
|
Common
Stock Outstanding Before The Offering:
|
4,366,649
shares
|
Common
Stock Outstanding After The Offering:
|
4,366,649
shares
|
Use
Of Proceeds:
|
We
will not receive any proceeds from the shares offered by the selling
stockholders in this offering.
|
Offering
Price:
|
The
offering price of the shares has been arbitrarily determined by us based
on estimates of the price that purchasers of speculative securities, such
as the shares, will be willing to pay considering the nature and capital
structure of our Company, the experience of our officers and Directors and
the market conditions for the sale of equity securities in similar
companies. The offering price of the shares bears no relationship to the
assets, earnings or book value of us, or any other objective standard of
value. We believe that no shares will be sold by the selling shareholders
prior to us becoming a publicly-traded company, at which time the selling
shareholders will sell shares based on the market price of such shares. We
are not selling any shares of our common stock, and are only registering
the re-sale of shares of common stock previously sold by
us.
|
No
Market:
|
There
is currently no market for our securities and no market for our securities
may exist in the future, or at all. If in the future a market does exist
for our securities, it is likely to be highly illiquid and
sporadic.
|
Need
for Additional Financing:
|
We
have generated limited revenues to date and anticipate the need for
approximately $500,000 of additional funding during the next 12 months to
continue our business operations and expand our operations as planned, and
such funding may not be able to be raised on favorable terms, if at
all. We believe we can continue our operations for approximately the
next twelve (12) months if no additional financing is
raised. If we are unable to raise the additional funding, the
value of our securities, if any, would likely become worthless and we may
be forced to abandon our business plan. Even assuming we raise
the additional capital we require to continue our business operations, we
will require substantial fees and expenses associated with this offering,
and we anticipate incurring net losses for the foreseeable
future.
|
Address:
|
1403
West Sixth Street
|
Austin,
Texas 78703
|
|
Telephone
Number:
|
(888)
413-4687
|
-6-
SUMMARY
FINANCIAL DATA
You
should read the summary financial information presented below as of October 31,
2009 and April 30, 2009, for the six months ended October 31, 2009 and 2008, and
for the period from May 24, 2007 through October 31, 2009. We derived the
summary financial information from our consolidated unaudited financial
statements for the six month period ended October 31, 2009, and from our
consolidated audited financial statements for the years ended April 30, 2009 and
2008, appearing elsewhere in this Prospectus. You should read this summary
financial information in conjunction with our plan of operation, financial
statements and related notes to the financial statements, each appearing
elsewhere in this Prospectus.
SUMMARY
CONSOLIDATED BALANCE SHEET INFORMATION
October
31,
|
April
30,
|
|||||||
2009
|
2009
|
|||||||
ASSETS
|
(Unaudited)
|
|||||||
Current
assets
|
||||||||
Cash
|
$ | 9,271 | $ | 13,819 | ||||
Total
current assets
|
9,271 | 13,819 | ||||||
Property
and equipment, net of depreciation of $3,048
|
3,583 | 4,689 | ||||||
Total
assets
|
$ | 12,854 | $ | 18,508 | ||||
LIABILITIES
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$ | 3,810 | $ | 16,588 | ||||
Advances
from related parties
|
33,504 | 33,374 | ||||||
Total
current liabilities
|
37,314 | 49,962 | ||||||
Total
liabilities
|
37,314 | 49,962 |
SUMMARY
CONSOLIDATED STATEMENT OF OPERATIONS INFORMATION
Inception
|
||||||||||||
Six
Months Ended
|
Through
|
|||||||||||
October
31,
|
October
31
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
Operating
expenses
|
||||||||||||
General
and administrative
|
$ | 4,250 | $ | 15,782 | $ | 50,405 | ||||||
Loss
from Operations
|
(4,250 | ) | (15,782 | ) | (50,405 | ) | ||||||
Interest
expense
|
(6 | ) | (78 | ) | (155 | ) | ||||||
Net
loss
|
$ | (4,256 | ) | $ | (15,860 | ) | $ | (50,560 | ) | |||
-7-
RISK
FACTORS
The
securities offered herein are highly speculative and should only be purchased by
persons who can afford to lose their entire investment in us. You should
carefully consider the following risk factors and other information in this
Prospectus before deciding to become a holder of our common stock. If any of the
following risks actually occur, our business and financial results could be
negatively affected to a significant extent.
The
Company's business is subject to the following Risk Factors (references to
"our," "we," "Dimus" and words of similar meaning in these Risk Factors refer to
the Company):
General
WE HAVE FUTURE CAPITAL NEEDS
AND WITHOUT ADEQUATE CAPITAL WE MAY BE FORCED TO CEASE OR CURTAIL OUR BUSINESS
OPERATIONS.
Our
growth and continued operations could be impaired by limitations on our access
to capital markets. The limited capital we have raised and the
additional capital available to us from our principals, if any, may be
inadequate for our long-term growth. If financing is available, it
may involve issuing securities senior to our common stock. In
addition, in the event we do not raise additional capital from conventional
sources, such as our existing investors or commercial banks, there is every
likelihood that our growth will be restricted and we may be forced to scale back
or curtail implementing our business plan.
Even if
we are successful in raising capital in the future, we will likely need to raise
additional capital to continue and/or expand our operations. If we do
not raise the additional capital, the value of any investment in our Company may
become worthless. In the event we do not raise additional capital from
conventional sources, it is likely that we may need to scale back or curtail
implementing our business plan. As of the date of this Prospectus we
have only limited operations and have not generated any revenues since the
Company’s inception on May 24, 2007.
WE HAVE NOT GENERATED ANY
REVENUES SINCE OUR INCEPTION IN MAY 2007
Since our
inception in May 2007, we have yet to generate any revenues, and currently have
only limited operations, as we are presently in the planning stage of our
business development. We may not be able to generate any revenues in
the future and/or we may not be able to gain clients in the future to build our
business to the level of revenue generation.
SHAREHOLDERS WHO HOLD
UNREGISTERED SHARES OF OUR COMMON STOCK ARE SUBJECT TO RESALE RESTRICTIONS
PURSUANT TO RULE 144, DUE TO OUR STATUS AS A “SHELL
COMPANY.”
Pursuant
to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell
company” is defined as a company that has no or nominal operations; and, either
no or nominal assets; assets consisting solely of cash and cash equivalents; or
assets consisting of any amount of cash and cash equivalents and nominal other
assets. As such, we are a “shell company” pursuant to Rule 144, and
as such, sales of our securities pursuant to Rule 144 are not able to be made
until 1) we have ceased to be a “shell company; 2) we are subject to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all
of our required periodic reports for at least the previous one year period prior
to any sale pursuant to Rule 144; and a period of at least twelve months has
elapsed from the date “Form 10 information” has been filed with the Commission
reflecting the Company’s status as a non-“shell company.” Because
none of our non-registered securities can be sold pursuant to Rule 144, until at
least a year after we cease to be a “shell company”, any non-registered
securities we sell in the future or issue to consultants or employees, in
consideration for services rendered or for any other purpose will have no
liquidity until and unless such securities are registered with the Commission
and/or until a year after we cease to be a “shell company” and have complied
with the other requirements of Rule 144, as described above. As a
result, it may be harder for us to fund our operations and pay our consultants
with our securities instead of cash. Furthermore, it will be harder
or us to raise funding through the sale of debt or equity securities unless we
agree to register such securities with the Commission, which could cause us to
expend additional resources in the future. Our status as a “shell
company” could prevent us from raising additional funds, engaging consultants,
and using our securities to pay for any acquisitions (although none are
currently planned), which could cause the value of our securities, if any, to
decline in value or become worthless.
-8-
OUR AUDITOR HAS RAISED
SUBSTANTIAL DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING
CONCERN.
We have
generated no revenues since our inception, had a working capital deficit of
$28,043 and a deficit accumulated during the development stage of $50,560 as of
October 31, 2009, had a net loss of $4,256 for the six months ended October 31,
2009 and a net loss of $27,498 for the year ended April 30,
2009. These factors among others indicate that we may be unable to
continue as a going concern, particularly in the event that we cannot obtain
additional financing and/or attain profitable operations. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty and if we cannot continue as a going
concern, your investment could become devalued or even worthless.
THE SUCCESS OF THE COMPANY
DEPENDS HEAVILY ON JAMES PATTON AND NATHAN PETTUS AND THEIR INDUSTRY
CONTACTS.
The success of the Company will depend on the abilities of James Patton, President, Chief Executive Officer and Director, and Nathan Pettus, Director and employee, to generate business from their existing contacts and relationships within the Austin and San Antonio, Texas business industry. The loss of Mr. Patton or Mr. Pettus will have a material adverse effect on the business, results of operations (if any) and financial condition of the Company. In addition, the loss of Mr. Patton or Mr. Pettus may force the Company to seek a replacement who may have less experience, fewer contacts, or less understanding of the business. Further, we may be unable to find a suitable replacement for either Mr. Patton or Mr. Pettus, which could force the Company to curtail its operations and/or cause any investment in the Company to become worthless. The Company does not have an employment agreement with Mr. Patton or Mr. Pettus.
OUR OFFICERS AND DIRECTORS
EXERCISE MAJORITY VOTING CONTROL OVER THE COMPANY AND THEREFORE EXERCISE CONTROL
OVER CORPORATE DECISIONS INCLUDING THE APPOINTMENT OF NEW
DIRECTORS.
James
Patton, our President, Chief Executive Officer and Director, can vote an
aggregate of 1,000,000 shares, currently equal to 22.9% of our outstanding
common stock; Nathan Pettus, our Director can vote an aggregate of 1,000,000
shares, currently equal to 22.9% of our outstanding common stock; and James
Pacey, a consultant, can vote an aggregate of 2,000,000 shares, currently equal
to 45.8% of our outstanding common stock. As a result, Mr. Patton,
Mr. Pettus and Mr. Pacey, our “affiliates” can vote 91.6% of our outstanding
shares of common stock and will therefore exercise control in determining the
outcome of all corporate transactions or other matters, including the election
of Directors, mergers, consolidations, the sale of all or substantially all of
our assets, and also the power to prevent or cause a change in control. Any
investor who purchases shares will be a minority shareholder and as such will
have little to no say in the direction of the Company and the election of
Directors. Additionally, it will be difficult if not impossible for investors to
remove Mr. Patton or Mr. Pettus as Directors of the Company, which will mean
they will remain in control of who serves as officers of the Company as well as
whether any changes are made in the Board of Directors. As a potential investor
in the Company, you should keep in mind that even if you own shares of the
Company's common stock and wish to vote them at annual or special shareholder
meetings, your shares will likely have little effect on the outcome of corporate
decisions.
OUR OFFICERS AND DIRECTORS
HAVE OTHER EMPLOYMENT OUTSIDE OF THE COMPANY, AND AS SUCH, MAY NOT BE ABLE TO
DEVOTE SUFFICIENT TIME TO OUR OPERATIONS.
James
Patton, our President, Chief Executive Officer and Director, and Nathan Pettus,
our Director and employee, are currently two of our only three employees.
Further, Mr. Patton and Mr. Pettus each currently have employment outside of the
Company. As such, Mr. Patton only spends approximately 15 hours per
week on Company matters and Mr. Pettus only spends approximately 10 hours per
week on Company matters; and as such, they may not be able to devote a
sufficient amount of time to our operations. This may be exacerbated
by the fact that Mr. Patton is currently our only officer. If Mr.
Patton and Mr. Pettus are not able to spend a sufficient amount of their
available time on our operations, we may never gain any clients, may not ever
generate any revenue and/or any investment in the Company could become
worthless.
-9-
OUR LIMITED OPERATING
HISTORY MAKES IT DIFFICULT TO FORECAST OUR FUTURE RESULTS, MAKING ANY INVESTMENT
IN US HIGHLY SPECULATIVE.
We have a
limited operating history, and our historical financial and operating
information is of limited value in predicting our future operating
results. We may not accurately forecast customer behavior and
recognize or respond to emerging trends, changing preferences or competitive
factors facing us, and, therefore, we may fail to make accurate financial
forecasts. Our current and future expense levels are based largely on
our investment plans and estimates of future revenue. As a result, we
may be unable to adjust our spending in a timely manner to compensate for any
unexpected revenue shortfall, which could then force us to curtail or cease our
business operations.
OUR INDUSTRY IS HIGHLY
COMPETITIVE.
The
business consulting industry is highly competitive and fragmented. The Company
expects competition to intensify in the future. The Company competes with
numerous national, regional and local business consulting firms, many of which
have substantially greater financial, managerial and other resources than those
presently available to the Company. Numerous well-established companies are
focusing significant resources on providing business consulting services that
currently compete and will compete with the Company's services in the
future. Although we believe that there is a need for a “niche”
business, such as ours that can provide logistical expertise at a reduced cost
to smaller businesses who are overlooked by larger consulting firms, the Company
may not be able to effectively compete with other consulting firms or compete
with competitive pressures, including possible downward pressure on the prices
we charge for our products and services. In the event that the Company cannot
effectively compete on a continuing basis or competitive pressures arise, such
inability to compete or competitive pressures will have a material adverse
effect on the Company’s business, results of operations and financial
condition.
OUR GROWTH WILL PLACE
SIGNIFICANT STRAINS ON OUR RESOURCES.
The
Company is currently in the planning stage, with only limited operations, and is
currently seeking out potential clients and sources of revenue, and has not
generated any revenues since inception on May 24, 2007. The Company's growth, if
any, is expected to place a significant strain on the Company's managerial,
operational and financial resources as James Patton is our only officer and he
and Nathan Pettus are our only employees; and the Company will likely continue
to have limited employees in the future. Furthermore, assuming the Company
receives contracts, it will be required to manage multiple relationships with
various customers and other third parties. These requirements will be
exacerbated in the event of further growth of the Company or in the number of
its contracts. The Company's systems, procedures or controls may not be adequate
to support the Company's operations or that the Company may be unable to achieve
the rapid execution necessary to successfully offer its services and implement
its business plan. The Company's future operating results, if any, will also
depend on its ability to add additional personnel commensurate with the growth
of its business, if any. If the Company is unable to manage growth effectively,
the Company's business, results of operations and financial condition will be
adversely affected.
-10-
A
SIGNIFICANT OR PROLONGED ECONOMIC DOWNTURN COULD HAVE A MATERIAL ADVERSE EFFECT
ON OUR RESULTS OF OPERATIONS.
Our
results of operations will be affected by the level of business activity of our
future clients, if any, which in turn will be affected by the level of economic
activity in the customer segments, industries and markets that they serve. A
decline in the level of business activity of our future clients could have a
material adverse effect on our revenue and profit margin. Future economic
conditions could cause future clients to reduce or defer their expenditures for
consulting services. We plan to implement cost-saving initiatives to manage our
expenses; however, future cost-management initiatives may not be sufficient to
maintain our margins, if any, if the economic environment should weaken for a
prolonged period.
AN REDUCTION IN SPENDING DUE
TO THE ECONOMIC DOWNTURN COULD RESULT IN A DECREASE IN DEMAND FOR OUR
SERVICES.
If
federal, state or local government or private enterprise spending on
mission-critical related capital expenditures decreases, the demand for services
like those provided by us would likely decline. This decrease could reduce our
opportunity for growth, increase our marketing and sales costs, and reduce the
prices we can charge for services, which could reduce our revenue and operating
results, if any.
FAILURE
TO MEET FUTURE CLIENT EXPECTATIONS COULD RESULT IN LOSSES AND NEGATIVE
PUBLICITY.
A failure
or inability by us to meet a future client’s expectations could damage our
reputation and adversely affect our ability to attract new business and result
in delayed or lost revenue. Our client engagements will involve the creation and
implementation of business strategies and other processes that can be critical
to our future clients’ businesses. We may be sued or unable to collect accounts
receivable if a future client is not satisfied with our service.
Our
future client contracts may not protect us from liability for damages in the
event that we are sued. In addition, we do not maintain liability insurance and
may not maintain liability insurance coverage in the future. The successful
assertion of any large claim or group of claims against us or our failure to
collect a large account receivables could result in a material adverse effect on
our business.
OUR ARTICLES OF
INCORPORATION AND BYLAWS LIMIT THE LIABILITY OF, AND PROVIDE INDEMNIFICATION
FOR, OUR OFFICERS AND DIRECTORS.
Our
Articles of Incorporation and Bylaws, as amended, generally limit our officers'
and Directors' personal liability to the Company and its stockholders for breach
of fiduciary duty as an officer or Director except for breach of the duty of
loyalty or acts or omissions not made in good faith or which involve intentional
misconduct or a knowing violation of law. Our Articles of Incorporation, and
Bylaws, as amended and restated, provide indemnification for our officers and
Directors to the fullest extent authorized by the Nevada General Corporation Law
against all expense, liability, and loss, including attorney's fees, judgments,
fines excise taxes or penalties and amounts to be paid in settlement reasonably
incurred or suffered by an officer or Director in connection with any action,
suit or proceeding, whether civil or criminal, administrative or investigative
(hereinafter a "Proceeding") to which the officer or Director is made a party or
is threatened to be made a party, or in which the officer or Director is
involved by reason of the fact that he is or was an officer or Director of the
Company, or is or was serving at the request of the Company as an officer or
director of another corporation or of a partnership, joint venture, trust or
other enterprise whether the basis of the Proceeding is an alleged action in an
official capacity as an officer or Director, or in any other capacity while
serving as an officer or Director. Thus, the Company may be prevented from
recovering damages for certain alleged errors or omissions by the officers and
Directors for liabilities incurred in connection with their good faith acts for
the Company. Such an indemnification payment might deplete the
Company's assets. Stockholders who have questions regarding the fiduciary
obligations of the officers and Directors of the Company should consult with
independent legal counsel. It is the position of the Securities and Exchange
Commission that exculpation from and indemnification for liabilities arising
under the Securities Act of 1933, as amended, and the rules and regulations
thereunder is against public policy and therefore unenforceable.
IF THE REGISTRATION
STATEMENT, OF WHICH THIS PROSPECTUS IS A PART BECOMES EFFECTIVE, WE WILL BECOME
A PUBLIC REPORTING COMPANY, AND WILL INCUR SIGNIFICANT INCREASED COSTS IN
CONNECTION WITH COMPLIANCE WITH SECTION 404 OF THE SARBANES OXLEY ACT, AND OUR
MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW COMPLIANCE
INITIATIVES.
If the
Registration Statement, of which this Prospectus is a part, becomes effective,
we will become subject to among other things, the periodic reporting
requirements of Section 15(d) of the Securities Exchange Act of 1934, as
amended, and will incur significant legal, accounting and other expenses in
connection with such requirements. The Sarbanes-Oxley Act of 2002
(the "Sarbanes-Oxley Act") and new rules subsequently implemented by the SEC
have imposed various new requirements on public companies, including requiring
changes in corporate governance practices. As such, our management and other
personnel will need to devote a substantial amount of time to these new
compliance initiatives. Moreover, these rules and regulations will increase our
legal and financial compliance costs and will make some activities more
time-consuming and costly. In addition, the Sarbanes-Oxley Act requires, among
other things, that we maintain effective internal controls for financial
reporting and disclosure of controls and procedures. Our compliance with Section
404 will require that we incur substantial accounting expense and expend
significant management efforts. We currently do not have an internal audit
group, and we will need to hire additional accounting and financial staff with
appropriate public company experience and technical accounting knowledge.
Moreover, if we are not able to comply with the requirements of Section 404 in a
timely manner, or if we or our independent registered public accounting firm
identifies deficiencies in our internal controls over financial reporting that
are deemed to be material weaknesses, the market price of our stock could
decline, and we could be subject to sanctions or investigations by the SEC or
other regulatory authorities, which would require additional financial and
management resources.
-11-
WE HAVE NEVER ISSUED CASH
DIVIDENDS IN CONNECTION WITH OUR COMMON STOCK AND HAVE NO PLANS TO ISSUE
DIVIDENDS IN THE FUTURE.
We have
paid no cash dividends on our common stock to date and it is not anticipated
that any cash dividends will be paid to holders of our common stock in the
foreseeable future. While our dividend policy will be based on the
operating results and capital needs of our business, it is anticipated that any
earnings will be retained to finance our future expansion.
INVESTORS MAY FACE
SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO FEDERAL
REGULATIONS OF PENNY STOCKS.
Our
common stock will be subject to the requirements of Rule 15(g)9, promulgated
under the Securities Exchange Act as long as the price of our common stock is
below $5.00 per share. Under such rule, broker-dealers who recommend low-priced
securities to persons other than established customers and accredited investors
must satisfy special sales practice requirements, including a requirement that
they make an individualized written suitability determination for the purchaser
and receive the purchaser's consent prior to the transaction. The Securities
Enforcement Remedies and Penny Stock Reform Act of 1990, also requires
additional disclosure in connection with any trades involving a stock defined as
a penny stock. Generally, the Commission defines a penny stock as any equity
security not traded on an exchange or quoted on NASDAQ that has a market price
of less than $5.00 per share. The required penny stock disclosures include the
delivery, prior to any transaction, of a disclosure schedule explaining the
penny stock market and the risks associated with it. Such requirements could
severely limit the market liquidity of the securities and the ability of
purchasers to sell their securities in the secondary market.
In
addition, various state securities laws impose restrictions on transferring
"penny stocks" and as a result, investors in the common stock may have their
ability to sell their shares of the common stock impaired.
SHAREHOLDERS MAY BE DILUTED
SIGNIFICANTLY THROUGH OUR EFFORTS TO OBTAIN FINANCING AND SATISFY OBLIGATIONS
THROUGH THE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON
STOCK.
We have
no committed source of financing. Wherever possible, our Board of Directors will
attempt to use non-cash consideration to satisfy obligations. In many instances,
we believe that the non-cash consideration will consist of restricted shares of
our common stock. Our Board of Directors has authority, without action or vote
of the shareholders, to issue all or part of the authorized but unissued shares
of common stock. In addition, if a trading market develops for our common stock,
we may attempt to raise capital by selling shares of our common stock, possibly
at a discount to market. These actions will result in dilution of the ownership
interests of existing shareholders, may further dilute common stock book value,
and that dilution may be material. Such issuances may also serve to enhance
existing management’s ability to maintain control of the Company because the
shares may be issued to parties or entities committed to supporting existing
management.
STATE SECURITIES LAWS MAY
LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES IN WHICH AND CONDITIONS
UNDER WHICH YOU CAN SELL SHARES.
Secondary
trading in our common stock may not be possible in any state until the common
stock is qualified for sale under the applicable securities laws of the state or
there is confirmation that an exemption, such as listing in certain recognized
securities manuals, is available for secondary trading in the state. If we fail
to register or qualify, or to obtain or verify an exemption for the secondary
trading of, the common stock in any particular state, the common stock cannot be
offered or sold to, or purchased by, a resident of that state. In the event that
a significant number of states refuse to permit secondary trading in our common
stock, the liquidity for the common stock could be significantly
impacted.
-12-
BECAUSE WE ARE NOT SUBJECT
TO COMPLIANCE WITH RULES REQUIRING THE ADOPTION OF CERTAIN CORPORATE GOVERNANCE
MEASURES, OUR STOCKHOLDERS HAVE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR
TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.
The
Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the
SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a
result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities that are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than legally
required, we have not yet adopted these measures.
Because
our Directors are not independent directors, we do not currently have
independent audit or compensation committees. As a result, our Directors have
the ability to, among other things, determine their own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest, if any, and similar matters and
any potential investors may be reluctant to provide us with funds necessary to
expand our operations.
We intend
to comply with all corporate governance measures relating to director
independence as and when required. However, we may find it very difficult or be
unable to attract and retain qualified officers, Directors and members of board
committees required to provide for our effective management as a result of the
Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has
resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of Directors and executive officers. The
perceived increased personal risk associated with these recent changes may make
it more costly or deter qualified individuals from accepting these
roles.
WE DO NOT CURRENTLY HAVE A
PUBLIC MARKET FOR OUR SECURITIES. IF THERE IS A MARKET FOR OUR SECURITIES IN THE
FUTURE, SUCH MARKET MAY BE VOLATILE AND ILLIQUID.
There is
currently no public market for our common stock. In the future, we hope to quote
our securities on the Over-The-Counter Bulletin Board (“OTCBB”). However, there
may not be a public market for our common stock in the future. If there is a
market for our common stock in the future, we anticipate that such market would
be illiquid and would be subject to wide fluctuations in response to several
factors, including, but not limited to:
(1)
|
actual
or anticipated variations in our results of operations;
|
|
(2)
|
our
ability or inability to generate new revenues;
|
|
(3)
|
the
number of shares in our public float;
|
|
(4)
|
increased
competition; and
|
|
(5)
|
conditions
and trends in the market for business consulting
services.
|
Furthermore,
if our common stock becomes quoted on the OTCBB in the future, our stock price
may be impacted by factors that are unrelated or disproportionate to our
operating performance. These market fluctuations, as well as general economic,
political and market conditions, such as recessions, interest rates or
international currency fluctuations may adversely affect the market price of our
common stock. Additionally, moving forward we anticipate having a
limited number of shares in our public float, and as a result, there could be
extreme fluctuations in the price of our common stock
-13-
NEVADA LAW AND OUR ARTICLES
OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF STOCK, WHICH SHARES MAY CAUSE
SUBSTANTIAL DILUTION TO OUR EXISTING SHAREHOLDERS.
We have
authorized capital stock consisting of 100,000,000 shares of common stock,
$0.001 par value per share and 10,000,000 shares of preferred stock, $0.001 par
value per share. As of the date of this Prospectus, we have 4,366,649 shares of
common stock issued and outstanding and – 0 – shares of Preferred Stock issued
and outstanding. As a result, our Board of Directors has the ability
to issue a large number of additional shares of common stock without shareholder
approval, which if issued could cause substantial dilution to our then
shareholders. Additionally, shares of Preferred Stock may be issued
by our Board of Directors without shareholder approval with voting powers, and
such preferences and relative, participating, optional or other special rights
and powers as determined by our Board of Directors, which may be greater than
the shares of common stock currently outstanding. As a result, shares
of Preferred Stock may be issued by our Board of Directors which cause the
holders to have super majority voting power over our shares, provide the holders
of the Preferred Stock the right to convert the shares of Preferred Stock they
hold into shares of our common stock, which may cause substantial dilution to
our then common stock shareholders and/or have other rights and preferences
greater than those of our common stock shareholders. Investors should keep in
mind that the Board of Directors has the authority to issue additional shares of
common stock and Preferred Stock, which could cause substantial dilution to our
existing shareholders. Additionally, the dilutive effect of any
Preferred Stock, which we may issue may be exacerbated given the fact that such
Preferred Stock may have super majority voting rights and/or other rights or
preferences which could provide the preferred shareholders with voting control
over us subsequent to this offering and/or give those holders the power to
prevent or cause a change in control. As a result, the issuance of
shares of common stock and/or Preferred Stock may cause the value of our
securities to decrease and/or become worthless.
IF OUR COMMON STOCK IS NOT APPROVED FOR QUOTATION ON THE OVER-THE-COUNTER BULLETIN BOARD, OUR COMMON STOCK MAY NOT BE PUBLICLY-TRADED, WHICH COULD MAKE IT DIFFICULT TO SELL SHARES OF OUR COMMON STOCK AND/OR CAUSE THE VALUE OF OUR COMMON STOCK TO DECLINE IN VALUE.
In order
to have our common stock quoted on the OTCBB, which is our current plan, we will
need to first have this Registration Statement declared effective; then engage a
market maker, who will file a Form 15c2-11 with the Financial Industry
Regulatory Authority ("FINRA"); and clear FINRA comments to obtain a trading
symbol on the OTCBB. Assuming we clear SEC comments and assuming we clear FINRA
comments, we anticipate receiving a trading symbol and having our shares of
common stock quoted on the OTCBB in approximately one (1) to two (2) months
after the effectiveness of this Registration Statement. In the event we are
unable to have this Registration Statement declared effective by the SEC or our
Form 15c2-11 is not approved by the FINRA, we plan to file a 15c2-11 to quote
our shares of common stock on the Pink Sheets. If we are not cleared to have our
securities quoted on the OTCBB and/or in the event we fail to obtain
effectiveness of this Registration Statement, and are not cleared for trading on
the Pink Sheets, there will be no public market for our common stock and it
could be difficult for our then shareholders to sell shares of common stock
which they own. As a result, the value of our common stock will likely be less
than it would otherwise due to the difficulty shareholders will have in selling
their shares. If we are unable to obtain clearance to quote our securities on
the OTCBB and/or the Pink Sheets, it will be difficult for us to raise capital
and we could be forced to curtail or abandon our business operations, and as a
result, the value of our common stock could become worthless.
-14-
USE
OF PROCEEDS
We will
not receive any proceeds from the resale of already issued and outstanding
shares of common stock by the Selling Stockholders which are offered in this
Prospectus.
DIVIDEND
POLICY
To date,
we have not declared or paid any dividends on our outstanding shares. We
currently do not anticipate paying any cash dividends in the foreseeable future
on our common stock. Although we intend to retain our earnings to finance our
operations and future growth, our Board of Directors will have discretion to
declare and pay dividends in the future. Payment of dividends in the future will
depend upon our earnings, capital requirements and other factors, which our
Board of Directors may deem relevant.
LEGAL
PROCEEDINGS
From time
to time, we may become party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
currently involved in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.
DIRECTORS,
EXECUTIVE OFFICERS,
PROMOTERS
AND CONTROL PERSONS
The
following table sets forth the name, age and position of our Directors and
executive officers. There are no other persons who can be classified as a
promoter or controlling person of us. Our executive officers and Directors
currently serving are as follows:
NAME
|
AGE
|
POSITION
|
James
Patton
|
40
|
Chief
Executive Officer, Chief Financial Officer, President, Secretary,
Treasurer, and Director
|
Nathan
Pettus
|
39
|
Director
|
Set forth
below is a brief description of the background and business experience of our
executive officers and Director.
James
Patton
James
Patton has been the Chief Executive Officer, Chief Financial Officer, President,
Secretary, Treasurer and Director of the Company since its inception in April
2008 and the Managing Partner of our wholly-owned subsidiary and predecessor,
Dimus Partners, LLC since May 2007. In addition to his employment
with the Company, Mr. Patton is currently the Chief Operating Officer of The
Boon Group, Inc. (the “Boon Group”), where he worked in various managerial and
sales positions since February 1999. Mr. Patton’s current
responsibilities at the Boon Group include managing and providing assistance and
support to the sales personnel at six regional sales offices. Prior
to this, Mr. Patton served as President at Goldfinger Cleaners from February
1996 to November 1998. Additionally, from April 1992 to January 1996,
he was a professional football player with the Buffalo Bills.
-15-
Mr.
Patton earned his Bachelors degree in Business Administration from the
University of Texas at Austin in 2001. He also has a Masters of Business of
Administration (MBA) from the McCombs School of Business at the University of
Texas at Austin which he received in 2007.
Nathan
Pettus
Mr.
Pettus has been a Director and employee of the Company since its inception in
April 2008. In addition to his employment with the Company, Mr.
Pettus currently works in the Global Sales division of Emerson Electric Co.
(“Emerson”), which position he has held since August 2007. Mr. Pettus
has worked for Emerson since August 1998 in various capacities including
Technology Manager and Software Developer. Mr. Pettus was also a
senior consultant for Trilogy, Inc. from October 2000 through July
2001. From August 1995 to August 1998, Mr. Pettus worked as a Control
Engineer at Honeywell, Inc. and participated in the company’s Future Leaders
Professional Excellence Program entailing assignments in the product
development, research and development and marketing
departments. Prior to this, he served as a Graduate Research
Assistant for the University of Texas at Austin from August 1993 to August
1998.
Mr.
Pettus has a Bachelors degree in Mechanical Engineering from Tennessee
Technological University where he graduated summa cum laude in
1993. He received a Masters degree in engineering from the University
of Texas at Austin in 1995, and a Masters in Business Administration (MBA) from
the University of Texas’ McCombs School of Business in 2005.
Our
Directors and any additional Directors we may appoint in the future are elected
annually and will hold office until our next annual meeting of the shareholders
and until their successors are elected and qualified. Officers will hold their
positions at the pleasure of the Board of Directors, absent any employment
agreement. Our officers and Directors may receive compensation as determined by
us from time to time by vote of the Board of Directors. Such compensation might
be in the form of stock options. Directors may be reimbursed by the Company for
expenses incurred in attending meetings of the Board of Directors. Vacancies in
the Board are filled by majority vote of the remaining Directors.
Involvement In Certain Legal
Proceedings
There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any Director or executive officer, of the Company
during the past five years.
Independence of
Directors
We are
not required to have independent members of our Board of Directors, and do not
anticipate having independent Directors until such time as we are required to do
so.
Audit Committee and
Financial Expert
The
Company is not required to have an audit committee and as such, does not have
one.
Code of
Ethics
We have
not adopted a formal Code of Ethics. The Board of Directors evaluated the
business of the Company and the number of employees and determined that since
the business is operated by only two persons James Patton and Nathan
Pettus, general rules of fiduciary duty and federal and state criminal, business
conduct and securities laws are adequate ethical guidelines. In
the event our operations, employees and/or Directors expand in the future, we
may take actions to adopt a formal Code of Ethics.
-16-
EXECUTIVE AND DIRECTOR
COMPENSATION
Summary
Compensation Table:
Name
and principal position
(a)
|
Year
ended April 30
(b)
|
Salary
($)
(c)
|
Bonus
($)
(d)
|
Stock
Awards ($)
(e)
|
Option
Awards ($)
(f)
|
Non-Equity
Incentive Plan Compensation ($)
(g)
|
Nonqualified
Deferred Compensation Earnings ($)
(h)
|
All
Other Compensation ($)
(i)
|
Total
($)
(j)
|
||||||||||||||||||||||||
James
Patton
CEO,
President, Secretary, Treasurer and Director
|
2009
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
|||||||||||||||||||||||
2008
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
||||||||||||||||||||||||
Nathan
Pettus
Director
|
2009
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
|||||||||||||||||||||||
2008
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
The table
above does not include perquisites and other personal benefits in amounts less
than 10% of the total annual salary and other compensation.
Neither
Mr. Patton nor Mr. Pettus receives or accrues a salary from us. It is
anticipated that they will not receive salaries until we obtain sufficient
revenues, if ever, to support our operations.
Summary
of Compensation
Dimus
Partners, Inc. was incorporated on April 18, 2008 and has paid no compensation
to any executives to date. Dimus Partners, LLC, the Company’s
wholly-owned subsidiary, which was incorporated on May 24, 2007, has also paid
no compensation to any executives to date. There have been no changes
in the Company’s compensation policies since the end of the last fiscal year,
April 30, 2009.
Stock Option
Grants
We have
not granted any stock options to our executive officers since our
incorporation.
Employment
Agreements
We do not
have an employment or consultant agreement with James Patton, our Chief
Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and
Director, or with Nathan Pettus, our Director.
Compensation
Discussion and Analysis
Director
Compensation
Our Board
of Directors does not currently receive any consideration for their services as
members of the Board of Directors. The Board of Directors reserves
the right in the future to award the members of the Board of Directors cash or
stock based consideration for their services to the Company, which awards, if
granted shall be in the sole determination of the Board of
Directors.
-17-
Executive
Compensation Philosophy
Our Board
of Directors determines the compensation given to our executive officers in
their sole determination. As our executive officers currently draw no
compensation from us, we do not currently have any executive compensation
program in place. Our Board of Directors also reserves the right to
pay our executives a salary, and/or issue them shares of common stock issued in
consideration for services rendered and/or to award incentive bonuses which are
linked to our performance, as well as to the individual executive officer’s
performance. This package may also include long-term stock based
compensation to certain executives which is intended to align the performance of
our executives with our long-term business strategies. Additionally,
while our Board of Directors has not granted any performance base stock options
to date, the Board of Directors reserves the right to grant such options in the
future, if the Board in its sole determination believes such grants would be in
the best interests of the Company.
Incentive
Bonus
The Board
of Directors may grant incentive bonuses to our executive officers in its sole
discretion, if the Board of Directors believes such bonuses are in the Company’s
best interest, after analyzing our current business objectives and growth, if
any, and the amount of revenue we are able to generate each month, which revenue
is a direct result of the actions and ability of such executives.
Long-term,
Stock Based Compensation
In order
to attract, retain and motivate executive talent necessary to support the
Company’s long-term business strategy we may award certain executives with
long-term, stock-based compensation in the future, in the sole discretion of our
Board of Directors, which we do not currently have any immediate plans to
award.
-18-
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
AND MANAGEMENT
The
following table presents certain information regarding the beneficial ownership
of all shares of common stock as of January 26, 2010 by (i) each
person who owns beneficially more than five percent (5%) of the outstanding
shares of common stock based on 4,366,649 shares outstanding as of January 26,
2010, (ii) each of our Directors, (iii) each named executive officer and (iv)
all Directors and officers as a group. Except as otherwise indicated, all shares
are owned directly.
Name
and Address of Beneficial Owner
|
Shares
Beneficially Owned
|
Percentage
Beneficially Owned
|
James
Patton
CEO,
CFO, President, Secretary, Treasurer, and Director
1403
West Sixth Street
Austin,
Texas 78703
|
1,000,000
|
22.9%
|
Nathan
Pettus
Director
1403
West Sixth Street
Austin,
Texas 78703
|
1,000,000
|
22.9%
|
James
Pacey
7610
Tisdale Drive
Austin,
Texas 78757
|
2,000,000
|
45.8%
|
All
Officers and Directors as a Group (2 individuals)
|
2,000,000
|
45.8%
|
The
number of shares of common stock owned are those "beneficially owned" as
determined in accordance with Rule 13d-3 of the Exchange Act of 1934, as
amended, including any shares of common stock as to which a person has sole or
shared voting or investment power and any shares of common stock which the
person has the right to acquire within sixty (60) days through the exercise of
any option, warrant or right.
INTEREST
OF NAMED EXPERTS AND COUNSEL
This Form
S-1 Registration Statement was prepared by our counsel, The Loev Law Firm,
PC. The financial statements attached hereto were audited by LBB
& Associates Ltd., LLP (“LBB”). David M. Loev, the President of
The Loev Law Firm, PC, owns 200,000 shares of our common stock (the “Loev
Shares”). Other than the Loev Shares, neither the Loev Law Firm, PC
nor LBB & Associates Ltd., LLP, has any interest contingent or otherwise in
Dimus Partners, Inc.
-19-
EXPERTS
No expert
or counsel named in this Prospectus as having prepared or certified any part of
this Prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, any interest, directly or
indirectly, in our company or any of our parents or subsidiaries, if
any. Nor was any such person connected with us or any of our parents
or subsidiaries, if any, as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
The
consolidated financial statements of the Company as of April 30, 2009 and 2008,
included in this Prospectus, have been audited by LBB & Associates Ltd.,
LLP, our independent registered public accounting firm, as stated in their
report appearing herein and have been so included in reliance upon the reports
of such firm, given upon their authority as experts in accounting and
auditing.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
The
Nevada Revised Statutes and our Articles of Incorporation, allow us to indemnify
our officers and Directors from certain liabilities and our Bylaws state that we
shall indemnify every (i) present or former Director, advisory Director or
officer of us, (ii) any person who while serving in any of the capacities
referred to in clause (i) served at our request as a Director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, and (iii) any person nominated or designated
by (or pursuant to authority granted by) the Board of Directors or any committee
thereof to serve in any of the capacities referred to in clauses (i) or (ii)
(each an “Indemnitee”).
Our
Bylaws, as amended and restated, provide that we shall indemnify an Indemnitee
against all judgments, penalties (including excise and similar taxes), fines,
amounts paid in settlement and reasonable expenses actually incurred by the
Indemnitee in connection with any proceeding in which he was, is or is
threatened to be named as a defendant or respondent, or in which he was or is a
witness without being named a defendant or respondent, by reason, in whole or in
part, of his serving or having served, or having been nominated or designated to
serve, if it is determined that the Indemnitee (a) conducted himself in good
faith, (b) reasonably believed, in the case of conduct in his Official Capacity,
that his conduct was in our best interests and, in all other cases, that his
conduct was at least not opposed to our best interests, and (c) in the case of
any criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful; provided, however, that in the event that an Indemnitee is found
liable to us or is found liable on the basis that personal benefit was
improperly received by the Indemnitee, the indemnification (i) is limited to
reasonable expenses actually incurred by the Indemnitee in connection with the
Proceeding and (ii) shall not be made in respect of any Proceeding in which the
Indemnitee shall have been found liable for willful or intentional misconduct in
the performance of his duty to us.
Except as
provided above, the Bylaws provide that no indemnification shall be made in
respect to any proceeding in which such Indemnitee has been (a) found liable on
the basis that personal benefit was improperly received by him, whether or not
the benefit resulted from an action taken in the Indemnitee's official capacity,
or (b) found liable to us. The termination of any proceeding by
judgment, order, settlement or conviction, or on a plea of nolo contendere or
its equivalent, is not of itself determinative that the Indemnitee did not meet
the requirements set forth in clauses (a) or (b) above. An Indemnitee
shall be deemed to have been found liable in respect of any claim, issue or
matter only after the Indemnitee shall have been so adjudged by a court of
competent jurisdiction after exhaustion of all appeals
therefrom. Reasonable expenses shall, include, without limitation,
all court costs and all fees and disbursements of attorneys’ fees for the
Indemnitee. The indemnification provided shall be applicable whether
or not negligence or gross negligence of the Indemnitee is alleged or
proven.
Neither
our Bylaws nor our Articles of Incorporation include any specific
indemnification provisions for our officer or Directors against liability under
the Securities Act of 1933, as amended. Additionally, insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended (the "Act")
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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.
-20-
FORWARD
LOOKING STATEMENTS
This Form
S-1 includes forward-looking statements which include words such as "anticipates", "believes", "expects", "intends", "forecasts", "plans", "future", "strategy" or words of similar
meaning. Various factors could cause actual results to differ
materially from those expressed in the forward-looking statements, including
those described in "Risk
Factors" in this Prospectus. We urge you to be cautious of
these forward-looking statements. Except as required by applicable
law, including the securities laws of the United States and/or if the existing
disclosure fundamentally or materially changes, we do not intend to update any
of the forward-looking statements to conform these statements to actual
results.
DESCRIPTION
OF BUSINESS
Overview
Dimus
Partners, Inc. was incorporated in the state of Nevada on April 18,
2008. The Company’s wholly-owned subsidiary, Dimus Partners, LLC,
(“DPLLC”) was incorporated as a Texas limited liability company on May 24,
2007. On April 29, 2008, the Company entered into an Exchange
Agreement with DPLLC, whereby the then members of DPLLC, Nathan Pettus and James
Patton, our current Directors, exchanged 100% of the outstanding membership
interests of DPLLC for 2,000,000 post Forward Split shares of the common stock
of the Company. Upon completion of the Exchange Agreement, DPLLC
became a wholly-owned subsidiary of the Company.
On or
around October 14, 2008, we affected a two for one (2:1) forward stock split of
our outstanding shares of common stock (the “Forward Split”). The
Forward Split is retroactively reflected throughout this
Prospectus.
Dimus
Partners is a strategic, financial and operational consulting company which
plans to concentrate on customers typically overlooked by traditional consulting
firms. The Company operates under the belief that there is a better, more
results-oriented approach to the full service business consulting practices in
place today. The Company has developed a methodology for business consulting
which we call The Dimus Advantage™. All of our ideas and recommendations will
focus on the objective of improving the bottom-line profit results of our future
customers. Further, our compensation will be contingent upon the improvement of
our customer’s current financial position. We have not generated any
revenues to date.
We plan
to focus on small to mid-sized companies and believe there are significant
growth opportunities in mid-market companies whose day-to-day operations have
not benefited from dedicated strategic, financial or operational support
systems. We believe that these companies share many of the same problems found
in Fortune 500 corporations, but may lack the human and capital resources needed
to take advantage of the business-improving principles consulting can provide.
Our business is targeted at these small to mid-sized companies that cannot
afford traditional business consulting.
Target
Market
We are
focused primarily on small to mid-sized, privately-owned companies, somewhere in
the yearly revenue range of $15 million to $50 million per year. Initially we
will concentrate efforts in the Austin and San Antonio, Texas corridor. As the
Company expands, we hope to open offices in the Dallas and Houston areas,
funding and demand permitting, which will increase the number of potential
clients we can offer our services to.
We do not
currently have any clients nor do we have any material agreements in place to
provide services to any clients other than as provided below.
-21-
Three
Tiered Approach to Business Consulting
The
Company offers comprehensive business consulting services. Upon
entering into an engagement, the Company intends to work with a client company
for up to five (5) years through a 3-tiered approach:
During
the Tier 1 stage, which we believe will take place during the first year of any
engagement, we plan to focus on short-term, profit-impacting operational
improvements including cost and pricing analysis, immediate process improvement
and other pressing issues affecting the client company.
During
the Tier 2 stage, we plan to take a longer term strategic focus on top-line
revenue growth and internal policies. Tier 2 will likely occur during
the second and third years of an engagement and consist of strategically
analyzing the client’s markets, competitive landscape and internal policies to
determine opportunities and threats facing the client company.
Lastly,
during the Tier 3 stage, we plan to focus on substantially growing the client
company’s business through vertical and horizontal integration opportunities, as
well as through acquisitions of synergistic companies.
Near-Term
Focus Areas
We
believe that most business consulting firms offer an overly broad spectrum of
consulting services. The Company, however, plans to attempt to focus
on the business improvements that will lead to the highest return of short-term
value for our small-to-medium sized client companies. Based on this
philosophy, we will primarily focus on the areas of operations, finance, and
performance management. We believe that these nearer-term focus areas
are also the most readily reviewed and impacted, especially when a
well-structured approach is employed.
Operation
Efficiencies
The
Company plans to examine the client company’s operating environment to determine
those areas that can be improved to reach optimal performance, quality and
profit. By providing the right tools and measures, we will attempt to improve
the synergies created by a business’ employees. We will also attempt to dispose
of poorly performing and loss-making product lines and/or business units; reduce
overhead; eliminate duplicative administration; eliminate obsolete inventory;
and elevate accountability.
Financial
Management Services
The
Company believes that financial management is the most important aspect of
operating a small-to-medium sized business. Many small and
medium-sized businesses are faced with cash management issues on a daily
basis. Making payroll, paying suppliers and purchasing new equipment
all require cash expenditures that can weigh heavily on a business if its cash
flow is not managed properly. Several key aspects of proper financial
management include:
|
·
|
Proper
cash management for growing
companies;
|
|
·
|
Activity-based
cost accounting to properly match fixed overhead costs with the activities
that create them ;
|
|
·
|
Performance
assessment through financial
analysis;
|
|
·
|
Capital
structure optimization;
|
|
·
|
Lease
vs. purchase decisions; and
|
|
·
|
Accurately
determining the value of the
business.
|
Performance
Management Services
Performance
management includes all the ways in which a business aligns its processes and
its owners and employees toward the vision and goals of the
company. We will attempt to align employees’ goals and objectives to
those of the client company. We believe this can be accomplished by
assigning individual goals and creating incentive-based compensation plans.
Several key aspects of proper performance management analysis
include:
-22-
|
·
|
Understanding
the core competencies and strategies of the
business;
|
|
·
|
Mapping
current performance against this key
purpose;
|
|
·
|
Determining
cost, revenue, and other drivers toward the key
purpose;
|
|
·
|
Designing
a full featured goal, measurement, and review system that allows for
performance management techniques to be
implemented;
|
|
·
|
Designing
a matching compensation system that fits both the company's cash-flow and
cultural constraints; and
|
|
·
|
Rollout
of the package, including gaining the trust and buy-in at all levels of
the company.
|
Competition
Within
the current landscape of business and management consulting, there is a vast and
diverse set of competitors and service providers. These companies range from the
smallest one person firms, to large multinational companies that offer a
diverse, broad, and more generic set of services. Depending on the focus and
type of company, the competitive comparison to Dimus Partners varies. In the
case of the smaller firm, the breadth and depth of the services provided are
not, in the belief of management, comparable with those planned to be offered by
the Company. With the larger firms, management believes that there is a lack of
focus and interest in Dimus Partner’s target customer due to the apparent lack
of resources available to fund high cost, relatively short-turnaround
engagements.
Sales
& Marketing
The
overall positioning and branding strategy for Dimus Partners will be to
establish us and our consultants as true partners with our clients and to add
real, quantifiable value to these clients before we see any financial
gain. Secondarily, we plan to build our brand around the idea of
providing world-class consulting capabilities to those companies that
traditionally cannot afford these services. We hope that our success fee-based
model will not only aligns us to our client’s goals, but also will entice target
customers who are reluctant to pay the high hourly rates charged by our
competitors. Finally, we plan to make sure our services, or more
specifically, the ideas behind our services, are simple and easy to
understand. We believe that the ideas behind successful businesses do
not need to be complicated. However, executing on these well understood ideas
can often create challenges. We want to be known as a company that both
simplifies the consulting process by speaking the language of an everyday
business owner, while at the same time providing an innovative plan for
action.
Promotion
Strategy
Early on,
in the growth stage of the Company, the most important promotional avenue will
be customer referrals and word of mouth. Because we want to be seen and known as
a “local” firm, it is important the local business owners provide very positive
accounts of our engagements. Initially our advertising and marketing
campaign will consist of door-to-door solicitations and phone calls to various
targeted business owners around the Austin-San Antonio area. We believe that
some of these calls will lead to face-to-face meetings with the owners and
managers of these businesses where we can either engage a new client or gain
referrals to other potential clients identified by these
businesses.
We plan
on developing a promotional brochure that will explain our services and
capabilities, along with our unique success fee-based approach that will be
distributed by our future consultants during “sales calls”. We also
currently maintain a professional and informative web site at
www.dimuspartners.com, which contains information we wish not to be incorporated
by reference to this Prospectus. Currently, the website provides
information about our services, customer references, and many white paper
scenario documents explaining how our capabilities can impact our target
customers’ operations.
-23-
Material
Agreements:
The
Company entered into a preliminary agreement with Jimmy Jacobs Custom Homes (the
“Customer”) on May 28, 2008. Under this preliminary agreement the
Company and the Customer agreed to discuss the entry into a future contractual
agreement to provide certain business process expertise and time of the
Company’s management for the development of financial software
applications. The Company agreed, that if a definitive agreement was
entered into, it would work with certain managerial leaders within the Customer
for the purpose of building the Dimus Trace Application Suite – Home Builder
Edition (“DTAS-HBE”). The Company would provide the resulting
software application free of charge with a twelve month free service agreement
to the Customer. In addition, the Customer would be given an option
providing them with the right to buy a twenty percent (20%) stake in the
marketing of the resulting product. The option price would be set at
twenty percent (20%) of associated business costs expected to bring the software
to market. Thus, the option would, assuming exercised, result in
twenty percent (20%) of all related profits (revenues less any costs due to cost
of good sold, operations, marketing, sales, or associates business costs of
product). The option grant was to be limited to the sales for the
profit of the DTAS-HBE product, and the option grant would be open for a period
of ninety (90) days after final delivery of product or last module to the
Customer. This commitment is currently still ongoing with limited
activity to date.
The
Company has a verbal agreement with a consultant whereby the Company has agreed
to pay the consultant 25% of its future profits which are generated by the
consultant in consideration for such consultant’s services.
Employees
We
currently employ two (2) full-time employees, Mr. Patton and Mr. Pettus, our
Directors and one part-time employee who serves as a
programmer. Additionally, we currently have one contract employee who
works exclusively on a project for Custom Home Builders. None of our
employees are covered by a collective bargaining agreement.
Description of Property
We are
currently provided the use of a limited amount of office space and mail
forwarding services by Foster Malish Blair & Cowan, LLP (“FMBC”), a law firm
located in Austin Texas, free of charge. We do not have a written agreement with
FMBC, however, neither we nor FMBC have any current intention to change the
terms or conditions of the use of such office space, and we do not anticipate
changing such office space until we generate revenues sufficient to support an
alternative office space arrangement.
Blank Check Company
Issues
Rule 419
of the Securities Act of 1933, as amended (the “Act”) governs offerings by
“blank check companies.” Rule 419 defines a “blank check company” as
a development stage company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person; and issuing “penny
stock,” as defined in Rule 3a51-1 under the Securities Exchange Act of
1934.
Our
management believes that the Company does not meet the definition of a “blank
check company,” because, while we are in the development stage, we do have a
specific business plan and purpose as described above, and our current purpose
is not to engage in a merger or acquisition, and as such, we should not
therefore be characterized as a “blank check company.”
-24-
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The
following discussion should be read in conjunction with our financial
statements.
COMPARISON
OF OPERATING RESULTS
RESULTS
OF OPERATIONS FOR THE SIX MONTHS ENDED OCTOBER 31, 2009, COMPARED TO THE SIX
MONTHS ENDED OCTOBER 31, 2008
We had
operating expenses, consisting solely of general and administrative expenses of
$4,250 for the six months ended October 31, 2009, compared to operating expenses
consisting solely of general and administrative expenses of $15,782 for the six
months ended October 31, 2008, a decrease in general and administrative expenses
of $11,532 or 73.1% from the prior period. The main reason for the
decrease in expenses was mainly due to the fact that the Company incurred
certain expenses associated with its private placement offering, including legal
and accounting fees in connection therewith during the six months ended October
31, 2008, which expenses were not present during the six months ended October
31, 2009.
We had
interest expense of $6 for the six months ended October 31, 2009, compared to
interest expense of $78 for the six months ended October 31,
2008. Interest expense represented amounts due on the Company’s
American Express Credit Card.
We had a
net loss of $4,256 for the six months ended October 31, 2009, compared to a net
loss of $15,860 for the six months ended October 31, 2008, a decrease in net
loss of $11,604 or 73.2% from the prior period.
RESULTS
OF OPERATIONS FOR THE YEAR ENDED APRIL 30, 2009, COMPARED TO THE YEAR ENDED
APRIL 30, 2008
We had
operating expenses, consisting solely of general and administrative expenses of
$27,393 for the year ended April 30, 2009, compared to operating expenses,
consisting solely of general and administrative expenses of $18,762 for the year
ended April 30, 2008, an increase in general and administrative expenses of
$8,631 or 46% from the prior period. The main reason for the increase in
expenses was mainly due to the fact that the Company incurred certain expenses
associated with its private placement offering, including legal and accounting
fees in connection therewith during the year ended April 30, 2009, which
expenses were not present during the year ended April 30, 2008.
We had
interest expense of $105 for the year ended April 30, 2009, compared to interest
expense of $44 for the year ended April 30, 2008, an increase in interest
expense of $61 from the prior period. Interest expense represented amounts due
on the Company’s American Express Credit Card.
We had a
net loss of $27,498 for the year ended April 30, 2009, compared to a net loss of
$18,806 for the year ended April 30, 2008, an increase in net loss of $8,692 or
46.2% from the prior period.
LIQUIDITY
AND CAPITAL RESOURCES
We had
total assets of $12,854 as of October 31, 2009, consisting of total current
assets of $9,271, solely consisting of cash, and total non-current assets,
consisting of property and equipment, net, of $3,583.
We had
total liabilities, consisting solely of total current liabilities of $37,314 as
of October 31, 2009, which liabilities included $3,810 of accounts payable and
accrued expenses and $33,504 of advances from related party, which included
$18,218 advanced by James Patton, our Chief Executive Officer and Director and
$15,285 advanced by Nathan Pettus, our Director. The advances are
non-interest bearing, unsecured and are due upon demand.
-25-
We had a
working capital deficit of $28,043 and a deficit accumulated during the
development stage of $50,560 as of October 31, 2009.
We had
$15,928 of net cash used in operating activities for the six months ended
October 31, 2009, which included $4,256 of net loss and $12,777 of accounts
payable, offset by $1,105 of depreciation.
We had
$11,380 of net cash provided by financing activities for the six months ended
October 31, 2009, which included $6,750 of common stock shares issued for cash
and $4,500 received for subscription receivable in connection with our private
placement, described below, and $130 of advances from related parties, which
funds were advanced by James Patton, our Chief Executive Officer and Director
and Nathan Pettus, our Director.
From July
2008 through July 2009, in connection with a private placement offering, the
Company sold an aggregate of 166,649 shares of common stock to 35 investors for
aggregate consideration of $25,000
The
Company estimates the need for approximately $500,000 of additional funding
during the next 12 months to continue our business operations and expand our
operations as planned, and such funding may not be able to be raised on
favorable terms, if at all. We believe we can continue our operations for
approximately the next twelve (12) months if no additional financing is
raised. If we are unable to raise adequate working capital for
fiscal 2010, we will be restricted in the implementation of our business
plan.
Assuming
that our registration statement of which this Prospectus is a part is declared
effective by the Commission, we plan to seek out additional debt and/or equity
financing; however, we do not currently have any specific plans to raise such
additional financing at this time. We believe that by becoming a
reporting company and becoming subject to the filing requirements of Section
15(d) of the Securities Exchange Act of 1934, as amended, as well as by engaging
a market maker to quote our common stock on the OTCBB (as is our current plan)
we will be able to make an investment in the Company more attractive to
potential investors, which will help facilitate our ability to raise capital.
The sale of additional equity securities, if undertaken by the Company and if
accomplished, may result in dilution to our shareholders. We cannot assure you,
however, that future financing will be available in amounts or on terms
acceptable to us, or at all.
Critical
Accounting Policies:
The
accompanying consolidated financial statements include all the accounts of the
Company and its wholly-owned subsidiary, DPLLC. All intercompany amounts have
been eliminated.
Development Stage
Policy
We are a
development stage company with limited experience in the consulting
business. We have earned no revenues since our formation, have no
current clients and have an accumulated deficit during the development stage of
$46,304 as of April 30, 2009.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet. Actual results could
differ from those estimates.
-26-
Basic Loss Per
Share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Property and
Equipment
Property
and equipment are stated at cost less accumulated depreciation, and depreciation
and amortization are computed over the useful life of the asset on a
straight-line basis. Maintenance and repairs are charged to
operations as incurred; major renewals and betterments are
capitalized. When items of property and equipment are sold or
retired, the related costs and accumulated depreciation are removed from the
accounts and gain or loss is included in the results of
operations. The estimated useful lives of the assets by major
categories are as follows:
Computer
equipment
|
3
years
|
Impairment of Long-Lived
Assets
Long-lived
assets held and used are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable in the normal course of business. When required,
impairment losses on assets to be held and used are recognized based on the
excess of the asset’s carrying amount and fair value of the
asset. Long-lived assets to be disposed of are reported at the lower
of carrying amount or fair value less cost to sell.
Income
Taxes
The
Company has adopted Statement of Financial Accounting Standards No. 109 (“SFAS
109”), “Accounting for Income Taxes”. This standard requires the use of an asset
and liability approach for financial accounting, and reporting on income taxes.
If it is more likely then not that some portion or all of a deferred tax asset
will not be realized, a valuation allowance is recognized.
The asset
and liability approach is used to account for income taxes by recognizing
deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of assets
and liabilities. The Company records a valuation allowance to reduce
any deferred tax assets to the amount that is more likely than not to be
realized.
Cash and Cash
Equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
Recent Accounting
Pronouncements
During
the year ended April 30, 2009 and subsequently, the Financial Accounting
Standards Board (“FASB”) has issued a number of financial accounting standards,
none of which did, or are expected to, have a material impact on the Company’s
results of operations, financial position, or cash flows, with exception
of:
New
Accounting Pronouncements (Adopted)
SFAS
No. 157. In September 2006, the FASB issued
SFAS No. 157, Fair
Value Measurements (“SFAS No. 157”). This statement defines fair
value, establishes a framework for measuring fair value in GAAP, and expands
disclosures about fair value measurements, but does not require any new fair
value measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. In
February 2008, the FASB issued FASB Staff Position, or FSP, No. FAS 157-2,
Effective Date of FASB
Statement No. 157 (“FSP FAS 157-2”), which delayed the effective
date of SFAS No. 157 for certain nonfinancial assets and liabilities to
fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. We adopted SFAS No. 157 for the Company’s financial
assets and liabilities in the first quarter of fiscal 2009, and provisions for
nonfinancial assets and liabilities in the first quarter of fiscal 2010, which
did not result in recognition of a transaction adjustment to retained earnings
or have a material impact on our financial condition, results of operations or
cash flows.
-27-
New
Accounting Pronouncements (Not yet adopted)
SFAS No. 165. In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No. 165”). This statement provides guidance to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. This statement is effective for interim or fiscal periods ending after June 15, 2009, and is applied prospectively. We do not expect the adoption of SFAS No. 165 to have a material impact on our financial condition, results of operations or cash flows.
SFAS
No. 168. In June 2009, the FASB issued SFAS
No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally of Generally
Accepted Accounting Principles — a Replacement of FASB Statement
No. 162 (“SFAS No. 168”). SFAS No. 168 establishes the
FASB Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP. SFAS
No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. We do not expect the adoption of
SFAS No. 168 to have a material impact on our financial condition, results
of operations or cash flows.
-28-
CERTAIN
RELATIONSHIPS AND
RELATED
TRANSACTIONS
In April
2008, the Company issued 2,000,000 post Forward Split shares of its common stock
to James Pacey in consideration for services rendered.
On April
29, 2008, the Company entered into an Exchange Agreement with DPLLC, whereby the
then members of DPLLC, Nathan Pettus and James Patton, our current Directors,
exchanged 100% of the outstanding membership interests of DPLLC for 2,000,000
post Forward Split shares, 1,000,000 shares each to Mr. Pettus and Mr. Patton,
of the common stock of the Company. Upon completion of the Exchange
Agreement, DPLLC became a wholly-owned subsidiary of the Company.
Effective
October 2008, in connection with the Company’s entry into an Engagement
Agreement with The Loev Law Firm, PC, the Company’s attorney, the Company agreed
to issue David M. Loev 200,000 post Forward Split shares of the Company’s common
stock.
The Company has periodically received cash advances from the Company’s Directors, James Patton and Nathan Pettus. As of October 31, 2009, $33,504 was outstanding which included $18,218 advanced by James Patton, our Chief Executive Officer and Director and $15,285 advanced by Nathan Pettus, our Director. The advances are non-interest bearing, unsecured and are due upon demand.
Review,
Approval and Ratification of Related Party Transactions
Given our
small size and limited financial resources, we have not adopted formal policies
and procedures for the review, approval or ratification of transactions, such as
those described above, with our executive officers, Directors and significant
stockholders. However, all of the transactions described above were
approved and ratified by Directors. In connection with the approval
of the transactions described above, our Directors, took into account several
factors, including their fiduciary duties to the Company; the relationships of
the related parties described above to the Company; the material facts
underlying each transaction; the anticipated benefits to the Company and related
costs associated with such benefits; whether comparable products or services
were available; and the terms the Company could receive from an unrelated third
party.
We intend
to establish formal policies and procedures in the future, once we have
sufficient resources and have appointed additional Directors, so that such
transactions will be subject to the review, approval or ratification of our
Board of Directors, or an appropriate committee thereof. On a
moving forward basis, our Directors will continue to approve any related party
transaction based on the criteria set forth above.
CORPORATE
GOVERNANCE
The
Company promotes accountability for adherence to honest and ethical conduct;
endeavors to provide full, fair, accurate, timely and understandable disclosure
in reports and documents that the Company files with the Securities and Exchange
Commission (the “SEC”) and in other public communications made by the Company;
and strives to be compliant with applicable governmental laws, rules and
regulations. The Company has not formally adopted a written code of business
conduct and ethics that governs the Company’s employees, officers and Directors
as the Company is not required to do so.
In lieu
of an Audit Committee, the Company’s Board of Directors is responsible for
reviewing and making recommendations concerning the selection of outside
auditors, reviewing the scope, results and effectiveness of the annual audit of
the Company's financial statements and other services provided by the Company’s
independent public accountants. The Board of Directors reviews the Company's
internal accounting controls, practices and policies.
-29-
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
DESCRIPTION
OF CAPITAL STOCK
We have
authorized capital stock consisting of 100,000,000 shares of common stock,
$0.001 par value per share (“Common Stock”) and 10,000,000 shares of preferred
stock, $0.001 par value per share (“Preferred Stock”).
Common
Stock
The
holders of outstanding shares of Common Stock are entitled to receive dividends
out of assets or funds legally available for the payment of dividends of such
times and in such amounts as the board from time to time may
determine. Holders of Common Stock are entitled to one vote for each
share held on all matters submitted to a vote of shareholders. There
is no cumulative voting of the election of directors then standing for
election. The Common Stock is not entitled to pre-emptive rights and
is not subject to conversion or redemption. Upon liquidation,
dissolution or winding up of our company, the assets legally available for
distribution to stockholders are distributable ratably among the holders of the
Common Stock after payment of liquidation preferences, if any, on any
outstanding payment of other claims of creditors. Each outstanding
share of Common Stock is, and all shares of Common Stock to be outstanding upon
completion of this Offering will upon payment therefore be, duly and validly
issued, fully paid and non-assessable.
Preferred
Stock
Shares of
Preferred Stock may be issued from time to time in one or more series, each of
which shall have such distinctive designation or title as shall be determined by
our Board of Directors (“Board of Directors”) prior to the issuance of any
shares thereof. Preferred Stock shall have such voting powers, full
or limited, or no voting powers, and such preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated in such resolution or
resolutions providing for the issue of such class or series of Preferred Stock
as may be adopted from time to time by the Board of Directors prior to the
issuance of any shares thereof. The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the voting power of all the then outstanding shares of our capital
stock entitled to vote generally in the election of the directors, voting
together as a single class, without a separate vote of the holders of the
Preferred Stock, or any series thereof, unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.
Options,
Warrants and Convertible Securities
We have
no options, warrants or other convertible securities outstanding.
-30-
SHARES
AVAILABLE FOR FUTURE SALE
Future
sales of substantial amounts of our common stock could adversely affect market
prices prevailing from time to time, and could impair our ability to raise
capital through the sale of equity securities.
Upon the
date of this Prospectus, there are 4,366,649 shares of common stock issued and
outstanding. Upon the effectiveness of this Registration Statement, 166,649
shares of common stock to be resold pursuant to this Prospectus will be eligible
for immediate resale in the public market if and when any market for the common
stock develops. The remaining 4,200,000 shares of our currently
issued and outstanding common stock which are not being registered pursuant to
this Registration Statement will constitute “restricted securities” as that term
is defined by Rule 144 of the Act and bear appropriate legends, restricting
transferability. The Company may also raise capital in the future by
issued issuing additional restricted shares to investors.
Restricted
securities may not be sold except pursuant to an effective registration
statement filed by us or an applicable exemption from registration, including an
exemption under Rule 144 promulgated under the Act.
Pursuant
to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell
company” is defined as a company that has no or nominal operations; and, either
no or nominal assets; assets consisting solely of cash and cash equivalents; or
assets consisting of any amount of cash and cash equivalents and nominal other
assets. As such, we are a “shell company” pursuant to Rule 144, and
as such, sales of our securities pursuant to Rule 144 are not able to be made
until 1) we have ceased to be a “shell company; 2) we are subject to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all
of our required periodic reports for the previous one year period prior to any
sale; and a period of at least twelve months has elapsed from the date “Form 10
information” (i.e., information and disclosures similar to that which is
required to be filed in a Form 10 Registration Statement) has been filed with
the Commission reflecting the Company’s status as a non-“shell
company.” Because none of our securities can be sold pursuant to Rule
144, until at least a year after we cease to be a “shell company”, any
non-registered securities we issue will have no liquidity and will in fact be
ineligible to be resold until and unless such securities are registered with the
Commission and/or until a year after we cease to be a “shell company” and have
complied with the other requirements of Rule 144, as described
above.
Assuming
we cease to be a “shell company” and at least a year has passed since we filed
“Form 10 information” with the Commission and we otherwise meet the requirements
of Rule 144, of which there can be no assurance, and assuming we remain a
non-reporting company, under Rule 144 a person (or persons whose shares are
aggregated) who is not deemed to have been our affiliate at any time during the
90 days preceding a sale, and who owns shares within the definition of
“restricted securities” under Rule 144 under the Securities Act that were
purchased from us (or any affiliate) at least one year previously, would be
entitled to sell such shares under Rule 144 without restrictions. A
person who may be deemed our affiliate, who owns shares that were purchased from
us (or any affiliate) at least one year previously, is entitled to sell within
any three-month period a number of shares that does not exceed 1% of the then
outstanding common stock. Sales by affiliates are also subject to
certain manner of sale provisions, notice requirements and the availability of
current public information about us.
If the
Company should cease to be a “shell company” and should become a “reporting
company,” the conditions applicable to the resale of securities under Rule 144
are different. If we become a reporting company, a person (or persons
whose shares are aggregated) who owns shares that were purchased from us (or any
affiliate) at least six months previously, would be entitled to sell
such shares without restrictions other than the availability of current public
information about us. A person who may be deemed our affiliate, who
owns shares that were purchased from us (or any affiliate) at least six months
previously would be entitled to sell his shares if he complies with the volume
limitations, manner of sale provisions, public information requirements and
notice requirements discussed above. A person who is not deemed to
have been our affiliate at any time during the 90 days preceding a sale, and who
owns restricted securities that were purchased from us (or any affiliate) at
least one year previously, would be entitled to sell such shares under Rule 144
without restrictions.
-31-
PLAN
OF DISTRIBUTION AND SELLING STOCKHOLDERS
This
Prospectus relates to the resale of 166,649 shares of common stock by the
selling stockholders (which includes the stockholders listed below and their
transferees, pledgees, donees and successors). The table below sets forth
information with respect to the resale of shares of common stock by the selling
stockholders. We will not receive any proceeds from the resale of common stock
by the selling stockholders for shares currently outstanding. Except as
described in footnotes below, none of the selling stockholders have had a
material relationship with us since our inception. Additionally, no selling
shareholders are registered broker-dealers or affiliates of
broker-dealers.
Selling
Stockholders:
Shareholder
|
Date
Shares Acquired (1)
|
Common
Stock Beneficially Owned Before Resale
|
Amount
Offered
|
Shares
Beneficially Owned After Resale (2)
|
|
Aaron
Pettus
|
(A)
|
December
2008
|
3,333
|
3,333
|
-
|
Andrew
Vasquez
|
December
2008
|
1,666
|
1,666
|
-
|
|
Christopher
K Poehl
|
December
2008
|
1,666
|
1,666
|
-
|
|
Cosmo
A. Palmieri
|
July
2009
|
1,666
|
1,666
|
-
|
|
Daniel
Robson
|
May
2009
|
13,333
|
13,333
|
-
|
|
David
Cho
|
December
2008
|
1,666
|
1,666
|
-
|
|
Donald
L. Busby Trust
|
June
2009
|
1,666
|
1,666
|
-
|
|
Donald
Maler
|
December
2008
|
1,666
|
1,666
|
-
|
|
Eduardo
Munoz
|
December
2008
|
1,666
|
1,666
|
-
|
|
Eric
Alan Shephard
|
December
2008
|
3,333
|
3,333
|
-
|
|
Erik
Solis
|
(B)
|
July
2009
|
1,666
|
1,666
|
-
|
James
David Chapman
|
December
2008
|
3,333
|
3,333
|
-
|
|
James
Roy Richie
|
January
2009
|
1,666
|
1,666
|
-
|
|
James
Smetzer
|
December
2008
|
10,000
|
10,000
|
-
|
|
Janelle
Nelson
|
(C)
|
December
2008
|
13,333
|
13,333
|
-
|
Joesph
Williamson
|
December
2008
|
3,333
|
3,333
|
-
|
|
John A
Lilly
|
December
2008
|
3,333
|
3,333
|
-
|
|
Kathleen
Gelacio
|
December
2008
|
1,666
|
1,666
|
-
|
|
L.
Michael Davis
|
December
2008
|
3,333
|
3,333
|
-
|
|
Luis
Garcia
|
June
2009
|
13,333
|
13,333
|
-
|
|
Marco
Leal
|
December
2008
|
3,333
|
3,333
|
-
|
|
Mathew
Mena
|
December
2008
|
1,666
|
1,666
|
-
|
|
Melinda
Soto
|
December
2008
|
1,666
|
1,666
|
-
|
|
Michael
E. Hale
|
November
2008
|
13,333
|
13,333
|
-
|
|
Michael
S. Hale
|
December
2008
|
13,333
|
13,333
|
-
|
|
Peter
Wainscott
|
December
2008
|
1,666
|
1,666
|
-
|
|
Scott
V. Gooch
|
June
2009
|
1,666
|
1,666
|
-
|
|
Sharon
January
|
(D)
|
December
2008
|
13,333
|
13,333
|
-
|
Sidney
Scott Oster
|
December
2008
|
3,333
|
3,333
|
-
|
|
Terrence
Montgomery
|
December
2008
|
13,333
|
13,333
|
-
|
|
Todd
Wallace
|
June
2009
|
1,666
|
1,666
|
-
|
|
Vicki
L. Buch
|
December
2008
|
1,666
|
1,666
|
-
|
|
Victoria
Cannon
|
June
2009
|
1,666
|
1,666
|
-
|
|
Wesley
Youngblood
|
May
2009
|
1,666
|
1,666
|
-
|
|
William
Pettus
|
(E)
|
May
2009
|
6,666
|
6,666
|
-
|
Totals
|
166,649
|
166,649
|
-32-
(A)
Brother of Nathan Pettus, our Director.
(B) James
Patton’s wife’s brother-in-law.
(C) Aunt
of James Patton, our Chief Executive Officer and Director.
(D)
Mother of James Patton, our Chief Executive Officer and Director.
(E)
Father of Nathan Pettus, our Director.
(1) All
shares were purchased from the Company at $0.15 per share pursuant to Private
Placements pursuant to an exemption from registration provided by Rule 506 of
Regulation D.
(2)
Assuming the sale of all shares registered herein.
Upon the
effectiveness of this Registration Statement, the 4,200,000 outstanding shares
of common stock not registered herein will be subject to the resale provisions
of Rule 144. The 166,649 remaining shares offered by the selling stockholders
pursuant to this Prospectus may be sold by one or more of the following methods,
without limitation:
o
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits the purchaser;
|
o
|
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;
|
o
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
o
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
o
|
privately-negotiated
transactions;
|
o
|
broker-dealers
may agree with the Selling Security Holders to sell a specified number of
such shares at a stipulated price per share;
|
o
|
a
combination of any such methods of sale; and
|
o
|
any
other method permitted pursuant to applicable
law.
|
The
Selling Security Holders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this Prospectus.
We
currently lack a public market for our common stock. Selling shareholders will
sell at a price of $0.15 per share until our shares are quoted on the OTC
Bulletin Board and thereafter at prevailing market prices or privately
negotiated prices.
The
offering price of the shares has been arbitrarily determined by us based on
estimates of the price that purchasers of speculative securities, such as the
shares offered herein, will be willing to pay considering the nature and capital
structure of our Company, the experience of the officers and Directors, and the
market conditions for the sale of equity securities in similar companies. The
offering price of the shares bears no relationship to the assets, earnings or
book value of our Company, or any other objective standard of value. We believe
that only a small number of shares, if any, will be sold by the selling
shareholders, prior to the time our common stock is quoted on the
OTC Bulletin Board, at which time the selling shareholders will sell their
shares based on the market price of such shares. The Company is not selling any
shares pursuant to this Registration Statement and is only registering the
re-sale of securities previously purchased from us.
-33-
The
Selling Security Holders may pledge their shares to their brokers under the
margin provisions of customer agreements. If a Selling Security Holder defaults
on a margin loan, the broker may, from time to time, offer and sell the pledged
shares.
We have
advised the Selling Security Holders that the anti-manipulation provisions of
Regulation M under the Securities Exchange Act of 1934 will apply to purchases
and sales of shares of common stock by the Selling Security Holders.
Additionally, there are restrictions on market-making activities by persons
engaged in the distribution of the shares. The Selling Security Holders have
agreed that neither them nor their agents will bid for, purchase, or attempt to
induce any person to bid for or purchase, shares of our common stock while they
are distributing shares covered by this Prospectus.
Accordingly,
the Selling Security Holders are not permitted to cover short sales by
purchasing shares while the distribution is taking place. We will advise the
Selling Security Holders that if a particular offer of common stock is to be
made on terms materially different from the information set forth in this Plan
of Distribution, then a post-effective amendment to the accompanying
Registration Statement must be filed with the Securities and Exchange
Commission.
Broker-dealers
engaged by the Selling Security Holders may arrange for other broker-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Security Holders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. It is not
expected that these commissions and discounts will exceed what is customary in
the types of transactions involved.
The
Selling Security Holders may be deemed to be an "underwriter" within the meaning
of the Securities Act in connection with such sales. Therefore, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
MARKET
FOR COMMON EQUITY
AND
RELATED STOCKHOLDER MATTERS
No
established public trading market exists for our common stock and the Company’s
common stock has never been quoted on any market or exchange. Except
for this offering, there is no common stock that is being, or has been proposed
to be, publicly offered. As of January 26, 2010, there were 4,366,649 shares of
common stock outstanding, held by 39 shareholders of record.
ADDITIONAL
INFORMATION
Our
fiscal year ends on April 30. We plan to furnish our shareholders annual reports
containing audited financial statements and other appropriate reports, where
applicable. In addition, the effectiveness of the Registration Statement of
which this Prospectus is a part will trigger the Company’s obligation to file
current and periodic reports with the Commission under Section 15(d) of the
Securities Act of 1934, as amended. You may read and copy any reports,
statements, or other information we file at the SEC's public reference room at
100 F. Street, N.E., Washington D.C. 20549. You can request copies of these
documents, upon payment of a duplicating fee by writing to the SEC. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings are also available to the public on the SEC's
Internet site at http\\www.sec.gov.
-34-
LEGAL
MATTERS
Certain
legal matters with respect to the issuance of shares of common stock offered
hereby will be passed upon by The Loev Law Firm, PC, Bellaire,
Texas. David M. Loev, the manager of The Loev Law Firm, PC,
beneficially owns 200,000 shares of our common stock.
FINANCIAL
STATEMENTS
The
Financial Statements included below are stated in U.S. dollars and are prepared
in accordance with U.S. Generally Accepted Accounting Principles. The following
financial statements pertaining to Dimus Partners, Inc. are filed as part of
this Prospectus.
-35-
Table
of Contents to Consolidated Financial Statements
Unaudited
Financial Statements:
|
Page
|
Consolidated
Balance Sheets as of October 31, 2009 and April 30, 2009
|
F-2 | |
Consolidated
Statements of Operations for the Six Months Ended October 31, 2009 and
2008
and
the Period From May 24, 2007 (Inception) Through October 31,
2009
|
F-3 | |
Consolidated
Statements of Cash Flows for the Six Months Ended October 31, 2009 and
2008
and
the Period From May 24, 2007 (Inception) Through October 31,
2009
|
F-4 | |
N Notes
to Consolidated Financial Statements
|
F-5 |
Audited
Financial Statements
Report
of Independent Registered Accounting Firm
|
F-6 | |
Consolidated
Balance Sheets as of April 30, 2009 and 2008
|
F-7 | |
Consolidated
Statements of Operations for the Years Ended April 30, 2009 and 2008
and
the Period From May 24, 2007 (Inception) Through April 30,
2009
|
F-8 | |
Consolidated
Statements of Stockholders’ Deficit for the Years Ended April 30, 2009 and
2008
and
the Period From May 24, 2007 (Inception) Through April 30,
2009
|
F-9 | |
Consolidated
Statements of Cash Flows for the Years Ended April 30, 2009 and 2008 and
the Period From May 24, 2007 (Inception) Through April 30,
2009
|
F-10 | |
Notes
to Consolidated Financial Statements
|
F-11 |
F-1
(A
DEVELOPMENT STAGE COMPANY)
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
October
31,
|
April
30,
|
|||||||
2009
|
2009
|
|||||||
ASSETS
|
(Unaudited)
|
|||||||
Current
assets
|
||||||||
Cash
|
$ | 9,271 | $ | 13,819 | ||||
Total
current assets
|
9,271 | 13,819 | ||||||
Property
and equipment, net of depreciation of $3,048
|
3,583 | 4,689 | ||||||
Total
assets
|
$ | 12,854 | $ | 18,508 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$ | 3,810 | $ | 16,588 | ||||
Advances
from related parties
|
33,504 | 33,374 | ||||||
Total
current liabilities
|
37,314 | 49,962 | ||||||
Total
liabilities
|
37,314 | 49,962 | ||||||
Commitments | ||||||||
STOCKHOLDERS'
DEFICIT
|
||||||||
Preferred
stock, $.001 par value, 10,000,000 shares
|
||||||||
authorized,
0 shares issued and outstanding
|
- | - | ||||||
Common
stock, $.001 par value, 100,000,000 shares
|
||||||||
authorized,
4,366,667 and 4,321,655 shares issued and
|
||||||||
outstanding
at October 31, 2009 and April 30, 2009 respectively
|
4,367 | 4,322 | ||||||
Additional
paid in capital
|
21,733 | 15,028 | ||||||
Subscription
receivable
|
- | (4,500 | ) | |||||
Deficit
accumulated during the development stage
|
(50,560 | ) | (46,304 | ) | ||||
Total
stockholders' deficit
|
(24,460 | ) | (31,454 | ) | ||||
Total
liabilities and stockholders’ deficit
|
$ | 12,854 | $ | 18,508 |
See
accompanying notes to consolidated financial statements
F-2
DIMUS
PARTNERS, INC.
|
||||||||||||
(A
DEVELOPMENT STAGE COMPANY)
|
||||||||||||
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
||||||||||||
SIX
MONTHS ENDED OCTOBER 31, 2009 AND 2008
|
||||||||||||
AND
PERIOD FROM MAY 24, 2007 (INCEPTION) THROUGH OCTOBER 31,
2009
|
||||||||||||
(Unaudited)
|
||||||||||||
Inception
|
||||||||||||
Six
Months Ended
|
Through
|
|||||||||||
October
31,
|
October
31
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
Operating
expenses
|
||||||||||||
General
and administrative
|
$ | 4,250 | $ | 15,782 | $ | 50,405 | ||||||
Loss
from Operations
|
(4,250 | ) | (15,782 | ) | (50,405 | ) | ||||||
Interest
expense
|
(6 | ) | (78 | ) | (155 | ) | ||||||
Net
loss
|
$ | (4,256 | ) | $ | (15,860 | ) | $ | (50,560 | ) | |||
Net
loss per share:
|
||||||||||||
Basic
and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted
average shares outstanding:
|
||||||||||||
Basic
and diluted
|
4,359,224 | 4,009,783 |
See
accompanying notes to consolidated financial statements
F-3
DIMUS
PARTNERS, INC.
|
||||||||||||
(A
DEVELOPMENT STAGE COMPANY)
|
||||||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||||||
SIX
MONTHS ENDED OCTOBER 31, 2009 AND 2008
|
||||||||||||
AND
PERIOD FROM MAY 24, 2007 (INCEPTION) THROUGH OCTOBER 31,
2009
|
||||||||||||
(Unaudited)
|
||||||||||||
Inception
|
||||||||||||
SIX
MONTHS ENDED
|
Through
|
|||||||||||
October
31,
|
October
31,
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
$ | (4,256 | ) | $ | (15,860 | ) | $ | (50,560 | ) | |||
Net
loss
|
||||||||||||
Adjustment
to reconcile net loss to net
|
||||||||||||
cash
used in operating activities
|
||||||||||||
Depreciation
|
1,105 | 837 | 3,048 | |||||||||
Common
shares issued for services
|
- | 100 | 1,100 | |||||||||
Changes
in:
|
||||||||||||
Accounts
payable
|
(12,777 | ) | 7,879 | 3,810 | ||||||||
NET
CASH USED IN OPERATING ACTIVITIES
|
(15,928 | ) | (7,044 | ) | (42,602 | ) | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase
of equipment
|
- | (6,631 | ) | (6,631 | ) | |||||||
NET
CASH USED IN INVESTING ACTIVITIES
|
- | (6,631 | ) | (6,631 | ) | |||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Common
shares issued for cash
|
6,750 | - | 20,500 | |||||||||
Cash
received for subscription receivables
|
4,500 | - | 4,500 | |||||||||
Advances
from related parties
|
130 | 14,081 | 33,504 | |||||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
11,380 | 14,081 | 58,504 | |||||||||
NET
INCREASE IN CASH
|
(4,548 | ) | 406 | 9,271 | ||||||||
Cash,
beginning of period
|
13,819 | 240 | - | |||||||||
Cash,
end of period
|
$ | 9,271 | $ | 646 | $ | 9,271 | ||||||
SUPPLEMENTAL
CASH FLOW INFORMATION:
|
||||||||||||
Interest
paid
|
$ | 6 | $ | 78 | $ | 155 | ||||||
Income
taxes paid
|
$ | - | $ | - | $ | - |
See
accompanying notes to consolidated financial statements
F-4
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 –
BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements of Dimus Partners, LLC
(“Dimus” or the “Company”) have been prepared in accordance with accounting
principles generally accepted in the United State of America and the rules of
the Securities and Exchange Commission (“SEC”), and should be read in
conjunction with the audited financial statements and notes contained in
hereto. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein. The result of operations for interim periods
are not necessarily indicative of the results to be expected for the full
year. Notes to the financial statements which would substantially
duplicate the disclosures contained in the audited financial statements for
fiscal year ended April 30, 2009 as reported herein have been
omitted.
The
Company has evaluated subsequent events for recognition or disclosure through
the date these financial statements were available to be issued, January 20,
2010.
There are
no assurances that the Company will be able to either (1) achieve a level of
revenues adequate to generate sufficient cash flow from operations; or (2)
obtain additional financing through either private placement, public offerings
and/or bank financing necessary to support the Company’s working capital
requirements. To the extent that funds generated from any private
placements, public offerings and/or bank financing are insufficient to support
the Company’s working capital requirements, the Company will have to raise
additional working capital from additional financing. No assurance
can be given that additional financing will be available, or if available, will
be on terms acceptable to the Company. If adequate working capital is
not available, the Company may not renew or continue its
operations.
These
conditions raise substantial doubt about the Company’s ability to continue as a
going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
NOTE 2 –
RELATED PARTY TRANSACTIONS
The
Company has periodically received cash advances from the Company’s
directors. As of October 31, 2009, $33,504 is
outstanding. The advances are non-interest bearing, unsecured and are
due upon demand.
NOTE 3 –
CAPITAL STOCK
During
the period ended October 31, 2009, the Company issued 45,012 shares of common
stock to accredited investors in a private placement at $.15 per share, for cash
proceeds of $6,750. The Company also collected $4,500 of cash proceeds for
shares issued during the year ended April 30, 2009.
NOTE 4 –
COMMITMENTS
The
Company has a verbal agreement with a consultant whereby the Company will pay
25% of its future profits to the consultant for services
rendered.
F-5
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors of
Dimus
Partners, Inc.
(A
Development Stage Company)
We have
audited the accompanying consolidated balance sheets of Dimus Partners, Inc.
(the “Company”) as of April 30, 2009 and 2008, and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
each of the years then ended and for the period from May 24, 2007 (Inception) to
April 30, 2009. 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 audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits 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 audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Dimus Partners,
Inc. as of April 30, 2009 and 2008, and the consolidated results of its
operations and its cash flows for each of the years then ended and for the
period from May 24, 2007 (Inception) to April 30, 2009 in conformity with
accounting principles generally accepted in the United States of
America.
As
discussed in Note 1 to the consolidated financial statements, the Company's
absence of significant revenues, recurring losses from operations, and its need
for additional financing in order to fund its projected loss in 2010 raise
substantial doubt about its ability to continue as a going concern. The 2009
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
LBB &
Associates Ltd., LLP
Houston,
Texas
January
20, 2010
F-6
DIMUS
PARTNERS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
BALANCE SHEETS
April
30,
|
April
30,
|
|||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
|
$ | 13,819 | $ | 240 | ||||
Total
current assets
|
13,819 | 240 | ||||||
Property
and equipment, net of depreciation of $1,943
|
4,689 | - | ||||||
Total
assets
|
$ | 18,508 | $ | 240 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$ | 16,588 | $ | 2,013 | ||||
Advances
from related parties
|
33,374 | 16,033 | ||||||
Total
current liabilities
|
49,962 | 18,046 | ||||||
Total
liabilities
|
49,962 | 18,046 | ||||||
Commitments | ||||||||
STOCKHOLDERS'
DEFICIT
|
||||||||
Preferred
stock, $.001 par value, 10,000,000 shares authorized,
|
||||||||
0
shares issued and outstanding
|
- | - | ||||||
Common
stock, $.001 par value, 100,000,000 shares authorized,
|
||||||||
4,321,655
and 4,000,000 shares issued and outstanding at
|
||||||||
April
30, 2009 and 2008, respectively
|
4,322 | 4,000 | ||||||
Additional
paid in capital
|
15,028 | (3,000 | ) | |||||
Subscription
receivable
|
(4,500 | ) | - | |||||
Deficit
accumulated during the development stage
|
(46,304 | ) | (18,806 | ) | ||||
Total
stockholders' deficit
|
(31,454 | ) | (17,806 | ) | ||||
Total
liabilities and stockholders' deficit
|
$ | 18,508 | $ | 240 |
See
accompanying notes to consolidated financial statements
F-7
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF OPERATIONS
Years
Ended April 30, 2009 and 2008 and period
from
May 24, 2007 (Inception) through April 30, 2009
Inception
|
||||||||||||
Years
Ended
|
Through
|
|||||||||||
April
30,
|
April
30,
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
Operating
expenses:
|
||||||||||||
General
and administrative
|
$ | 27,393 | $ | 18,762 | $ | 46,155 | ||||||
Loss
from Operations
|
(27,393 | ) | (18,762 | ) | (46,155 | ) | ||||||
Interest
expense
|
(105 | ) | (44 | ) | (149 | ) | ||||||
Net
loss
|
$ | (27,498 | ) | $ | (18,806 | ) | $ | (46,304 | ) | |||
Net
loss per share:
|
||||||||||||
Basic
and diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
Weighted
average shares outstanding:
|
||||||||||||
Basic
and diluted
|
4,129,195 | 2,005,848 |
See
accompanying notes to consolidated financial statements
F-8
DIMUS
PARTNERS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
Years
Ended April 30, 2009 and 2008 and period
from
May 24, 2007 (Inception) through April 30, 2009
Additional
|
Total
|
|||||||||||||||||||||||
Common
Stock
|
Paid-in
|
Subscription
|
Accumulated
|
Stockholder's
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Receivable
|
Deficit
|
Deficit
|
|||||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||||||
Balance
at May 24, 2007
|
- | - | - | - | - | - | ||||||||||||||||||
Common
stock issued to founders for services
|
2,000,000 | 2,000 | (1,000 | ) | - | - | 1,000 | |||||||||||||||||
Recapitalization
|
2,000,000 | 2,000 | (2,000 | ) | - | - | - | |||||||||||||||||
Net
Loss
|
(18,806 | ) | (18,806 | ) | ||||||||||||||||||||
Balance
at April 30, 2008
|
4,000,000 | 4,000 | (3,000 | ) | - | (18,806 | ) | (17,806 | ) | |||||||||||||||
Common
stock issued for services
|
200,000 | 200 | (100 | ) | 100 | |||||||||||||||||||
Common
stock issued for cash
|
91,656 | 92 | 13,658 | 13,750 | ||||||||||||||||||||
Common
stock issued for subscription receivables
|
29,999 | 30 | 4,470 | (4,500 | ) | - | ||||||||||||||||||
Net
Loss
|
(27,498 | ) | (27,498 | ) | ||||||||||||||||||||
Balance
at April 30, 2009
|
4,321,655 | 4,322 | 15,028 | (4,500 | ) | (46,304 | ) | (31,454 | ) |
See
accompanying notes to consolidated financial statements
F-9
DIMUS
PARTNERS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Years
Ended April 30, 2009 and 2008 and period
from
May 24, 2007 (Inception) through April 30, 2009
Inception
|
||||||||||||
Years
Ended
|
Through
|
|||||||||||
April
30,
|
April
30,
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
$ | (27,498 | ) | $ | (18,806 | ) | $ | (46,304 | ) | |||
Net
loss
|
||||||||||||
Adjustment
to reconcile net loss to net
|
||||||||||||
cash
used in operating activities
|
||||||||||||
Depreciation
|
1,943 | - | 1,943 | |||||||||
Common
shares issued for services
|
100 | 1,000 | 1,100 | |||||||||
Changes
in:
|
||||||||||||
Accounts
payable
|
14,574 | 2,013 | 16,588 | |||||||||
NET
CASH USED IN OPERATING ACTIVITIES
|
(10,881 | ) | (15,793 | ) | (26,673 | ) | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase
of equipment
|
(6,631 | ) | - | (6,631 | ) | |||||||
NET
CASH USED IN INVESTING ACTIVITIES
|
(6,631 | ) | - | (6,631 | ) | |||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Common
shares issued for cash
|
13,750 | - | 13,750 | |||||||||
Advances
from related parties
|
17,341 | 16,033 | 33,373 | |||||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
31,091 | 16,033 | 47,123 | |||||||||
NET
INCREASE IN CASH
|
13,579 | 240 | 13,819 | |||||||||
Cash,
beginning of period
|
240 | - | - | |||||||||
Cash,
end of period
|
$ | 13,819 | $ | 240 | $ | 13,819 | ||||||
SUPPLEMENTAL
CASH FLOW INFORMATION:
|
||||||||||||
Interest
paid
|
$ | 105 | $ | 44 | $ | 149 | ||||||
Income
taxes paid
|
$ | - | $ | - | $ | - |
See
accompanying notes to consolidated financial statements
F-10
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1 –
ORGANIZATION AND BUSINESS
Dimus
Partners, Inc. (the “Company”) is a development-stage company. The
Company was incorporated under the laws of the State of Nevada on April 18,
2008.
Effective
April 29, 2008, the Company entered into a Certificate of Exchange with Dimus
Partners, LLC (“DPLLC), a Texas limited liability company formed May 24, 2007,
whereby the Company acquired 100% of the issued and outstanding membership
interest of DPLLC in exchange for two million (2,000,000) commons shares of the
Company. This share exchange transaction constituted a reverse merger and a
recapitalization of the Company. In conjunction with this reverse merger,
the historical accounts of DPLLC become the historical accounts of the Company
for accounting purposes.
The
Company was formed for the purpose of the development of custom software for the
home building industry. The Company’s fiscal year ends April
30.
For the
year ended April 30, 2009, the Company incurred losses totaling $27,498, and had
a working capital deficit of $36,143. Because of these recurring
losses, the Company will require additional working capital to develop and/or
renew its business operations.
The
Company intends to raise additional working capital either through private
placements, public offerings and/or bank financing. There are no assurances that
the Company will be able to either (1) achieve a level of revenues adequate to
generate sufficient cash flow from operations; or (2) obtain additional
financing through either private placement, public offerings and/or bank
financing necessary to support the Company’s working capital
requirements. To the extent that funds generated from any private
placements, public offerings and/or bank financing are insufficient to support
the Company’s working capital requirements, the Company will have to raise
additional working capital from additional financing. No assurance
can be given that additional financing will be available, or if available, will
be on terms acceptable to the Company. If adequate working capital is
not available, the Company may not renew or continue its
operations.
These
conditions raise substantial doubt about the Company’s ability to continue as a
going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
F-11
NOTE 2 –
SUMMARY OF ACCOUNTING POLICIES
Consolidated
Financial Statements
The
accompanying consolidated financial statements included all the accounts of the
Company and its wholly-owned subsidiary, DPLLC. All intercompany amounts have
been eliminated.
Development
Stage Policy
We are a
development stage company with limited experience in the consulting
business. We have earned no revenues since our formation, have no
current clients and have an accumulated deficit during the development stage of
$46,304 as of April 30, 2009.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet. Actual results could
differ from those estimates.
Basic
Loss Per Share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Property
and Equipment
Property
and equipment are stated at cost less accumulated depreciation, and depreciation
and amortization are computed over the useful life of the asset on a
straight-line basis. Maintenance and repairs are charged to operations as
incurred; major renewals and betterments are capitalized. When items
of property and equipment are sold or retired, the related costs and accumulated
depreciation are removed from the accounts and gain or loss is included in the
results of operations. The estimated useful lives of the assets by
major categories are as follows:
Computer
equipment
|
3
years
|
Impairment
of Long-Lived Assets
Long-lived
assets held and used are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable in the normal course of business. When required,
impairment losses on assets to be held and used are recognized based on the
excess of the asset’s carrying amount and fair value of the
asset. Long-lived assets to be disposed of are reported at the lower
of carrying amount or fair value less cost to sell.
F-12
Income
Taxes
The
Company has adopted Statement of Financial Accounting Standards No. 109 (“SFAS
109”), “Accounting for Income Taxes”. This standard requires the use of an asset
and liability approach for financial accounting, and reporting on income taxes.
If it is more likely then not that some portion or all of a deferred tax asset
will not be realized, a valuation allowance is recognized.
The asset
and liability approach is used to account for income taxes by recognizing
deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of assets
and liabilities. The Company records a valuation allowance to reduce
any deferred tax assets to the amount that is more likely than not to be
realized.
Cash and
Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
Recent
Accounting Pronouncements
During
the year ended April 30, 2009 and subsequently, the Financial Accounting
Standards Board (“FASB”) has issued a number of financial accounting standards,
none of which did, or are expected to, have a material impact on the Company’s
results of operations, financial position, or cash flows, with exception
of:
New
Accounting Pronouncements (Adopted)
SFAS
No. 157. In September 2006, the FASB issued
SFAS No. 157, Fair
Value Measurements (“SFAS No. 157”). This statement defines fair
value, establishes a framework for measuring fair value in GAAP, and expands
disclosures about fair value measurements, but does not require any new fair
value measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. In
February 2008, the FASB issued FASB Staff Position, or FSP, No. FAS 157-2,
Effective Date of FASB
Statement No. 157 (“FSP FAS 157-2”), which delayed the effective
date of SFAS No. 157 for certain nonfinancial assets and liabilities to
fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. We adopted SFAS No. 157 for the Company’s financial
assets and liabilities in the first quarter of fiscal 2009, and provisions for
nonfinancial assets and liabilities in the first quarter of fiscal 2010, which
did not result in recognition of a transaction adjustment to retained earnings
or have a material impact on our financial condition, results of operations or
cash flows.
New
Accounting Pronouncements (Not yet adopted)
SFAS
No. 165. In May 2009, the FASB issued SFAS
No. 165, Subsequent
Events (“SFAS No. 165”). This statement provides guidance to
establish general standards of accounting for and disclosure of events that
occur after the balance sheet date but before the financial statements are
issued or are available to be issued. This statement is effective for interim or
fiscal periods ending after June 15, 2009, and is applied prospectively. We
do not expect the adoption of SFAS No. 165 to have a material impact on our
financial condition, results of operations or cash flows
SFAS
No. 168. In June 2009, the FASB issued SFAS
No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally of Generally
Accepted Accounting Principles — a Replacement of FASB Statement
No. 162 (“SFAS No. 168”). SFAS No. 168 establishes the
FASB Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP. SFAS
No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. We do not expect the adoption of
SFAS No. 168 to have a material impact on our financial condition, results
of operations or cash flows.
F-13
NOTE 3–
RELATED PARTY TRANSACTIONS
The
Company has periodically received cash advances from the Company’s
directors. As of April 30, 2009, $33,374 is outstanding. The advances
are non-interest bearing, unsecured and are due upon demand.
NOTE 4 -
CAPITAL STOCK
The
Company’s authorized capital stock consists of 100,000,000 shares of common
stock, with a par value of $.001 per share and 10,000,000 shares of preferred
stock with a par value of $.001 per share.
On
October 14, 2008 the Company authorized a 2:1 forward split of common stock
shares. This has been presented retroactively in these financial
statements.
On April
29, 2008, the Company entered into an Exchange Agreement with DPLLC, whereby the
members of DPLLC exchanged 100% of the outstanding membership interests of DPLLC
for 2,000,000 shares of common stock of the Company. Upon completion of
the Exchange Agreement, DPLLC became a wholly owned subsidiary of the Company.
This share exchange transaction constituted a reverse merger and a
recapitalization of the Company. In conjunction with this reverse merger,
the historical accounts of DPLLC become the historical accounts of the Company
for accounting purposes.
In
October 2008, the Company issued 200,000 shares of its common stock at par value
to its legal counsel for services rendered.
During
the year ended April 30, 2009, the Company issued 91,656 shares of common stock
to accredited investors in a private placement at $.15 per share, for cash
proceeds of $13,750. The Company also issued 29,999 shares of common stock for
subscription receivables of $4,500.
NOTE 5 –
INCOME TAXES
Current
tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs. Therefore, the amount
available to offset future taxable income may be limited. The provision for
income taxes differs from the result which would be obtained by applying the
statutory income tax rate of 34% to income before income taxes.
At April
30, 2009 and 2008, deferred tax assets consisted of the following:
2009
|
2008
|
|||||||
Deferred
tax assets:
|
||||||||
Net
operating losses
|
$ | 15,700 | 6,400 | |||||
Less:
valuation allowance
|
(15,700 | ) | (6,400 | ) | ||||
Net
deferred tax asset
|
$ | - | - |
The
deferred tax asset valuation allowance increased by $9,300 during
2009. At April 30, 2009, the Company had an unused net operating loss
carry-forward approximating $36,000 that is available to offset future taxable
income; the loss carry-forward will start to expire in 2029.
During
the years ended April 30, 2009 and 2008, the effective tax rate of the Company
is reconciled to the statutory rate, as follows:
2009
|
2008
|
|||||||
Statutory
rate
|
34% | 34% | ||||||
Change
in valuation allowance
|
(34% | ) | (34% | ) | ||||
Net
deferred tax asset
|
- | - |
F-14
NOTE 6 –
COMMITMENTS
The
Company entered into a preliminary agreement with Jimmy Jacobs Custom Homes (the
“Customer”) on May 28, 2008. Under this preliminary agreement the
Company is entering into a contractual agreement to provide certain business
process expertise and time of its managerial leadership team for the development
of financial software applications. The Company agrees to work in
line with certain managerial leaders within the Customer for the purpose of
building the Dimus Trace Application Suite – Home Builder Edition
(“DTAS-HBE”). The Company will provide the resulting software
application free of charge with a twelve month free service agreement to the
Customer. In addition, the Customer will be given the option grant
providing them with the right to buy a twenty percent (20%) stake in the marking
of the resulting product. The option price will be set at twenty
percent (20%) of associated business costs expected to bring the software to
market. Thus, the option results in twenty percent (20%) of all
related profits (revenues less any costs due to COGS, operations, marketing,
sales, or associates business costs of product). The option grant is
limited to the sales for the profit of the DTAS-HBE product, and the option
grant will be open for a period of ninety (90) days after final delivery of
product or last module to the Customer.
This
commitment is currently still ongoing with limited activity to
date.
The
Company has a verbal agreement with a consultant whereby the Company will pay
25% of its future profits to the consultant for services rendered.
NOTE 7 –
SUBSEQUENT EVENTS
Subsequent
to year end an additional 44,994 shares of common stock were issued to
accredited investors at $.15 per share, for cash proceeds of $6,750. The Company
also collected $4,500 of cash proceeds for shares issued during the year ended
April 30, 2009.
F-15
DEALER
PROSPECTUS DELIVERY OBLIGATION
Until
ninety (90) Days after the later of (1) the effective date of the registration
statement or (2) the first date on which the securities are offered publicly,
all dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a
Prospectus. This is in addition to the dealers’ obligation to deliver
a Prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
-36-
PART
II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the expenses in connection with this Registration
Statement. All of such expenses are estimates, other than the filing fees
payable to the Securities and Exchange Commission.
Description
|
Amount
to be Paid
|
|||
Filing
Fee - Securities and Exchange Commission
|
$
|
1
|
.79
|
|
Attorney's
fees and expenses
|
20,000
|
.00*
|
||
Accountant's
fees and expenses
|
10,000
|
.00*
|
||
Transfer
agent's and registrar fees and expenses
|
1,000
|
.00*
|
||
Printing
and engraving expenses
|
1,000
|
.00*
|
||
Miscellaneous
expenses
|
500
|
.00*
|
||
Total
|
$
|
32,501
|
.79*
|
*
Estimated
ITEM
14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
See
Indemnification of Directors and Officers above.
ITEM
15. RECENT SALES OF UNREGISTERED SECURITIES
In April
2008, the Company issued 2,000,000 post Forward Split shares of its common stock
to James Pacey in consideration for services rendered. The 2,000,000
post Forward Split shares were valued at $1,000, par value at the time of the
approval by the Board.
On April
29, 2008, the Company entered into an Exchange Agreement with DPLLC, whereby the
then members of DPLLC, Nathan Pettus and James Patton, our current Directors,
exchanged 100% of the outstanding membership interests of DPLLC for 2,000,000
post Forward Split shares, 1,000,000 shares each to Mr. Pettus and Mr. Patton,
of the common stock of the Company. Upon completion of the Exchange
Agreement, DPLLC became a wholly-owned subsidiary of the Company.
Effective
October 2008, in connection with the Company’s entry into an Engagement
Agreement with The Loev Law Firm, PC, the Company’s attorney, the Company agreed
to issue David M. Loev 200,000 post Forward Split shares of the Company’s common
stock. The 200,000 post Forward Split shares were valued at $100, par
value at the time of the approval by the Board..
We claim
an exemption from registration afforded by Section 4(2) of the Securities Act of
1933, as amended (the “Act”) since the foregoing issuance did not involve a
public offering, the recipient took the shares for investment and not resale and
we took appropriate measures to restrict transfer. No underwriters or agents
were involved in the foregoing issuance and we paid no underwriting discounts or
commissions.
From July
2008 through July 2009, in connection with a private placement offering, the
Company sold an aggregate of 166,649 shares of common stock to 35 investors for
aggregate consideration of $25,000. The Company claims an exemption
provided by Rule 506 of Regulation D of the Securities Act of 1933, as
amended.
-37-
ITEM
16. EXHIBITS
Exhibit
Number
|
Description
of Exhibit
|
Exhibit
3.1*
|
Articles
of Incorporation
|
Exhibit
3.2*
|
Amended
and Restated Bylaws
|
Exhibit
5.1*
|
Opinion
and consent of The Loev Law Firm, PC re: the legality of the shares being
registered
|
Exhibit
10.1*
|
Letter
of Intent Jimmy Jacobs Custom Homes
|
Exhibit
23.1*
|
Consent
of LBB & Associates Ltd., LLP
|
Exhibit
23.2*
|
Consent
of The Loev Law Firm, PC (included in Exhibit
5.1)
|
* Attached
hereto.
-38-
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;
|
|
(b)
|
To
reflect in the Prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of Prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the volume
and rise 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 this Registration Statement or any material
changes to such information in the Registration
Statement.
|
2.
|
For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and
the offering of the securities at that time to be the initial bona fide
offering.
|
3.
|
To
file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the
offering.
|
4.
|
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, 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
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer of
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such
issue.
|
5.
|
That,
for the purpose of determining liability under the Securities
Act:
|
|
Each
Prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements
relying on Rule 430B or other than Prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or Prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or Prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or Prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first
use.
|
-39-
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements of filing on Form S-1 and authorized this Registration Statement to
be signed on its behalf by the undersigned in the City
of
Austin, Texas, on February 5, 2010.
DIMUS PARTNERS,
INC.
By: /s/
James Patton
James
Patton
Chief
Executive Officer
(Principal
Executive Officer,
Principal
Financial Officer and
Principal
Accounting Officer),
President,
Treasurer and Director
In
accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
/s/ James
Patton
James
Patton
Chief
Executive Officer
(Principal
Executive Officer,
Principal
Financial Officer and
Principal
Accounting Officer),
President,
Treasurer and Director
February 5, 2010
/s/ Nathan Pettus
Nathan
Pettus
Director
February
5, 2010
-40-
EXHIBIT
INDEX
Exhibit Number
|
Description of Exhibit
|
Exhibit
3.1*
|
Articles
of Incorporation
|
Exhibit
3.2*
|
Amended
and Restated Bylaws
|
Exhibit
5.1*
|
Opinion
and consent of The Loev Law Firm, PC re: the legality of the shares being
registered
|
Exhibit
10.1*
|
Letter
of Intent Jimmy Jacobs Custom Homes
|
Exhibit
23.1*
|
Consent
of LBB & Associates Ltd., LLP
|
Exhibit
23.2*
|
Consent
of The Loev Law Firm, PC (included in Exhibit
5.1)
|
* Attached
hereto.
-41-